Case information
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40401
Winner World Holdings Limited, et al. v. Blackrock Metals Inc., et al.
(Quebec) (Civil) (By Leave)
Docket
Judgments on applications for leave to appeal are rendered by the Court, but are not necessarily unanimous.
| Date | Proceeding | Filed By (if applicable) |
|---|---|---|
| 2023-05-12 | Close file on Leave | |
| 2023-05-04 | Copy of formal judgment sent to Registrar of the Court of Appeal and all parties | |
| 2023-05-04 | Judgment on leave sent to the parties | |
| 2023-05-04 |
Judgment of the Court on the application for leave to appeal, The application for leave to appeal from the judgment of the Court of Appeal of Quebec (Montréal), Number 500-09-030101-224, 2022 QCCA 1073, dated August 5, 2022, is dismissed with costs. Dismissed, with costs |
|
| 2023-03-20 | All materials on application for leave submitted to the Judges, for consideration by the Court | |
| 2022-12-21 | Correspondence received from, (Letter Form), (Printed version filed on 2022-12-21) | Winner World Holdings Limited |
| 2022-12-01 | Applicant's reply to respondent's argument, (Letter Form), Completed on: 2022-12-08, (Printed version due on 2022-12-08) | Winner World Holdings Limited |
| 2022-11-23 | Certificate (on limitations to public access), (Letter Form), 23A, (Printed version filed on 2022-11-24) | Blackrock Metals Inc. |
| 2022-11-21 | Notice of name, (Letter Form), (Printed version filed on 2022-11-24) | Blackrock Metals Inc. |
| 2022-11-21 | Respondent's response on the application for leave to appeal, (Book Form), Completed on: 2022-11-23, (Printed version filed on 2022-11-24) | Blackrock Metals Inc. |
| 2022-10-21 | Letter acknowledging receipt of a complete application for leave to appeal, FILE OPENED 2022-10-21 | |
| 2022-10-04 | Notice of name, (Letter Form), (Printed version filed on 2022-10-11) | Winner World Holdings Limited |
| 2022-10-04 | Certificate (on limitations to public access), (Letter Form), 23A, (Printed version filed on 2022-10-11) | Winner World Holdings Limited |
| 2022-10-04 | Application for leave to appeal, (Book Form), (3 volumes), Completed on: 2022-10-04, (Printed version filed on 2022-10-11) | Winner World Holdings Limited |
Parties
Please note that in the case of closed files, the “Status” column reflects the status of the parties at the time of the proceedings. For more information about the proceedings and about the dates when the file was open, please consult the docket of the case in question.
Main parties
| Name | Role | Status |
|---|---|---|
| Winner World Holdings Limited | Applicant | Active |
| 4470524 Canada Inc. | Applicant | Active |
| Golden Surplus Trading | Applicant | Active |
| Prosperity Steel | Applicant | Active |
v.
| Name | Role | Status |
|---|---|---|
| Blackrock Metals Inc. | Respondent | Active |
| Investissement Québec | Respondent | Active |
| OMF Fund II H LTD. | Respondent | Active |
Counsel
Party: Winner World Holdings Limited
Counsel
Sophie Perron
David Grossman
Suite 1400, Place Alexis Nihon, Tower 2
3500, De Maisonneuve Blvd. West
Montréal, Quebec
H3Z 3C1
Telephone: (514) 935-4460
FAX: (514) 935-2999
Email: dmitchell@imk.ca
Agent
100- 340 Gilmour Street
Ottawa, Ontario
K2P 0R3
Telephone: (613) 695-8855 Ext: 102
FAX: (613) 695-8580
Email: mfmajor@supremeadvocacy.ca
Party: 4470524 Canada Inc.
Counsel
Sophie Perron
David Grossman
Suite 1400, Place Alexis Nihon, Tower 2
3500, De Maisonneuve Blvd. West
Montréal, Quebec
H3Z 3C1
Telephone: (514) 935-4460
FAX: (514) 935-2999
Email: dmitchell@imk.ca
Agent
100- 340 Gilmour Street
Ottawa, Ontario
K2P 0R3
Telephone: (613) 695-8855 Ext: 102
FAX: (613) 695-8580
Email: mfmajor@supremeadvocacy.ca
Party: Golden Surplus Trading
Counsel
Sophie Perron
David Grossman
Suite 1400, Place Alexis Nihon, Tower 2
3500, De Maisonneuve Blvd. West
Montréal, Quebec
H3Z 3C1
Telephone: (514) 935-4460
FAX: (514) 935-2999
Email: dmitchell@imk.ca
Agent
100- 340 Gilmour Street
Ottawa, Ontario
K2P 0R3
Telephone: (613) 695-8855 Ext: 102
FAX: (613) 695-8580
Email: mfmajor@supremeadvocacy.ca
Party: Prosperity Steel
Counsel
Sophie Perron
David Grossman
Suite 1400, Place Alexis Nihon, Tower 2
3500, De Maisonneuve Blvd. West
Montréal, Quebec
H3Z 3C1
Telephone: (514) 935-4460
FAX: (514) 935-2999
Email: dmitchell@imk.ca
Agent
100- 340 Gilmour Street
Ottawa, Ontario
K2P 0R3
Telephone: (613) 695-8855 Ext: 102
FAX: (613) 695-8580
Email: mfmajor@supremeadvocacy.ca
Party: Blackrock Metals Inc.
Counsel
Ouassim Tadlaoui
Jonathan Warin
1 Place Ville Marie
Suite 4000
Montréal, Quebec
H3B 4M4
Telephone: (514) 871-1522
FAX: (514) 871-8977
Email: jlegault@lavery.ca
Party: Investissement Québec
Counsel
Noah Zucker
Guillaume Michaud
1 Place Ville Marie, suite 2500
Montréal, Quebec
H3B 1R1
Telephone: (514) 847-4747
FAX: (514) 286-5474
Email: luc.morin@nortonrosefulbright.com
Party: OMF Fund II H LTD.
Counsel
1 Place Ville Marie
Suite 2880
Montréal, Quebec
H3B 4R4
Telephone: (514) 868-5634
FAX: (514) 868-5700
Email: jhimo@torys.com
Summary
Keywords
Bankruptcy and insolvency — Procedure — Whether reverse vesting orders are legal in Canada —Whether reverse vesting order improperly deprived creditors of rights and is legally impermissible under Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 — Whether the test for leave to appeal under Companies’ Creditors Arrangement Act should be modified for pure questions of law – Companies’ Creditors Arrangement Act, ss. 11, 13, 36.
Summary
Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.
A Company began the development of a mining project. It signed a loan agreement with two secured creditors who held a minority of shares in the Company. Another group of shareholders collectively held 54% of the shares in the Company.
Following the secured creditors’ refusal to renew the loan, the Company initiated proceedings under the Companies’ Creditors Arrangement Act. The supervising court approved a two-phase process of call for submissions concerning the assets and companies, and it approved a Stalking Horse bid by the secured creditors. One potentially viable bid was identified during Phase 1, but it was found not viable at Phase 2. The Stalking Horse Bid was the only remaining bid.
The Company and secured creditors submitted a proposal for a reverse vesting order that included third-party releases from claims relating to the Company and its restructuring. The majority shareholders opposed the transaction. The Superior Court approved the transaction and issued the reverse vesting order and third-party releases. A judge of the Court of Appeal dismissed the majority shareholders’ application for leave to appeal.
Lower court rulings
Superior Court of Quebec
500-11-060598-212
Order approving a sale and investment solicitation process and approving a stalking horse agreement of purchase and sale.
Superior Court of Quebec
2022 QCCS 2828, 500-11-060598-212
Transaction approved and reverse vesting order issued.
Court of Appeal of Quebec (Montréal)
2022 QCCA 1073, 500-09-030101-224
Application for leave to appeal dismissed.
Memorandums of argument on application for leave to appeal
The memorandums of argument on an application for leave to appeal will be posted here 30 days after leave to appeal has been granted unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of the memorandum by filing out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
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Downloadable PDFs
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Related links
Factums on appeal
The factums of the appellant, the respondent and the intervener will be posted here at least 2 weeks before the hearing unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of factums by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a factum or want permission to use a factum, please contact the author of the factum directly. Their contact information appears on the first page of each factum.
Downloadable PDFs
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