Archangel Diamond Corporation will hold a special meeting of shareholders on Monday, March 15th , 2010, at 10:00 a.m. (Toronto Time) at the offices of Fasken Martineau DuMoulin LLP at 66 Wellington Street West, 36th Floor, Toronto Dominion Tower, Toronto, Ontario, Canada to approve the voluntary dissolution of the Corporation and the delisting of the Corporation’s shares from the NEX trading board of the TSX Venture Exchange (the “NEX”).
In December, 2009, the United States Bankruptcy Court for the District of Colorado entered its order confirming Archangel’s amended plan of liquidation. The Plan transfers the assets of the Corporation (being substantially the Corporation’s legal proceedings against AGD, LUKoil and certain related parties) to a trust of which the Corporation’s creditors as of June 26, 2009 and the Corporation’s equity holders as of September 3, 2009 are beneficiaries, and otherwise sets forth the treatment of such creditors and equity holders. The US Order approves the treatment of creditors and equity holders of the Corporation and establishes the binding legal effect of the Plan. The claims of creditors as against the Corporation were extinguished and are now reflected as interests in the Liquidating Trust.
On January 25, 2010 the Corporation made application to Ontario Superior Court of Justice (Commercial List) under Part IV of the Canada Companies’ Creditors Arrangement Act to obtain a recognition to domesticate the US Order and its effect in Canada.
On February 5, 2010 the Ontario Court issued its order recognizing the US Chapter 11 proceedings with respect to Archangel and the US Order, confirming the Plan and declaring that, upon implementation of the Plan, Archangel has no assets, no liabilities and is not insolvent.
As a result of the US Order and Canadian Order, upon implementation of the Plan the Corporation will no longer has any substantive assets or active business operations. Pursuant to the TSX Venture Exchange bulletin of January 12, 2010 trading in the common shares of the Corporation on the NEX was changed from halt to suspend for failure to maintain TSX Venture Exchange requirements. No viable alternatives have been identified to continue the Corporation and Archangel has no sources of revenue and no cash available to maintain its status as a public company.
The Board of Directors of the Corporation has therefore determined that it is in the best interests of the shareholders to voluntarily dissolve the Corporation and to apply to delist its shares from the NEX. The shareholders will be asked at the Special Meeting to: (i) approve the voluntary dissolution of the Corporation; and (ii) if such resolution is passed, to approve the delisting of the Corporation’s shares from the NEX.
Related posts:
- Diamond Miner Archangel Diamond Corporation Obtains Confirmation Order from United States Bankruptcy Court
- Tom Beardmore-Gray Resigns as President and Chief Executive Officer of Archangel Diamond Corporation
- Archangel Diamond Corp Files Chapter 11 Plan
- Archangel: Stockholm Arbitration Tribunal Terminated
- Archangel Diamond Corporation Files Complaint and Petition Against Lukoil
