Case: JGR Doc#:480 Filed:05/05/16 Entered:05/05/16 09:37:22 Page1 of 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO ) ) ) ) ) )

Transcription

1 Case: JGR Doc#:480 Filed:05/05/16 Entered:05/05/16 09:37:22 Page1 of 1 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re: Atna Resources Inc., et al. Debtors. 1 Case No JGR Chapter 11 Jointly Administered Under Case No JGR NOTICE OF FILING TRANSCRIPT OF CONTINUED AUCTION PROCEEDINGS PLEASE TAKE NOTICE that a copy of the transcript of the continued auction proceedings that took place on May 4, 2016, and that were referenced in the prior Notice of Filing of Auction Transcript (Docket No. 475 filed with the Court, is attached hereto. Dated: May 5, 2016 Respectfully submitted, SQUIRE PATTON BOGGS (US LLP /s/ Stephen D. Lerner Stephen D. Lerner (Ohio # Squire Patton Boggs (US LLP 221 E. Fourth Street, Suite 2900 Cincinnati, OH ( (phone ( (fax Stephen.lerner@squirepb.com Admitted to District Court for District of Colorado Attorneys for the Debtors and Debtors in Possession 1 The debtors and debtors in possession and their respective case numbers are: Atna Resources Inc. ( ; Canyon Resources Corporation ( ; CR Briggs Corporation ( ; CR Montana Corporation ( ; CR Kendall Corporation ( ; Atna Resources Ltd. ( ; Horizon Wyoming Uranium, Inc. ( /1/AMERICAS

2 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page1 of UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO 2 3 Case No JGR Chapter 11 4 Jointly Administered Under Case No JGR 5 REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 6 May 4, In re: 8 Atna Resources, Inc., et al., 9 Debtors Proceedings commenced at 5:02 p.m. in the above-entitled matter on Wednesday, May 4, 2016, at California Street, Suite 4900, Denver, Colorado 80202, before Tina M. Stuhr, Registered Professional 13 Reporter and Notary Public within Colorado Hunter + Geist, Inc Grant Street, Suite 1025 Denver, CO scheduling@huntergeist.com Your Partner in Making the Record Court Reporting, Legal Videography, and Videoconferencing

3 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page2 of 7 In Re: Atna Resources, Inc., et al. (Debtors REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 5/4/2016 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO Case No JGR Chapter 11 Jointly Administered Under Case No JGR REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS May 4, For the Bidder W.R.H. Nevada Properties, LLC: WILLIAM R. HENDERSON SCOTT SEEDALL P.O. Box Carson City, Nevada (Appearing Telephonically 3 In re: Atna Resources, Inc., et al., Debtors. Proceedings commenced at 5:02 p.m. in the above-entitled matter on Wednesday, May 4, 2016, at 1801 California Street, Suite 4900, Denver, Colorado 80202, before Tina M. Stuhr, Registered Professional Reporter and Notary Public within Colorado. 2 4 A P P E A R A N C E S For the Debtors and Debtors-In-Possession: STEPHEN D. LERNER, ESQ. ELLIOTT SMITH, ESQ. ANDREW SIMON, ESQ. Squire Patton Boggs US LLP 221 East Fourth Street Suite 2900 Cincinnati, Ohio ROD GLOSS, CFO (Appearing Telephonically For the Lender Waterton: MATTHEW G. MARTINEZ, ESQ. JESSICA C.K. BOELTER, ESQ. Sidley Austin LLP. One South Dearborn Chicago, Illinois (Appearing Telephonically For the Bidder DV Natural Resources: JOSEPH W. BEAN, ESQ. 435 Cheshire Farm Lane St. Louis, Missouri (Appearing Telephonically For the Bidder Randol Gold Div/Randol International Ltd.: JIM BRADBURY Mountfield Drive Golden, Colorado (Appearing Telephonically For the Bidder Solitario Exploration & Realty Corp.: JAMES R. MARONICK 4251 Kipling Street Wheat Ridge, Colorado (Appearing Telephonically 1 2 WHEREUPON, the following proceedings were 3 had at 5:02 p.m.: 4 MR. LERNER: Good afternoon. This is 5 Stephen Lerner of Squire Patton Boggs, counsel for 6 Atna Resources and the other debtors. We're gathered 7 together on a telephonic conference with a court 8 reporter present with me, together with my colleagues 9 from Squire Patton Boggs, Elliott Smith and Andrew 10 Simon, and we're here to continue the auction that was 11 begun on Monday, May 2nd. It is now approximately 12 5:03 on Wednesday, May 4, Is anyone on for the debtors? 14 MR. GLOSS: Ron Gloss with Atna Resources 15 is on the line. 16 MR. LERNER: Thank you. Is anyone on the 17 phone -- sorry. Who just dialed in? 18 MR. BRADBURY: Jim Bradbury. 19 MR. LERNER: Hi, Jim. 20 MR. BRADBURY: Hi. 21 MR. LERNER: So, Jim, we're live on the 22 record with a court reporter, and you are representing 23 Randol International; is that correct? 24 MR. BRADBURY: I'm just for Randol. I 25 think Hans is going to call in too, Hans von 1 (Pages 1 to 4

4 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page3 of 7 In Re: Atna Resources, Inc., et al. (Debtors REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 5/4/ Michaelis. 2 MR. LERNER: Okay. He has not dialed in 3 yet. 4 MR. BRADBURY: He should be on the 5 record. 6 MR. LERNER: Okay. Who's on for 7 Waterton, please? 8 MR. MARTINEZ: Hi. You have Matthew 9 Martinez for Waterton, and also on with me for 10 Waterton is Jessica Boelter. 11 MR. LERNER: Okay. For DV Natural 12 Resources? 13 MR. BEAN: You have Joseph Bean on behalf 14 of DV Natural Resources. 15 MR. LERNER: Okay. For Solitario? 16 MR. MARONICK: James Maronick. 17 MR. LERNER: And for W.R.H. Nevada 18 Properties? 19 MR. SEEDALL: Scott Seedall. 20 MR. HENDERSON: Scott Seedall and William 21 Henderson. 22 MR. LERNER: Great. Thank you. Is 23 Mr. Guyerson on the call for the Creditors Committee? 24 (No response. 25 MR. LERNER: Okay. Is there anybody 5 1 tomorrow and we will file that prior to the hearing, 2 but at this point we -- you know, we believe we will 3 have four completed transactions subject to court 4 approval at the hearing tomorrow. And unless anybody 5 has questions, this will conclude the auction, again, 6 subject to the right to reopen if it should be 7 necessary in accordance with the bid procedures as 8 approved by the bankruptcy court. 9 Does anyone have any questions or 10 statements to make on the record? 11 MR. MARONICK: This is Jim Maronick. I'm 12 assuming that those people whose bids have been 13 accepted will stay? Those are not in any way to be 14 re-auctioned? 15 MR. LERNER: Yeah, the auction itself can 16 be reopened. We have no intention of reopening it 17 with respect to really any bidder, but certainly with 18 respect to the three bidders whose asset purchase 19 agreements are completed, there should not be any 20 reason to revisit, you know, the auction for those 21 assets. Does that address your question? 22 MR. MARONICK: Yeah. Yeah. I mean, is 23 Waterton going to say, Oh, wait, we want to rebid on 24 the royalties or the whatever? That isn't likely to 25 happen? 7 1 who's on the call who has not identified him or 2 herself? 3 (No response. 4 MR. LERNER: Okay. So as I noted, this 5 is a continuation of the auction that began on Monday, 6 May 2nd. When we suspended the auction late that 7 afternoon, we indicated that we would do so and reopen 8 the auction when progress had been made with respect 9 to finalizing the asset purchase agreements for each 10 of the four successful bidders. 11 At this point we have completed the asset 12 purchase agreements for DV Natural Resources, 13 Solitario, and W.R.H. Nevada Properties, LLC. We have 14 not completed, but are close to completion, the asset 15 purchase agreement with Waterton. 16 We did not want to delay further, you 17 know, continuing the auction, so at this point our 18 intention is to close the auction. It is subject to 19 being reopened under the bidding procedures if the 20 need should arise. It's not our hope to do that, and 21 our hope is to finalize the APA with Waterton in the 22 next, you know, short period of time. 23 We will file the transcript of the 24 auction of Monday shortly. We will receive a 25 transcript of this shorter proceeding today sometime 6 1 MR. LERNER: No, that's not the debtor's 2 intention at all. 3 MR. MARONICK: Okay. 4 MR. LERNER: Are there any other 5 questions or statements? 6 (No response. 7 MR. LERNER: Okay. If not, it's now 8 5:07 p.m. We'll conclude the auction subject to 9 reopening, and we will proceed to our hearing 10 tomorrow. 11 Thanks very much again for everybody's 12 participation and have a good day. Bye-bye. 13 WHEREUPON, the within proceedings were 14 concluded at the approximate hour of 5:07 p.m. on the 15 4th day of May, * * * * * (Pages 5 to 8

5 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page4 of 7 In Re: Atna Resources, Inc., et al. (Debtors REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 5/4/2016 REPORTER'S CERTIFICATE STATE OF COLORADO ss. CITY AND COUNTY OF DOUGLAS I, TINA M. STUHR, Registered Professional Reporter and Notary Public, State of Colorado, do hereby certify that the within proceedings were taken in machine shorthand by me at the time and place aforesaid and was thereafter reduced to typewritten form; that the foregoing is a true transcript of the proceedings had. I further certify that I am not employed by, related to, nor counsel for any of the parties herein, nor otherwise interested in the outcome of this litigation. 9 IN WITNESS WHEREOF, I have affixed my signature this 5th day of May, My commission expires July 28, Reading and Signing was requested. Reading and Signing was waived. X Reading and Signing is not required. 3 (Page 9

6 Case: JGR REPORTER'S Doc#:480-1 TRANSCRIPT Filed:05/05/16 OF AUCTION Entered:05/05/16 PROCEEDINGS 09:37:22 Page5 of 7 9 REPORTER'S CERTIFICATE STATE OF COLORADO ss. CITY AND COUNTY OF DOUGLAS I, TINA M. STUHR, Registered Professional Reporter and Notary Public, State of Colorado, do hereby certify that the within proceedings were taken in machine shorthand by me at the time and place aforesaid and was thereafter reduced to typewritten form; that the foregoing is a true transcript of the proceedings had. I further certify that I am not employed by, related to, nor counsel for any of the parties herein, nor otherwise interested in the outcome of this litigation. IN WITNESS WHEREOF, I have affixed my signature this 5 th day of May, My commission expires July 28, Reading and Signing was requested. Reading and Signing was waived. X Reading and Signing is not required.

7 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page6 of 7 In Re: Atna Resources, Inc., et al. (Debtors REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 5/4/2016 Page 10 A above-entitled 1:11 accepted 7:13 address 7:21 Administered 1:4 affixed 9:12 aforesaid 9:6 afternoon 4:4 6:7 agreement 6:15 agreements 6:9,12 7:19 al 1:8 Andrew 2:4 4:9 anybody 5:25 7:4 APA 6:21 Appearing 2:7,12 2:16,21,25 3:4 approval 7:4 approved 7:8 approximate 8:14 approximately 4:11 asset 6:9,11,14 7:18 assets 7:21 assuming 7:12 Atna 1:8 4:6,14 auction 1:5 4:10 6:5,6,8,17,18,24 7:5,15,20 8:8 Austin 2:11 B bankruptcy 1:1 7:8 Bean 2:15 5:13,13 began 6:5 begun 4:11 behalf 5:13 believe 7:2 bid 7:7 bidder 2:14,18,22 3:1 7:17 bidders 6:10 7:18 bidding 6:19 bids 7:12 Boelter 2:10 5:10 Boggs 2:5 4:5,9 Box 3:3 Bradbury 2:19 4:18,18,20,24 5:4 Bye-bye 8:12 C C 2:1 C.K 2:10 California 1:12 call 4:25 5:23 6:1 Carson 3:3 Case 1:3,4 certainly 7:17 CERTIFICATE 9:1 certify 9:5,8 CFO 2:7 Chapter 1:3 Cheshire 2:15 Chicago 2:12 Cincinnati 2:6 City 3:3 9:3 close 6:14,18 colleagues 4:8 Colorado 1:1,12,13 2:20,24 9:2,4 commenced 1:11 commission 9:15 Committee 5:23 completed 6:11,14 7:3,19 completion 6:14 conclude 7:5 8:8 concluded 8:14 conference 4:7 continuation 6:5 continue 4:10 continuing 6:17 Corp 2:22 correct 4:23 counsel 4:5 9:8 COUNTY 9:3 court 1:1 4:7,22 7:3 7:8 Creditors 5:23 D D 2:3 day 8:12,15 9:13 Dearborn 2:11 debtor's 8:1 debtors 1:9 2:2 4:6 4:13 Debtors-In-Posse... 2:2 delay 6:16 Denver 1:12 dialed 4:17 5:2 DISTRICT 1:1 Div/Randol 2:18 DOUGLAS 9:3 Drive 2:20 DV 2:14 5:11,14 6:12 E E 2:1,1 East 2:5 Elliott 2:4 4:9 employed 9:8 ESQ 2:3,4,4,10,10 2:15 et 1:8 everybody's 8:11 expires 9:15 Exploration 2:22 F Farm 2:15 file 6:23 7:1 finalize 6:21 finalizing 6:9 following 4:2 foregoing 9:6 form 9:6 four 6:10 7:3 Fourth 2:5 further 6:16 9:8 G G 2:10 gathered 4:6 Gloss 2:7 4:14,14 going 4:25 7:23 Gold 2:18 Golden 2:20 good 4:4 8:12 Great 5:22 Guyerson 5:23 H Hans 4:25,25 happen 7:25 hearing 7:1,4 8:9 Henderson 3:2 5:20,21 Hi 4:19,20 5:8 hope 6:20,21 hour 8:14 I identified 6:1 Illinois 2:12 indicated 6:7 intention 6:18 7:16 8:2 interested 9:9 International 2:18 4:23 J James 2:23 5:16 Jessica 2:10 5:10 JGR 1:3,4 Jim 2:19 4:18,19 4:21 7:11 Jointly 1:4 Joseph 2:15 5:13 July 9:15 K Kipling 2:24 know 6:17,22 7:2 7:20 L Lane 2:15 late 6:6 Lender 2:9 Lerner 2:3 4:4,5,16 4:19,21 5:2,6,11 5:15,17,22,25 6:4 7:15 8:1,4,7 line 4:15 litigation 9:10 live 4:21 LLC 3:1 6:13 LLP 2:5,11 Louis 2:16 M M 1:12 9:4 machine 9:5 Maronick 2:23 5:16,16 7:11,11 7:22 8:3 Martinez 2:10 5:8 5:9 matter 1:11 Matthew 2:10 5:8 mean 7:22 Michaelis 5:1 Missouri 2:16 Monday 4:11 6:5 6:24 Mountfield 2:20 N N 2:1 Natural 2:14 5:11 5:14 6:12 necessary 7:7 need 6:20 Nevada 3:1,3 5:17 6:13 Notary 1:13 9:4 noted 6:4 O Oh 7:23 Ohio 2:6 Okay 5:2,6,11,15 5:25 6:4 8:3,7 outcome 9:9 P P 2:1,1 p.m 1:11 4:3 8:8,14 P.O 3:3 participation 8:12 parties 9:8 Patton 2:5 4:5,9 people 7:12 period 6:22 phone 4:17 place 9:5 please 5:7 point 6:11,17 7:2

8 Case: JGR Doc#:480-1 Filed:05/05/16 Entered:05/05/16 09:37:22 Page7 of 7 In Re: Atna Resources, Inc., et al. (Debtors REPORTER'S TRANSCRIPT OF AUCTION PROCEEDINGS 5/4/2016 Page 11 present 4:8 prior 7:1 procedures 6:19 7:7 proceed 8:9 proceeding 6:25 proceedings 1:5,11 4:2 8:13 9:5,7 Professional 1:12 9:4 progress 6:8 Properties 3:1 5:18 6:13 Public 1:13 9:4 purchase 6:9,12,15 7:18 Q question 7:21 questions 7:5,9 8:5 R R 2:1,23 3:2 Randol 2:18 4:23 4:24 re-auctioned 7:14 Reading 9:18,20,22 really 7:17 Realty 2:22 reason 7:20 rebid 7:23 receive 6:24 record 4:22 5:5 7:10 reduced 9:6 Registered 1:12 9:4 related 9:8 reopen 6:7 7:6 reopened 6:19 7:16 reopening 7:16 8:9 reporter 1:13 4:8 4:22 9:4 REPORTER'S 1:5 9:1 representing 4:22 requested 9:18 required 9:22 Resources 1:8 2:14 4:6,14 5:12,14 6:12 respect 6:8 7:17,18 response 5:24 6:3 8:6 revisit 7:20 Ridge 2:24 right 7:6 ROD 2:7 Ron 4:14 royalties 7:24 S S 2:1 Scott 3:2 5:19,20 Seedall 3:2 5:19,19 5:20 short 6:22 shorter 6:25 shorthand 9:5 shortly 6:24 Sidley 2:11 signature 9:13 Signing 9:18,20,22 Simon 2:4 4:10 Smith 2:4 4:9 Solitario 2:22 5:15 6:13 sorry 4:17 South 2:11 Squire 2:5 4:5,9 ss 9:2 St 2:16 State 9:2,4 statements 7:10 8:5 STATES 1:1 stay 7:13 Stephen 2:3 4:5 Street 1:12 2:5,24 Stuhr 1:12 9:4 subject 6:18 7:3,6 8:8 successful 6:10 Suite 1:12 2:6 suspended 6:6 T taken 9:5 telephonic 4:7 Telephonically 2:7 2:12,16,21,25 3:4 Thank 4:16 5:22 Thanks 8:11 think 4:25 three 7:18 time 6:22 9:5 Tina 1:12 9:4 today 6:25 tomorrow 7:1,4 8:10 transactions 7:3 transcript 1:5 6:23 6:25 9:6 true 9:6 typewritten 9:6 U UNITED 1:1 V von 4:25 W W 2:15 W.R.H 3:1 5:17 6:13 wait 7:23 waived 9:20 want 6:16 7:23 Waterton 2:9 5:7,9 5:10 6:15,21 7:23 way 7:13 We'll 8:8 we're 4:6,10,21 Wednesday 1:11 4:12 Wheat 2:24 WHEREOF 9:12 William 3:2 5:20 WITNESS 9:12 X 9:22 X Y Yeah 7:15,22,22 Z : : : : :6,11 4:12 8:15 9: : : : :5 28 9: :6 2nd 4:11 6: :6,11 4: : : : :12 4th 8:15 5 5:02 1:11 4:3 5:03 4:12 5:07 8:8,14 5th 9: : : : : : :3