united states bankruptcy court for the...

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO

In Re: ) Case No. 15-22848-JGR ) Jointly Administered Under Atna Resources Inc., et al.1 ) Case No. 15-22848-JGR

) Debtor. ) Chapter 11

) ____________________________________)_________________________________________

JOINT STIPULATED FACTS AND EXHIBITS FOR HEARING ON AUGUST 30, 2017 AT 1:00 P.M.

______________________________________________________________________________

The United States Trustee for Region 19 (“UST”) and the Atna Liquidating Trust through the Liquidating Trustee (“Liquidating Trustee”), by and through undersigned counsel, submit their Joint Stipulated Facts and Exhibits for Hearing on August 30, 2017 at 1:00 p.m. on the Liquidating Trustee’s Motion to Administratively Close Chapter 11 Cases and the UST’s Objection:

PROCEDURAL BACKGROUND AND FACTS

1. Debtors filed their Chapter 11 Voluntary Petition herein on November 18, 2015. The Debtors and their respective case numbers include the following: Atna Resources Inc. (15-22851); Canyon Resources Corporation (15-22849); CR Briggs Corporation (15-22850); CR Montana Corporation (15-22851); CR Kendall Corporation (15-22852); Atna Resources Ltd. (15-22853); and Horizon Wyoming Uranium, Inc. (15-22854) (Collectively known as the “Debtors”).

2. On December 14, 2015, a single unsecured creditors committee was appointed in

all seven jointly administered cases. 3. On December 22, 2015, the Court entered an order granting the application to

employ Michael J. Guyerson and Onsager Guyerson Fletcher Johnson, LLC as counsel for the unsecured creditors committee.

4. On September 14, 2016, the Debtors filed a Disclosure Statement and Plan. See

Docket #621 and Docket #622. 5. On October 17, 2016, the Debtors filed an Amended Disclosure Statement and an

Amended Joint Chapter 11 Plan of Liquidation (“Plan”). See Amended Disclosure Statement at

1 The debtors and their respective case numbers are: Atna Resources Inc. (15-22848); Canyon Resources Corporation (15-22849); CR Briggs Corporation (15-22850); CR Montana Corporation (15-22851); CR Kendall Corporation (15-22852); Atna Resources Ltd. (15-22853); Horizon Wyoming Uranium, Inc. (15-22854).

Case:15-22848-JGR Doc#:850 Filed:08/16/17 Entered:08/16/17 16:05:06 Page1 of 23

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Docket #675 and Amended Plan at Docket #674. 6. On October 21, 2016, the Court entered an order approving the Debtors’ Disclosure

Statement. 7. On November 29, 2016, the Chapter 11 Plan for the Debtors (“Plan”), [ Doc. Nos.

621, 674,701, & 704.] stipulated Exhibit “1” was confirmed by the Court pursuant to its Confirmation Order (“Order”) dated the same day, [ Doc. No. 740], stipulated Exhibit “2”. In that Order Mr. Kenneth J. Buechler was appointed as the Liquidating Trustee (“Trustee”) of the Atna Liquidating Trust (“Trust”).

8. The Effective Date of the Plan is defined as “a date selected by the Debtors that is

a Business Day after the entry of the Confirmation Order . . . .” Id. at 4. The effective date of the Plan occurred on December 31, 2016.

9. Pursuant to the Plan, a trust was created (“Atna Liquidating Trust”) and Kenneth

Buechler was selected by the Liquidating Trust Committee appointed as the Liquidating Trustee (“Liquidating Trustee”) of the Atna Liquidating Trust.

10. On November 29, 2016 upon confirmation of the Plan, the Atna Liquidating Trust

was created and subsequently on December 31, 2016, the Atna Trust Agreement, stipulated Exhibit “3” became effective.

11. In accordance with the Plan the Liquidating Trustee has assumed his duties. 12. As set forth in the Plan, Article V, paragraphs E (2) all assets and claims of the

Debtors are deemed transferred to the Liquidating Trust. 13. The parties believe that the Debtors have closed all their DIP account(s). 14. As set forth in the Plan, Article V, paragraphs J and N, all the Debtors are deemed

to have been liquidated as of the Effective Date, and all Equity Interests in any Debtor were automatically cancelled and extinguished as of the Effective Date without the need for any further action by the Bankruptcy Court or any Entity holder.

15. The Atna Trust is a standalone liquidating grantor trust entity created under the

Plan and in accordance with United States Treasury Regulation Article 301.7701-4(d). 16. On December 7, 2016 upon the application of Kenneth Buechler as Liquidating

Trustee, the IRS assigned an EIN number to the Atna Liquidating Trust of 81-695XXXX (last 4 digits redacted).

17. On December 13, 2016, the Liquidating Trustee opened the Atna Liquidating

Trust checking account at Vectra Bank of Colorado.


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18. In March of 2017 the Liquidating Trustee also opened the Atna Liquidating Trust account for the Canadian assets of the Atna Trust with the Bank of Montreal.

19. All funds of the Atna Trust collected are deposited into one of the two Atna

Liquidating Trust accounts. 20. The Debtors through their counsel filed the final pre-confirmation MORs for the

seven Debtors’ estates on January 13, 2017 at [Doc. No. 774].

21. The Liquidating Trustee has paid in accordance with the disbursements reported in pre-confirmation MORs, all quarterly fees owed by the Debtors pre-confirmation MOR reports ending December 31, 2016 to the UST.

APPLICABLE PROVISIONS - AMENDED PLAN 22. The Plan, Article XI, Section B pertaining to the payment of statutory UST fees

states Article X of Plan provides: “Article XI, Miscellaneous Provisions, B., “Payment of Statutory Fees,” states as follows:

All fees payable pursuant to Section 1930 of title 28 of the United States Code after the Effective Date, as determined by the Bankruptcy Court at a hearing pursuant to Section 1128 of the Bankruptcy Code, shall be paid prior to the closing of the Chapter 11 Cases on the earlier of when due or the Effective Date, or as soon thereafter as practicable by the Liquidating Trust.

See Docket #674 at p. 33 of 36, Stipulated Exhibit 1.

23. The Amended Plan, “Article IV, Means for Implementation of the Plan, D.,

Appointment of the Liquidating Trustee and the Liquidating Trust Committee,” states as follows:

On or prior to the Confirmation Date, the Committee shall appoint the Liquidating Trustee. Additionally, on or prior to the Confirmation Date, the Committee shall appoint the three (3) member Liquidating Trust Committee. The Liquidating Trustee shall serve at the direction of the Liquidating Trust Committee and in accordance with the Liquidating Trust Agreement and the Plan, provided, however, that the Liquidating Trust Committee may not direct the Liquidating Trustee or the members of the Liquidating Trust Committee to act inconsistently with their


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duties under the Liquidating Trust Agreement and the Plan. The Liquidating Trust Committee may terminate the Liquidating Trustee at any time in accordance with the provisions of the Liquidating Trust Agreement.


24. The Amended Plan, “Article IV, Means for Implementation of the Plan, E., The

Liquidating Trust,” states in part as follows: 1. Formation of the Liquidating Trust On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of, inter alia, (a) administering the Liquidating Trust Fund, (b) resolving all Disputed Claims, (c) pursuing the Retained Causes of Action, and (d) making all Distributions to the Beneficiaries provided for under the Plan. The Liquidating Trust is intended to qualify as a liquidating trust pursuant to United States Treasury Regulation Article 301.7701-4(d). 2. Funding of the Liquidating Trust On the Effective Date, the Liquidating Trust Fund shall vest automatically in the Liquidating Trust. The Plan shall be considered a motion pursuant to Sections 105, 363 and 365 of the Bankruptcy Code for such relief. The transfer of the Liquidating Trust Fund to the Liquidating Trust shall be made for the benefit and on behalf of the Beneficiaries. The assets comprising the Liquidating Trust Fund will be treated for tax purposes as being transferred by the Debtors to the Beneficiaries pursuant to the Plan in exchange for their Allowed Claims and then by the Beneficiaries to the Liquidating Trust in exchange for the beneficial interests in the Liquidating Trust. The Beneficiaries shall be treated as the grantors and owners of the Liquidating Trust. Upon the transfer of the Liquidating Trust Fund, the Liquidating Trust shall succeed to all of the Debtors’ rights, title and interest in the Liquidating Trust Fund, and the Debtors will have no further interest in or with respect to the Liquidating Trust Fund.


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Except to the extent definitive guidance from the IRS or a court of competent jurisdiction (including the issuance of applicable Treasury Regulations, the receipt by the Liquidation Trustee of a private letter ruling if the Liquidating Trustee so requests one) indicates that such valuation is not necessary to maintain the treatment of the Liquidation Trust as a liquidating trust for purposes of the Internal Revenue Code and applicable Treasury Regulations, as soon as possible after the Effective Date, but in no event later than sixty (60) days thereafter, (i) the Liquidating Trustee shall make a good faith valuation of the Liquidation Trust Assets, and (ii) the Liquidating Trustee shall establish appropriate means to apprise the Beneficiaries of such valuation. The valuation shall be used consistently by all parties (including, without limitation, the Debtors, the Liquidating Trust, the Beneficiaries and the Liquidating Trust Committee) for all federal income tax purposes. The Liquidating Trustee also shall file (or cause to be filed) any other statements, returns, or disclosures relating to the Liquidating Trust that are required by any governmental unit.

See Docket #674 at pp. 20-21 of 36, Stipulated Exhibit 1.

25. The Amended Plan, “Article IV, Means for Implementation of the Plan, F., Rights

and Powers of the Liquidating Trustee,” states as follows:

The Liquidating Trustee shall be deemed the Estates’ representative in accordance with Section 1123 of the Bankruptcy Code and shall have all the rights and powers set forth in the Liquidating Trust Agreement, including, without limitation, the powers of a trustee under Sections 704 and 1106 of the Bankruptcy Code and Rule 2004 of the Bankruptcy Rules to act on behalf of the Liquidating Trust, including without limitation, the right to (1) effect all actions and execute all agreements, instruments and other documents necessary to implement the provisions of the Plan and the Liquidating Trust Agreement; (2) liquidate the assets transferred to the Liquidating Trust Fund on of the Effective Date; (3) prosecute, settle, abandon or compromise any Retained Causes of Action; (4) make Distributions as contemplated hereby, (5) establish and administer any necessary reserves for Disputed Claims that may be required; (6) object to the Disputed Claims and prosecute, settle, compromise, withdraw or resolve in any manner


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approved by the Bankruptcy Court such objections; and (7) employ and compensate professionals and other agents, provided, however, that any such compensation shall be made only out of the Liquidating Trust Fund, to the extent not inconsistent with the status of the Liquidating Trust as a liquidating trust within the meaning of Treas. Reg. § 301.7701-4(d) for federal income tax purposes.


26. The Amended Plan, “Article IV, Means for Implementation of the Plan, G., Fees and Expenses of the Liquidating Trust,” states as follows:

Except as otherwise ordered by the Bankruptcy Court, the Liquidating Trust Expenses, including the fees and expenses of professionals retained by the Liquidating Trustee, on or after the Effective Date shall be paid in accordance with the Liquidating Trust Agreement without further order of the Bankruptcy Court. The Liquidating Trustee shall be compensated as agreed to by the Committee and the Liquidating Trustee and such agreement will be documented and executed by the Committee and the Liquidating Trustee.


27. The Amended Plan, “Article IV, Means for Implementation of the Plan, J., Liquidation of the Debtors,” states in part as follows:

1. All of the Debtors shall be deemed to have been liquidated as of the Effective Date, and all Equity Interests in any Debtor shall automatically be cancelled and extinguished as of the Effective Date without the need for any further action by the Bankruptcy Court or any Entity. 2. Notwithstanding the foregoing, as soon as practicable after the Effective Date, the Liquidating Trustee shall: (a) file certificates of dissolution or such similar document, together with all other necessary corporate documents, to effect the dissolution of each of the Debtors under the applicable laws of its state of incorporation or domicile; and (b) complete and file final federal, state and local tax returns for each of the Debtors, and pursuant to Section 505(b) of the Bankruptcy Code, request an expedited determination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s


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Chapter 11 Case, as determined under applicable tax laws. Following such actions and upon the filing by or on behalf of the Debtors of a certification to that effect with the Bankruptcy Court, the Debtors shall be dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of each of the Debtors or payments, including, without limitation, the payment of any franchise or similar taxes to the state or commonwealth of incorporation or organization of such Entity, to be made in connection therewith. The filing by each Debtor of its certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order or rule, including, without limitation, any action by the stockholders or the board of directors of each such Debtor.


28. The Amended Plan, “Article V, Provisions Governing Distributions, B., Disputed Reserves,” 2., Maintenance of Disputed Reserves,” states in part as follows:

The Liquidating Trust shall hold property in the Disputed Reserves in trust for the benefit of the holders of Claims ultimately determined to be Allowed. Each Disputed Reserve shall be closed and extinguished by the Liquidating Trust when all Distributions and other dispositions of Cash or other property required to be made hereunder will have been made in accordance with the terms of the Plan. Upon closure of a Disputed Reserve, all Cash (including any Cash Investment Yield) or other property held in that Disputed Reserve shall revest in and become the property of the Liquidating Trust. All funds or other property that vest or revest in the Liquidating Trust pursuant to this paragraph shall be (a) used to pay the fees and expenses of the Liquidating Trust as and to the extent set forth in the Liquidating Trust Agreement, and (b) thereafter distributed on a Pro Rata basis to holders of Allowed Claims.

See Docket #674 at pp. 23-24 of 36, Stipulated Exhibit 1.

29. The Amended Plan, “Article XI, Miscellaneous Provisions, E., “Successors and Assigns,” states as follows:

The rights, benefits and obligations of any Entity named or referred to herein shall be binding on, and shall inure to the


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benefit of, any heir, executor, administrator, successor or assign of such Entity.


30. The Amended Plan “Article IV, Provision B, Stipulated Exhibit 1 states:

“Liquidating Trust” means the Entity described in Article IV.B that will succeed to all of the assets and liabilities of the Estates, subject to the terms of Plan, as of the Effective Date.

APPLICABLE PROVISIONS – LIQUIDATING TRUST AGREEMENT

31. The Liquidating Trust Agreement was executed and dated December 31, 2016. 32. “Section 1.5 Acceptance by Liquidating Trustee.” states as follows:

The Liquidating Trustee, Kenneth J. Buechler, hereby accepts the trust imposed upon it by this Liquidating Trust Agreement and agrees to observe and perform that trust on and subject to the terms and conditions set forth in this Liquidating Trust Agreement, the Plan, and the Confirmation Order. In connection with and in furtherance of the purposes of the Liquidating Trust, the Liquidating Trustee hereby accepts the transfer of the Liquidating Trust Assets.

See Docket #817-1 p. 4 of 30, Stipulated Exhibit 3.

33. The Liquidating Trust Agreement, Section 2.2, General Powers, states in part that the Liquidating Trustee shall be expressly authorized to, with respect to the Liquidating Trust and Liquidating Trust Assets, and may cause the Liquidating Trust to:

(i) Pay all lawful expenses, debts, charges, taxes and liabilities of the Liquidating Trust.

. . . (p) Implement, enforce, or discharge all of the terms, conditions, and all other provisions of, and all duties and obligations under, the Plan, the Confirmation Order, and this Liquidating Trust Agreement.

. . .


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(r) Undertake all administrative functions remaining in the Chapter 11 Cases, including the ultimate closing of the Chapter 11 Cases.

See Docket #817-1 pp. 5-6 of 30, Stipulated Exhibit 3.

34. The Liquidating Trust Agreement, Section 12.7, Relationship to the Plan, states as

follows:

The principal purpose of this Liquidating Trust Agreement is to aid in the implementation of the Plan and, therefore, this Liquidating Trust Agreement and is subject to the provisions of the Plan and the Confirmation Order. In the event that any provision of this Liquidating Trust Agreement is found to be inconsistent with a provision of the Plan or the Confirmation Order, the provisions of the Plan or the Confirmation Order, as applicable, shall control. In the event that any provision of the Plan is found to be inconsistent with a provision of the Confirmation Order, the Confirmation Order shall control.


35. The Liquidating Trust Agreement, Section 12.15, Integration, states as follows:

This Liquidating Trust Agreement, the Plan, and the Confirmation Order constitute the entire agreement with, by and among the parties thereto, and there are no representations, warranties, covenants, or obligations except as set forth herein, in the Plan and in the Confirmation Order. This Liquidating Trust Agreement, together with the Plan and the Confirmation Order, supercede all prior and contemporaneous agreements, understandings, negotiations, and discussions, written or oral, of the parties hereto, relating to any transaction contemplated hereunder. Except as otherwise provided in this Liquidating Trust Agreement, the Plan or Confirmation Order, nothing herein is intended or shall be construed to confer upon or give any person other than the parties hereto and the Beneficiaries any rights or remedies under or by reason of this Liquidating Trust Agreement.


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36. On April 21, 2017, the Liquidating Trustee, filed a Motion to administratively close

chapter 11 cases (“Motion to Administratively Close”) (Docket #803). 37. In the Motion to Administratively Close, the Liquidating Trustee stated that he

is not seeking closure of the cases (“the underlying bankruptcy cases must remain open and cannot be closed pursuant to the process provided for in L.B.R. 3022-1 and L.B.F. 3022-1 . . .” (See Motion to Administratively Close, ¶¶ 11, 12).

38. On May 4, 2017, the UST filed an Objection To Motion To Administratively Close

Chapter 11 Cases (“Objection”) (Doc. # 815). 39. On May 10, 2017, the Liquidating Trustee filed a Reply to Objection to Motion to

Administratively Close Chapter 11 Case (“Reply to Objection”) (Doc. #818) (redacted). 40. In his Reply to Objection, the Liquidating Trustee states that the cases are eligible

for closing but instead of closing via final decree, the Trustee only seeks “administrative” closure. See Reply ¶¶ 22-27.

41. On May 17, 2017, the parties filed a Joint Certificate of Contested Matter. (Doc.

#824). 42. On June 19, 2017, the UST filed a Supplemental Brief Supporting Objection To

Motion To Administratively Close Chapter 11 Cases (“Supplemental Brief”) (Doc. # 831). 43. On July 14, 2017, the Liquidating Trustee filed a Reply Brief To Supplement Brief

of United States Trustee In Support Objection To Motion To Administratively Close Chapter 11 Cases (“Reply Brief”) (Doc. # 834).

44. On July 31, the UST filed his Rebuttal Brief in Support of his Objection to Motion

to Administratively Close Chapter 11 Cases (“Rebuttal Brief”) (Doc. # 844). 45. No final decrees have been entered in the cases and the Liquidating Trustee has not

applied for final decrees in any of the seven cases. 46. The Liquidating Trustee has not sought case closure for any of the seven cases

under Federal Rule 3022 and Local Rule 3022-1. 47. The Liquidating Trustee seeks an Order under 11 U.S.C. § 105 to administratively

close all seven cases in order to stop the accrual of quarterly fees.


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48. The parties incorporate, as disputed facts and legal argument unless otherwise noted, all other facts and legal arguments filed in their various pleadings related to the disputed issues.

APPLICABLE STATUES AND RULES 2

49. 28 U.S.C. §1930(a): which states, in part:

The parties commencing a case under title 11 shall pay the clerk of the district court or the clerk of the bankruptcy court… the following fees: (a)(1)(6): In addition to the filing fee paid to the clerk, a quarterly fee shall be paid to the I United States Trustee for deposit in the Treasury… until the case is converted or dismissed.” (a)(7): while it applies to Districts which are not part of a UST region, it allows the Judicial Conference to “…may require the debtor in a case under chapter 11 of title 11 to pay fees equal to those imposed under paragraph (6) of this subsection.”

50. 28 U.S.C. § 1930(a)(6): Pursuant to 28 U.S.C. § 1930(a)(6), “a quarterly fee shall be paid to the United States trustee, for deposit in the Treasury, in each case under chapter 11 of title 11 for each quarter (including any fraction thereof) until the case is converted or dismissed, whichever occurs first.”

Regarding the amount of fees, 28 U.S.C. § 1930(a)(6) states as follows:

The fee shall be $325 for each quarter in which disbursements total less than $15,000; $650 for each quarter in which disbursements total $15,000 or more but less than $75,000; $975 for each quarter in which disbursements total $75,000 or more but less than $150,000; $1,625 for each quarter in which disbursements total $150,000 or more but less than $225,000;

2. The parties have each cited in their respective pleadings filed herein other statutes and rules which are also asserted as being applicable herein. The below description is therefore not intended to be exclusive of those cited or relied upon by the parties in their respectively filed pleadings.


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$1,950 for each quarter in which disbursements total $225,000 or more but less than $300,000; $4,875 for each quarter in which disbursements total $300,000 or more but less than $1,000,000; $6,500 for each quarter in which disbursements total $1,000,000 or more but less than $2,000,000; $9,750 for each quarter in which disbursements total $2,000,000 or more but less than $3,000,000; $10,400 for each quarter in which disbursements total $3,000,000 or more but less than $5,000,000; $13,000 for each quarter in which disbursements total $5,000,000 or more but less than $15,000,000; $20,000 for each quarter in which disbursements total $15,000,000 or more but less than $30,000,000; $30,000 for each quarter in which disbursements total more than $30,000,000. The fee shall be payable on the last day of the calendar month following the calendar quarter for which the fee is owed.

51. 11 U.S.C. § 350(a): Section 350(a) provides that: “After an estate is fully

administered and the court has discharged the trustee, the court shall close the case.”

52. Federal Rule of Bankruptcy Procedure 3022: Federal Rule of Bankruptcy

Procedure 3022 provides that “[a]fter an estate is fully administered and the court has discharged the trustee in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case. See Fed.R.Bankr. Proc. 3022.

53. Local Bankruptcy Rule 3022-1: Local Bankruptcy Rule 3022-1, sets out specific

requirements that must be followed “immediately after the estate is fully administered” to obtain case closure. Local Bankruptcy Rule 3022-1 provides in part that “[i]mmediately after the estate is fully administered, the debtor-in-possession must file a final report and motion for final decree in substantial conformity with L.B.Form 3022-1.1(business debtor) . . . the final report and motion for final decree must be accompanied by a proposed order in substantial conformity for L.B.Form 3022-1.3 (business debtor) . . . .” L.B.R. 3022-2(a) and (c).


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Local Rule 3022-1 states as follows:

(a) Chapter 11 Final Report and Motion for Final Decree: Immediately after the estate is fully administered, the debtor-in-possession must file a final report and motion for final decree in substantial conformity with L.B. Form 3022-1.1 (business debtor) or L.B. Form 3022-1.2 (individual debtor) and serve it on the U.S. Trustee and parties requesting notice. (b) Objection: If no objection has been filed within 30 days of the filing of the final report and motion for final decree, the court will presume that the estate has been fully and properly administered and a final decree will enter. (c) Final Decree: The final report and motion for final decree must be accompanied by a proposed order in substantial conformity with L.B. Form 3022-1.3 (business debtor) or L.B. Form 3022-1.4 (individual debtor).

54. Advisory Committee Note to Rule 3022:

The Advisory Committee Note to Rule 3022 provides, in pertinent part:

Entry of a final decree closing a chapter 11 case should not be delayed solely because the payments required by the plan have not been completed. Factors that the court should consider in determining whether the estate has been fully administered include (1) whether the order confirming the plan has become final, (2) whether deposits required by the plan have been distributed, (3) whether the property proposed by the plan to be transferred has been transferred, (4) whether the debtor or the successor of the debtor under the plan has assumed the business or the management of the property dealt with by the plan, (5) whether payments under the plan have commenced, and (6) whether all motions, contested matters, and adversary proceedings have been finally resolved.

55. Local Bankruptcy Form 3022-1.1: Local Bankruptcy Form 3022-1.1 states in part that debtor submits that the estate is fully administered and that the plan has been substantially consummated including, but not limited to, “all motions, contested matters, and adversary proceedings have been fully resolved.” See L.B.F. 3022-1.1, ¶ 6.


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56. Local Bankruptcy Form 3022-1.3: Local Bankruptcy Form 3022-1.3, the

proposed order for a final decree provides in part “ORDERED that the chapter 11 case of the above-named debtor is hereby closed.” See L.B.F. 3022-1.3.

APPLICABLE CONFIRMATION ORDER PROVISIONS

57. Confirmation Order, {Doc. No. 740 ] , paragraph 30, p. 39. Payment of U.S.

Trustee Fees.

The Debtors shall pay all fees payable pursuant to 28 U.S.C. § 1930(a) as set forth in Article XI.B of the Plan.

58. Confirmation Order, {Doc. No. 740 ] , paragraph 40, p. 32. Confirmation Order Controlling.

The provisions of the Plan and this Confirmation Order shall be construed in a manner consistent with each other so as to effect the purpose of each; provided, however, that if there is determined to be any inconsistency between any Plan provision and any provision of this Confirmation Order that cannot be so reconciled, then solely to the extent of such inconsistency, the provisions of this Confirmation Order shall govern and any provision of this Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence. The provisions of this Confirmation Order are integrated with each other and are non-severable and mutually dependent.

59. Confirmation Order, {Doc. No. 740 ] , paragraph 10, p. 20. Vesting of Retained Causes of Action.

Any Retained Causes of Action that the Debtors may hold against any Entity shall vest upon the Effective Date in the Liquidating Trust.

60. Confirmation Order, {Doc. No. 740 ] paragraph HH. Retention of Jurisdiction.

The Bankruptcy Court may properly retain jurisdiction over the matters set forth in Article X of the Plan as provided for therein.

61. Confirmation Order, {Doc. No. 740 ] paragraph II. Liquidating Trustee.

The Committee has, pursuant to the Plan, selected Mr.


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Kenneth J. Buechler, Esq., as the Liquidating Trustee. Upon the Effective Date, the Liquidating Trustee shall be fully empowered and authorized to act in accordance with the Plan and the Liquidating Trust.

62. Confirmation Order, {Doc. No. 740 ] paragraph 39. References to Plan Provisions.

The terms of the Plan are an integral part of this Confirmation Order and are incorporated herein by reference. The failure specifically to include or reference any particular provision of the Plan in this Confirmation Order shall not in any manner whatsoever affect, diminish, or impair the effectiveness of such provision, it being the intent of the Bankruptcy Court that entry of this Confirmation Order constitutes approval and confirmation of the Plan in its entirety.

STIPULATED EXHIBITS AND POTENTIAL WITNESSES

63. The parties have attached hereto as Attachment 1 a list of Stipulated Exhibits, both as to authenticity and admissibility.

64. The parties have attached hereto as Attachment 2 a list of potential witnesses that

may be called at the hearing. 65. In addition, the Court is asked to take judicial notice of the contents of all the

pleadings and MORs, as are applicable to this matter, filed in the jointly administered Debtors’ cases.


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WHEREFORE the U.S. Trustee and the Liquidating Trustee request that the Court accept this Joint Stipulated Facts and Exhibits for the hearing on the Liquidating Trustee’s Motion to Administratively Close Chapter 11 Cases and the UST’s Objection, and requests such other relief as this Court deems just and appropriate.

Dated: August 16, 2017, Respectfully submitted,

PATRICK S. LAYNG UNITED STATES TRUSTEE

/s/ Alison Goldenberg By: Alison Goldenberg, Esq. #37138 Trial Attorney for the U.S. Trustee 1961 Stout Street, Suite 12-200 Denver, CO 80294 (303) 312-7238 (303) 312-7259 fax [email protected]

AND BUECHLER & GARBER, LLC /s/ Michael J. Guyerson

By: Michael J. Guyerson 999 18th Street, Suite 1230 South Denver, CO 80202 Phone: (720) 381-0045 Fax: (720) 381-0382 [email protected] Attorneys for Kenneth J., Buechler, Atna Liquidating Trustee


mailto:[email protected]

mailto:[email protected]

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CERTIFICATE OF SERVICE

I hereby certify that on the date set forth below a copy of the JOINT STIPULATED FACTS FOR HEARING ON LIQUIDATING TRUSTEE’S MOTION TO ADMINISTRATIVELY CLOSE CHAPTER 11 CASES AND THE U.S. TRUSTEE’S OBJECTION was served by deposit in the United States Mail, postage prepaid, to the following parties below and on the attached mailing matrix: Dated: August 16, 2017, Great Basin Unified Air Pollution Control District Phillip L. Kiddoo, APCO 157 Short Street Bishop, CA 93514 Attn: David Nam Horizon Wyoming Uranium, Inc. 14142 Denver West Parkway, Ste. 250 Golden, CO 80401 Aaron Boschee Squire Patton Boggs (US) LLP 1801 California St. Ste. 4900 Denver, CO 80202 Nava Hazan Squire Patton Boggs (US) LLP 30 Rockefeller Plaza, 23rd Floor New York, NY 10112 Stephen D. Lerner Squire Patton Boggs (US) LLP 221 E. Fourth St. #2900 Cincinnati, OH 45202 Peter R. Morrison Squire Patton Boggs (US) LLP 4900 Key Tower, 127 Public Square Cleveland, OH 44114 Andrew Michael Simon


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Squire Patton Boggs (US) LLP 221 E. Fourth St., Ste. 2900 Cincinnati, OH 45202 Elliot M. Smith Squire Patton Boggs (US) LLP 221 E. Fourth St., Ste. 2900 Cincinnati, OH 45202 Peter A. Cal, Esq. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Eric E. Johnson, Esq. Sherman & Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Christopher L. Richardson, Esq. Davis Graham &Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Risa Lynn Wolf-Smith HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 P.O. Box 8749 Denver, CO 80201-8749 Brian P. Gaffney Snell & Wilmer L.L.P. 1200 Seventeenth Street, Suite 1900 Denver, CO 80202 Douglas W. Brown Brown, Berardini & Dunning, P.C. 2000 South Colorado Boulevard Tower Two, Suite 700 Denver, Colorado 80222 Matthew J. Ochs HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Post Office Box 8749


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Denver, Colorado 80201-8749 Reed W. Morgan Oren B. Haker (admission pending) STOEL RIVES LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204 Southern Counties Oil Co. LP dba SC Fuels 1800 W. Katella Avenue Suite 400 Orange, CA 92867 Attn: Robert Bollar

Total Specialties USA, Inc. 1201 Louisiana Street, Suite 1800 Houston, TX 77002 Attn: Ronke Sodeinde

Cutting Edge Supply 234 East “O” Street Colton, CA 92324 Attn: Brian Tramison

Western Mining Services, LLC 1140 Partee Lane Ceres, CA 95307 Attn: Mike Loche Thiessen Team USA Inc. 1840 Sharps Access Road Elko, NV 89801 Attn: Ivano Belfiore Jessica C.K. Boelter Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Matthew G. Martinez Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Michael J. Guyerson


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Kenneth Buechler 999 18th Street, Suite 1230-S Denver, Colorado 80202 SC Fuels 1800 W. Katella Ave. Suite 400 Orange, CA 92867-3449 Total Specialties, USA, Inc. 1201 Louisiana Street, Ste. 1800 Houston, TX 77002-5605 Upshot Services LLC 8629 E. 23rd Ave., Ste. 275 Denver, CO 80238

/s/Celina Worley For Buechler & Garber, LLC


ATTACHMENT 1

Exh

No.

Description Offered (Yes/No)

Admitted (Yes/No)

Comment

1 Atna Resources Inc., et al. Joint Chapter 11 Plan of Liquidation dated 10/17/16

X

2 Findings of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming Debtors’ Joint Chapter 11 Plan of Liquidation (Doc No. 740)

X

3 Liquidating Trust Agreement dated 12/31/16 X

4 Atna Monthly Operating Report December 2015 X

5 Atna Monthly Operating Report December 2016 X

6

Chapter 11 Quarterly Fees Atna Resources, Inc.

X

7 Chapter 11 Quarterly Fees Canyon Resources Corporation

X

8 Chapter 11 Quarterly Fees CR Briggs Corporation

X

9 Chapter 11 Quarterly Fees CR Montana Corporation

X

10 Chapter 11 Quarterly Fees CR Kendall Corporation

X

11 Chapter 11 Quarterly Fees Atna Resources Ltd. X

12 Chapter 11 Quarterly Fees Horizon Wyoming Uranium, Inc.

X

13 Chapter 11 Quarterly Fees Schedule X


14 Operating Guidelines and Reporting Requirements of the United States Trustee for Chapter 11 Debtors in Possession and Chapter 11 Trustees

X

- Court is asked to take Judicial notice of all pleadings filed in these cases, including:

Motion to Administratively Close Chapter 11 Cases (Doc No. 803)

United States Trustee’s Objection to Motion to Administratively Close Chapter 11 Cases (Doc No. 815)

Trustee’s Reply to Objection to Motion to Administratively Close Chapter 11 Cases and Request for Hearing (Doc No. 818)

United States Trustee’s Supplemental Brief Supporting Objection to Motion to Administratively Close Chapter 11 Cases (Doc No. 831)

Trustee’s Reply Brief to Supplemental Brief of the United States Trustee in Support of Objection to Motion to Administratively Close Chapter 11 Cases (Doc No. 834)

United States Trustee’s Rebuttal Brief in Support of His Motion to Administratively Close Chapter 11 Cases (Doc No. 844)

Any exhibit endorsed by the other party

Any exhibit necessary for rebuttal purposes


ATTACHMENT 2

WITNESSES The United States Trustee may call the following witnesses:

1. Victor Greco, Bankruptcy Analyst for the United States Trustee’s Office, to testify regarding all aspects of the Debtors’ Chapter 11 bankruptcy case, including the information included by the Debtors in their correspondence to the UST, monthly operating reports, fees, disclosure statement and plan, financial documents, etc.

2. Any witnesses endorsed by the debtors or any other party or present in the courtroom. 3. Any witnesses necessary for impeachment or rebuttal.

The Atna Liquidating Trustee may call the following witnesses:

1. Kenneth Buechler the Atna Liquidating Trustee to testify as to all maters raised by the Motion and Replies filed herein.

2. Any witnesses endorsed by the debtors or any other party or present in the

courtroom. 3. Any witnesses necessary for impeachment or rebuttal.


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