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Dominion Diamond Mines - Status Updates

October 9, 2020

On October 9, 2020, the Applicants issued a press release advising that the Stalking Horse Bidder is unable to remove all of its purchase conditions and therefore it is impractical to seek court approval of the Stalking Horse Bid at its October 14, 2020 application. No other qualified bids were submitted as part of the SISP. The Stay of Proceedings remains in place until November 7, 2020.


October 5, 2020

On October 5, 2020, the Applicants filed their motion material in advance of the Sale Approval and Vesting Order Application to be heard by the Court on October 14, 2020.


June 19, 2020

On June 19, 2020, the Applicants hearing for a second Amended and Restated Initial was concluded and resulted in the granting of the Second Amended and Restated Initial Order which provides for the following:
- An extension of the Stay of Proceedings until and including September 28, 2020;
- Approval of a financial advisor agreement dated April 22, 2020 (the "Financial Advisor Agreement") between the Applicants and Evercore Group L.L.C. (the "Financial Advisor");
- Granting of a charge in favour of the Financial Advisor as security for amounts payable under the Financial Advisor Agreement:
- Authorizing and empowering the Applicants to obtain and borrow under a credit facility pursuant to a term sheet (the "Interim Facility") among the Applicants and Washington Diamond Lending, LLC and other lenders (the "Interim Lenders") for an amount not to exceed US$60 million;
- Granting a charge in favour of the Interim Lenders to secure all obligations under the Interim Facility;
- Approving procedures for a sales and investment solicitation process;
- Authorizing DDH and DDM (the "Sellers") to execute a stalking horse term sheet (the "Stalking Horse Term Sheet") with an affiliate of Washington Diamond Investments II, LLC (the "Stalking Horse Bidder") and further authorizing the Sellers to negotiate and finalize a definitive stalking horse agreement of purchase and sale substantially in accordance with the Stalking Horse Term Sheet;
- Approving the Sellers obligation to pay the break-up fee and expense reimbursements provided for in the Stalking Horse Term Sheet;
- Granting a charge in favour of the Stalking Horse Bidder as security for the payment of the break-up fee and expense reimbursement provided for under the Stalking Horse Term Sheet;
- Approval of a key employee retention plan (the "KERP"); and
- Granting a charge in favour of the certain key employees as security for the amounts payable under the KERP.


June 3, 2020

On June 3, 2020, the Court adjourned the Applicants' Notice of Application seeking the granting of the Second ARIO and extended the Stay of Proceedings to June 19, 2020.


May 29, 2020

On May 21, 2020, the Applicants served an application (the "Second ARIO Application") returnable May 29, 2020, for a second Amended and Reinstated Initial Order (the "Second ARIO") including, among other things, the following relief:
- approving a financial advisor agreement (the "Financial Advisor Agreement") dated April 22, 2020 between the Applicants and Evercore Group L.L.C. (the "Financial Advisor") and authorizing the Applicants to continue the engagement of the Financial Advisor on the terms set out in the Financial Advisor Agreement;
- granting a charge in favour of the Financial Advisor as security for amounts payable under the Financial Advisor Agreement;
- authorizing and empowering the Applicants to obtain and borrow under a credit facility (the "Interim Facility") pursuant to a term sheet among the Applicants and Washington Diamond Lending, LLC and the other lenders party thereto (collectively, the "Interim Lenders"), provided that borrowings under the Interim Facility shall not exceed US$60.0 million;
- granting a charge in favour of the Interim Lenders to secure all obligations under the Interim Facility;
- approving procedures for a sales and investment solicitation process (the "SISP");
- authorizing DDH and DDM (collectively, the "Dominion Vendors") to execute a stalking horse term sheet (the "Stalking Horse Term Sheet") with an affiliate of Washington Diamond Investments Holdings II, LLC (the "Stalking Horse Bidder"), authorizing the Dominion Vendors to negotiate and finalize a definitive stalking horse agreement of purchase and sale substantially in accordance with the Stalking Horse Term Sheet (the "Stalking Horse Bid") and approving the Dominion Vendors' obligation to pay the break-up fee and expense reimbursements provided for in the Stalking Horse Term Sheet;
- granting a charge in favour of the Stalking Horse Bidder as security for the payment of the break-up fee and expense reimbursement provided for under the Stalking Horse Term Sheet (the "Break-up Fee and Expense Charge");
- approving a key employee retention plan (the "KERP");
- granting a charge in favor of certain key employees as security for the amounts payable under the KERP; and
- extending the Stay of Proceedings until and including August 31, 2020.
On May 29, 2020, the Court commenced hearing the Second ARIO Application, but the hearing was not completed and the Court ordered the continuation of the hearing at 2:30 p.m. Mountain time on Wednesday, June 3, 2020.


May 1, 2020

On May 1, 2020 the Court granted an amended and reinstated Initial Order which provides for:
- an extension of the Stay of Proceedings until and including June 1, 2020;
- an increase of the Administration Charge and Directors' Charge granted in the CCAA Proceedings to the amounts sought in the Originating Application of $3.5 million and $4.0 million, respectively; and
- increasing the amount of the payments the Applicants are authorized, but not required, to make with respect to expenses incurred prior to the commencement of the CCAA Proceedings to the amount sought in the Originating Application of $5.0 million.


April 22, 2020

On April 22, 2020 Dominion Diamond Mines ULC, Dominion Diamond Delaware Company, LLC, Dominion Diamond Canada ULC, Washington Diamond Investments, LLC, Dominion Diamond Holdings, LLC and Dominion Finco Inc. (collectively, the "Applicants" or "Dominion") sought and obtained an initial order (the "Initial Order") under the Companies' Creditors Arrangement Act ("CCAA"). Pursuant to the Initial Order FTI Consulting Canada Inc. was appointed monitor (the "Monitor") of the Applicants. Under the Initial Order the Applicants were granted a Stay Period to May 2, 2020. Accordingly the Court scheduled a comeback hearing ("Comeback Hearing") for May 1, 2020 where it would hear arguments with respect to the relief granted in the Initial Order.


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