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Document 2539041
YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 TABLE OF CONTENTS 1. INTRODUCTION .................................................................................................... 1 2. ACTIVITIES OF THE MONITOR TO DATE .............................................................2 3. ASSET VALUES ......................................................................................................3 4. CURRENT SITUATION .......................................................................................... 4 5. THE REVISED CASH FLOW ................................................................................... 5 6. INTERIM FINANCING ......................................................................................... 10 7. CONCLUSIONS AND RECOMMENDATIONS ....................................................... 12 APPENDICES A. Revised Cash Flow to July 31, 2015 B. Maynards Financial Limited Partnership Interim Loan Agreement YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 1. INTRODUCTION 1.1 On March 13, 2015, on the application of Yukon Zinc Corporation (the “Company” or “Yukon Zinc”), the Supreme Court of British Columbia (the “Court”) made an order (the “Initial Order”) granting the Company protection from its creditors pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”). Under the Initial Order, PricewaterhouseCoopers Inc. (“PwC”) was appointed Monitor of the Company (the “Monitor”). 1.2 Pursuant to the Initial Order, among other things, all creditors are stayed from commencing or continuing any proceedings against the Company until April 10, 2015, the date set for the subsequent hearing in the proceeding (the “Comeback Hearing”). 1.3 Until January 2015, the Company operated its Wolverine Mine (the “Mine”), located 282 kilometres north east of the City of Whitehorse, in the Yukon, for the production of zinc, copper, and lead concentrates. The by-products of the production process include gold and silver. The Mine, comprising 3,281 mineral claims, includes underground mining areas, a processing mill, and camp facilities. 1.4 This is the first report of the Monitor. It is not intended to be a comprehensive review of the affairs of the Company. It is the intention of the Monitor to file a comprehensive report in advance of the Comeback Hearing. 1.5 The purpose of this limited-scope report is to provide the Court with the Monitor's views on the following matters to be considered during the Court hearing scheduled for March 19, 2015: 1.6 1.5.1 The Company’s Revised Cash Flow Statement (the “Revised Cash Flow”), specifically relating to the period leading up to the Comeback Hearing; and 1.5.2 The Company's application for interim financing with a charge in support thereof (the “Interim Lender’s Charge”). Unless otherwise stated, all monetary amounts noted herein are expressed in Canadian dollars. Capitalized terms not otherwise defined herein are as defined in the Company's application materials, including the first affidavit of Mr. Jing You Lu sworn March 13, 2015 (the "Lu Affidavit"). 1 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 1.7 2. The Monitor has created a website at www.pwc.com/car-yukonzinc. All prescribed materials filed by the Company and the Monitor relating to this CCAA proceeding are available to creditors and other interested parties in electronic format on the Monitor’s website. The Monitor will make regular updates to the website to ensure that creditors and interested parties are kept current and to add prescribed materials as required. ACTIVITIES OF THE MONITOR TO DATE 2.1 PwC was retained by the Company to act as the Monitor in anticipation of the CCAA filing. In the days immediately leading up to the CCAA filing, PwC began the process of becoming familiar with the nature of the operations, assets and liabilities of Yukon Zinc. PwC also provided assistance to the Company in the preparation of its cash flow forecast (the “Initial Cash Flow”) filed as part of its material in support of the initial filing. 2.2 The Monitor has attended the Company’s corporate office in Vancouver, BC to meet with the head office employees and to review the Company’s books and records. The Monitor has not yet attended the Mine where the Company’s operations and assets are located. 2.3 The Company has cooperated with the Monitor in providing unrestricted access to its books and records. Further, the Monitor has begun the process of reviewing the Company’s receipts and planned disbursements together with monitoring the Company’s performance relative to the Initial Cash Flow. 2.4 The Monitor has undertaken its statutory notice requirements pursuant to subsection 23(1)(a) of the CCAA and as provided in Paragraph 39 of the Initial Order. In particular, the Monitor has: 2.4.1 Sent notice, in the prescribed form, along with a letter from the Company, to the Company’s creditors on March 17, 2015; 2.4.2 Deployed its website www.pwc.com/car-yukonzinc. The Initial Order, the Company’s application materials, and a list of creditors including their names, addresses and amounts have now been posted to the website; 2.4.3 Established a telephone hotline (604) 806-7237 and an email address [email protected] to field inquiries; and 2 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 2.4.4 Arranged for notice of the CCAA proceedings to be published in The Yukon News on Wednesday, March 18, 2015 and Wednesday, March 25, 2015. 3. ASSET VALUES 3.1 The assets of Yukon Zinc are almost entirely comprised of the items relating to the Mine. These assets consist of various pieces of moveable equipment (e.g. generators, haul trucks and loaders), a processing mill facility constructed approximately 5 years ago at a cost in excess of $100 million, an underground mine, 3,281 mineral claims, as well as various leases, permits, licenses and other contractual arrangements necessary to operate the Mine. 3.2 Yukon Zinc acquired the mine property in 2008. The Company has advised that the parent company of Yukon Zinc has invested in excess of $500 million to acquire, develop and fund the ongoing operation of the Mine. 3.3 The Mine was in operation until January 2015, at which time it was put into care and maintenance, primarily as a result of the weak commodity prices for the various metals that the mine produces. Although Yukon Zinc has not achieved historical profitability, it has operated over a relatively short period of time, namely from early 2012 until early 2015. The Company has advised the Monitor that with improved commodity prices, the Mine can be operated profitably. 3.4 The Monitor has not had sufficient time to review and assess the assets and operations of Yukon Zinc to develop a view on the value of the Mine. Accordingly, the Monitor has no independent view of value at this time. The Monitor does observe that there are various independent third party reports on certain of the assets and the Mine in general. These reports include an appraisal of certain pieces of movable equipment, a valuation report performed in February 2015, a life of mine financial model to 2023, a report on the mineral reserves, technical reports, and a closure plan. 3.5 The Monitor notes in particular that the above-referenced February 2015 valuation report estimates the value of the Mine to be very significant. The Monitor is not able to comment on the reasonableness of the valuation at this time. 3 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 3.6 4. The Monitor also notes that the appraisal of certain pieces of moveable equipment provides a value for this equipment to be well in excess of the $1.4 million contemplated to be borrowed under the interim financing during the period to the Comeback Hearing. CURRENT SITUATION 4.1 As detailed in the Lu Affidavit, the Company suspended operations at the Mine on January 21, 2015. Since that time, the Company has been transitioning from mining operations that employed approximately 150 people to a care and maintenance status aimed at preserving the value of the assets. 4.2 Currently, the Company maintains 12 employees at the Mine and 13 employees at its head office in Vancouver, BC. 4.3 The Company intends to put the Mine into care and maintenance which will allow the Mine to remain protected and preserved for a period of time while the Company’s financial affairs and the general market conditions improve. In order to put the Mine into care and maintenance, the Company has to implement and carry out a temporary closure plan (the “Temporary Closure Plan”) which was previously submitted to and approved by the Yukon Government (“YG”). The Temporary Closure Plan includes, but is not limited to: 4.3.1 Decommissioning the mill; 4.3.2 Dewatering and ventilating the underground mine areas on an ongoing basis; and 4.3.3 Maintaining the general infrastructure of the Mine. 4.4 As noted above, the Temporary Closure Plan was submitted to and approved by YG. However, given the current financial difficulties, the Company has not been able to carry out all aspects of the Temporary Closure Plan and, therefore, is currently not in compliance with the plan as approved by YG. 4.5 The Company is currently in discussions with YG and hopes to have a revised, and less costly, Temporary Closure Plan agreed to and approved in a timely manner. 4 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 5. THE REVISED CASH FLOW 5.1 5.2 The Revised Cash Flow and the Monitor’s report on the Revised Cash Flow are attached as Appendix A. The Revised Cash Flow shows a total cash requirement of $1.4 million to the Comeback Hearing and an additional $5.5 million for the period April 11, 2015 to July 31, 2015 (for a total of $6.9 million). The Monitor notes that this cash requirement includes the costs of performing care and maintenance activities that are determined to be reasonable in the Company’s assessment. This cash requirement does not include the following: 5.1.1 The full costs associated with the Temporary Closure Plan that was approved by YG. The Company believes it will be able to demonstrate to YG that a number of the steps in the Temporary Closure Plan can be eliminated or amended to reduce the cost; and 5.1.2 Any costs associated with gaining access to and preserving the underground mine areas as such costs are unknown at this time (see below). The Monitor notes the following revisions have been made to the Initial Cash Flow provided by the Company in the Lu Affidavit: 5.2.1 The total CCAA forecasted cash requirements to July 31, 2015 have decreased from $7.1 million to $6.9 million. This change is as a result of the following: 5.2.1.1 The Company collected pre-filing sales amounts that were $63,000 greater than expected. This relates to the sales of inventory shipped prior to the CCAA proceedings; 5.2.1.2 Approximately $84,000 of employee costs were paid immediately prior to the CCAA filing as payroll was due at the Mine on March 13. Therefore, this cost is not included in the Revised Cash Flow; 5.2.1.3 The remaining $53,000 reduction is due to changes in cash balances and other costs stayed by the Initial Order; and 5 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 5.2.2 The period from Week 1 to Week 4 has been highlighted in Appendix A to show the cash requirements to the Comeback Hearing, scheduled for April 10, 2015. As shown, it is expected that the Company will require $1.4 million of interim financing to the Comeback Hearing. 5.3 The forecast cash requirements to July 31, 2015 of $6.9 million as reflected in the Revised Cash Flow will increase once the above-noted access to the underground mine areas is achieved and the nature of the work is determined. As a result, the Company may have incremental cash requirements which is the primary reason that the Company negotiated an interim financing facility of $8 million instead of its currently estimated cash needs of $6.9 million. This should allow the Company sufficient access to capital to accomplish the increased care and maintenance activities that may be required prior to July 31, 2015. 5.4 As noted above, the Company has not been able to access the underground mine areas since mid-January 2015 due to safety concerns. As a result, the underground areas have not been dewatered nor ventilated. The Company anticipates there will be costs required to make access to the underground mine areas safe, however, it is unable to estimate the potential cost of this activity until it assesses the current situation in the underground mine areas in consultation with YG. The quantum and timing of these costs are unknown at this time and is one of the important activities that the Company will need to undertake over the next few weeks. The Company will need to work with YG to determine the scope of work and the related costs. 5.5 As noted above, the Company requires $1.4 million of interim financing to the date of the Comeback Hearing as detailed below: (in thous ands ) Description Av ailable cash Estim ated receipts Estim ated disbursem ents (sum m arized below) Net cash requirem ent $ 1 52 3 00 (1 ,7 57 ) (1 ,3 05) Rounded to next 000's (1,400) Interim financing facility 1,500 6 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 5.6 The $1.760 million of estimated disbursements noted above is summarized below: (in thousands) Description Operating costs Head office costs Non-operating costs Estimated disbursements $ (1,080) (144) (533) (1,757) 5.7 With the exception noted above, namely, the cost associated with re-accessing the underground mine areas, the Monitor is satisfied that the Revised Cash Flow reflects reasonable and necessary disbursements to preserve and protect the assets of the Company to the Comeback Hearing. It is unlikely that access to the underground areas will be achieved prior to the date of the Comeback Hearing as both the Company and YG will need to determine how this is safely accomplished. Accordingly, these costs will begin to be incurred in the period following the Comeback Hearing. 5.8 The Monitor provides the following comments on the Revised Cash Flow: 5.8.1 Minimal receipts 5.8.1.1 Receipts over the cash flow period total $300,000, of which the full amount is expected to be received before the Comeback Hearing. 5.8.1.2 The estimated receipts relate to the final holdbacks on shipments of copper concentrate. As operations were suspended 2 months ago, there are no other receipts anticipated. 5.8.2 Operating costs 5.8.2.1 The operating costs to the Comeback Hearing are estimated to total $1.080 million. 5.8.2.2 The Mine employees currently rotate on a one-week shift rotation (6 employees per shift). After March 27, 2015, the Company will increase the number of employees to 18 and have them on a two-week shift rotation (9 employees per shift). This increase in the number of employees per shift is required by YG; 7 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 5.8.2.3 As part of the operating costs, the Company will bring in a team of 10 employees (in addition to the planned 18 Mine employees) beginning the week of April 3, 2015 to work for a one-month period to decommission the mill (i.e. prepare the equipment within the mill for long-term storage, etc.). Once the mill has been decommissioned, the team will leave the Mine; and 5.8.2.4 Fuel (i.e. diesel and propane) costs remain the highest and most critical for ongoing maintenance of the Mine as required for power generation, dewatering and ventilation of the underground mine areas, heating, and cooking. 5.8.3 Current head office costs 5.8.3.1 The head office costs to April 10, 2015 are estimated to be $143,684. 5.8.3.2 These costs will be reviewed by the Monitor over the next few weeks to determine the actual head office staffing requirements going forward. Until the matters are resolved with YG, the Mine moved to full care and maintenance status, and the future direction of the Company determined, the ongoing requirement of head office functions cannot be determined. 5.8.4 Non-operating costs 5.8.4.1 The non-operating costs consist of the restructuring professional fees, other CCAA related restructuring costs, as well as the costs related to the interim financing. 5.8.4.2 Non-operating costs during the period to the Comeback Hearing are estimated to be $533,882, consisting of: Interim financing interest and fees of $130,882 (discussed in the next section); Restructuring professional fee retainers of $75,000 for the Company’s counsel, the Monitor, and the Monitor’s counsel; 8 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 5.8.4.3 5.9 Professional fees of $128,000; and Professional fee contingencies of $200,000. The estimated amount for professional fees to the Comeback Hearing is based on a relatively straight forward restructuring with cooperative parties; however, based on past experience, the Monitor is aware that unanticipated actions of parties and unexpected issues may arise. As a result, the Monitor is of the view that it is prudent to include a contingency in the cash flow for such developments. As the Company is going through a transition from operations to a care and maintenance status, the costs at the Mine are not easily estimated as several unknowns remain, including resolution with YG surrounding the required care and maintenance activities. As such, there are some contingencies built into the Revised Cash Flow to provide flexibility and allow the Company to: 5.9.1 Enter into new arrangements with suppliers on a go-forward basis; 5.9.2 Pay key suppliers to secure procurement of required goods and services; 5.9.3 Make alternative business arrangements in order to affect the Temporary Closure Plan; and 5.9.4 Address the specific requirements of YG regarding the Temporary Closure Plan. 5.10 The contingencies are relatively small given the change in operating status for the Company and the uncertainties associated with this change. The Monitor expects that these contingencies will be sufficient until the date of the Comeback Hearing, but thereafter it is likely that further costs will need to be provided for to address the incremental care and maintenance costs. 5.11 The Monitor is in the process of setting up systems which will allow it to oversee the incurring of post-filing obligations and the funding of the related disbursements. 9 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 6. INTERIM FINANCING Financing requirements 6.1 The Company estimates it will require interim financing of approximately $1.4 million to the Comeback Hearing as detailed in Appendix A. Securing an interim financing lender 6.2 The Company approached Maynards Financial Limited Partnership (“Maynards”) to provide interim financing on the basis that an interim financing facility would be granted a Court-ordered charge in priority to all charges on the Company’s assets, other than the Administration Charge. 6.3 Maynards has provided the Company with a commitment for interim financing (the “Interim Loan Agreement”), attached as Appendix B. 6.4 Some of the key features of the Interim Loan Agreement include: 6.4.1 The total credit facility is $8.0 million, which allows the Company the ability to borrow its currently estimated cash requirements to July 31, 2015 in the total amount of $6.9 million, plus provides for an additional amount should the need arise (i.e. dealing with the underground mine areas) and the Court approves such additional borrowing at the time; 6.4.2 The Company estimates its cash requirements to April 10, 2015 will total $1.4 million. The interim financing facility accommodates such initial cash needs and the Company is requesting Court approval to borrow up to $1.5 million prior to the Comeback Hearing; 6.4.3 The facility can be drawn in $100,000 increments; 6.4.4 There is a financing upfront fee of 5% on the first $1.5 million borrowed and 2.5% on the remaining $6.5 million. The fee total is $237,500, of which $75,000 is payable immediately with the balance payable once the remaining portion is drawn; 10 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 6.4.5 The interest rate is 9% on funds borrowed and there is a standby fee of 2% on the unused portion of the facility; 6.4.6 The annualized cost of borrowing under the interim financing facility is under 10%. This includes the commitment fee, the interest, and the standby fee. The Monitor notes that the flexibility to draw on the facility in $100,000 increments greatly reduces the overall cost of borrowing for the Company; 6.4.7 Graduated early prepayment options; 6.4.8 Termination date of the earliest of: 6.4.8.1 September 15, 2015; 6.4.8.2 6 months from the granting of the Order approving the Interim Loan Agreement; 6.4.8.3 The date the stay of proceedings expires in the CCAA Proceedings; and 6.4.8.4 10 days following written notice being provided by the Company to Maynards of an unremedied Event of Default (as defined in the Interim Loan Agreement); and 6.4.9 All outstanding principal and interest is repaid on the Termination Date (as defined in the Interim Loan Agreement). 6.5 The initial $1.5 million draw of interim financing proposed under the Interim Loan Agreement would provide the Company sufficient resources to preserve the value of its assets until the Comeback Hearing and initiate the Temporary Closure Plan. 6.6 The Monitor is satisfied the terms of the Interim Loan Agreement are commercially reasonable and fair due to the: 6.6.1 Time-sensitive nature of the Company’s cash flow requirements; 6.6.2 Unique nature of the Company’s assets; 11 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 6.6.3 Remote location of the Mine which is difficult and time consuming to access; and 6.6.4 Costs required to run a due diligence process for more than one potential interim financing lender. 7. CONCLUSIONS AND RECOMMENDATIONS 7.1 The Company is seeking the Court’s approval for an: 7.1.1 Interim financing facility in the amount of $8 million, with the CCAA-ordered priority charge subordinated only to the Administrative Charge; and 7.1.2 Initial draw of up to $1.5 million to allow it to: 7.1.2.1 Preserve the value of its assets to the Comeback Hearing; 7.1.2.2 Attempt to reach a revised Temporary Closure Plan with YG; and 7.1.2.3 Determine what is necessary to return to compliance with its statutory environmental and safety obligations related to the underground mine areas. 7.2 If the financing is not approved, the Company will remain non-compliant with its statutory environmental and safety obligations which may result in preservation measures being taken by YG. 7.3 The Monitor supports the Company’s application for interim financing and the related CCAA priority charge to preserve the long-term value of the Company’s assets for the benefit of all interested parties. 12 YUKON ZINC CORPORATION MONITOR’S FIRST REPORT TO COURT March 17, 2015 This report is respectfully submitted this 17th day of March, 2015. PricewaterhouseCoopers Inc. Court Appointed Monitor of Yukon Zinc Corporation Michael J. Vermette, CIRP Senior Vice President Christopher Stocco, CIRP Vice President 13 APPENDIX A Revised Cash Flow to July 31, 2015 Yukon Zinc Corporation Revised Proforma CCAA Cash Flow Statement For the Period March 13, 2015 to July 31, 2015 Canadian Dollars Period Period Ending Notes Receipts Collection of pre-filing sales Other Total Receipts Operating Costs Raw material / freight / storage costs Assay / royalty costs Mill / camp costs Employee costs Property tax / insurance / other taxes Other costs Total Operating Costs 2 1 20-Mar 2 27-Mar 3 3-Apr - - 300,000 300,000 3 4 5 6 (75,000) (196,200) (40,680) (311,880) (13,000) (5,000) (297,708) (82,500) (59,731) (457,940) (450) (47,500) (35,000) (62,443) (145,393) 7 6 (5,057) (51,500) (56,557) (51,500) (51,500) (27,476) (7,000) (1,152) (35,627) Non-Operating Costs Restructuring professional fees Professional fee retainers CCAA restructuring costs Interim financing interest & fees Total Non-Operating Costs (75,000) (120,000) (195,000) (164,000) (164,000) (10,882) (10,882) Total Disbursements (563,437) (673,440) Net Receipts (Disbursements) (563,437) Head Office Costs Lease / utilities Employee costs Other head office costs Total Head Office Costs Cash Balance Opening cash balance Net receipts (disbursements) Interim financing borrowing in period Ending Cash Balance Interim Financing Interim financing balance at beginning of period Interim financing borrowing in period Interim Financing Balance at End of Period 8 4 Comeback 10-Apr Period Total - (143,006) (21,451) (164,457) 300,000 300,000 5 17-Apr 6 24-Apr 7 1-May 8 8-May 9 15-May 10 22-May 11 29-May 12 5-Jun 13 12-Jun 14 19-Jun 15 26-Jun 16 3-Jul 17 10-Jul 18 17-Jul 19 24-Jul 20 31-Jul CCAA Total - - 105,000 105,000 - - - - - - - - - - - - - 405,000 405,000 (88,450) (5,000) (684,415) (117,500) (184,305) (1,079,669) (16,699) (2,000) (120,260) (20,844) (159,804) (13,000) (5,000) (53,063) (10,659) (81,722) (4,200) (639,688) (120,260) (114,622) (878,770) (43,006) (70,000) (16,951) (129,957) (2,000) (82,500) (12,675) (97,175) (12,000) (1,800) (13,800) (13,000) (5,000) (43,063) (82,500) (21,534) (165,097) (391,688) (35,000) (64,003) (490,691) (32,532) (110,000) (1,152) (143,684) (51,500) (51,500) (5,057) (5,057) (1,476) (51,500) (1,152) (54,127) (26,000) (7,000) (33,000) (51,500) (51,500) (5,057) (5,057) (51,500) (51,500) (27,476) (7,000) (1,152) (35,627) - (5,057) (51,500) (56,557) - (27,476) (58,500) (2,852) (88,827) (164,000) (164,000) (328,000) (75,000) (130,882) (533,882) (150,000) (162,500) (312,500) (64,000) (64,000) (24,236) (24,236) (64,000) (64,000) (64,000) (33,611) (97,611) - (50,000) (50,000) - (50,000) (40,077) (90,077) (191,902) (328,457) (1,757,235) (523,804) (150,779) (957,133) (226,957) (148,675) (82,857) (216,597) (623,929) (22,217) (215,232) (394,522) (1,539,522) (22,217) (198,175) (673,440) 108,098 (328,457) (1,457,235) (523,804) (150,779) (852,133) (226,957) (148,675) (82,857) (216,597) (623,929) (22,217) (215,232) (394,522) (1,539,522) (22,217) 152,471 (563,437) 500,000 89,034 89,034 (673,440) 600,000 15,594 15,594 108,098 123,692 123,692 (328,457) 300,000 95,235 152,471 (1,457,235) 1,400,000 95,235 95,235 (523,804) 500,000 71,431 71,431 (150,779) 100,000 20,653 20,653 (852,133) 900,000 68,520 68,520 (226,957) 200,000 41,562 41,562 (148,675) 200,000 92,887 92,887 (82,857) 10,031 10,031 (216,597) 300,000 93,434 93,434 (623,929) 600,000 69,505 69,505 (22,217) 47,288 47,288 (215,232) 200,000 32,057 32,057 (394,522) 400,000 37,535 37,535 (1,539,522) 1,600,000 98,013 500,000 500,000 500,000 600,000 1,100,000 1,100,000 1,100,000 1,100,000 300,000 1,400,000 3,100,000 200,000 3,300,000 3,300,000 3,300,000 3,300,000 300,000 3,600,000 3,600,000 600,000 4,200,000 4,200,000 4,200,000 4,200,000 200,000 4,400,000 4,400,000 400,000 4,800,000 4,800,000 1,600,000 6,400,000 - 1,400,000 1,400,000 1,400,000 500,000 1,900,000 1,900,000 100,000 2,000,000 2,000,000 900,000 2,900,000 2,900,000 200,000 3,100,000 - (64,000) (64,000) - (19,319) (2,898) (22,217) (12,000) (82,500) (14,175) (108,675) (43,063) (300,000) (51,459) (394,522) (315,646) (117,500) (750,000) (177,472) (1,360,618) (19,319) (2,898) (22,217) (12,000) (82,500) (14,175) (108,675) (2,000) (300) (2,300) (53,063) (82,500) (20,334) (155,897) (114,450) (35,899) (2,347,329) (993,021) (1,050,000) (731,105) (5,271,804) - (51,500) (51,500) (5,057) (5,057) (51,500) (51,500) (135,186) (543,000) (6,307) (684,493) - (38,000) (38,000) (57,000) (52,847) (109,847) (779,000) (75,000) (150,000) (444,152) (1,448,152) (7,357) (317,243) (7,404,449) (198,175) (7,357) (317,243) (6,999,449) 98,013 (22,217) 75,797 75,797 (198,175) 200,000 77,622 77,622 (7,357) 70,265 70,265 (317,243) 300,000 53,021 152,471 (6,999,449) 6,900,000 53,021 6,400,000 6,400,000 6,400,000 200,000 6,600,000 6,600,000 6,600,000 6,600,000 300,000 6,900,000 - 6,900,000 6,900,000 Notes 1 The purpose of this Cash Flow Statement is to determine the liquidity requirements for Yukon Zinc Corporation (the "Company") during the CCAA proceedings. 2 Receipts are remaining payments due to the Company regarding pre-CCAA concentrate sales. 3 Includes costs to store concentrate at port and transport remaining concentrate inventory to port. 4 There are a few shipments in transit and sales have not been finalized. Further assay services by an independent third party are required prior to the final invoices being issued. 5 Includes costs for basic care and maintenance of the Wolverine Mine such as food, fuel, propane and travel expense to transport maintenance staff to the Mine. 6 Includes wages and related benefits. 7 Includes the head office lease, executive residential leases, and relevant utilities. 8 Amounts in $USD have been converted to $CAD based on Bank of Canada closing rate of 1.2790 on March 13, 2015. Revised Cash Flow Summary 3/18/2015 Yukon Zinc Corporation (the “Company”) Revised CCAA Cash Flow Statement For the Period March 13, 2015 to July 31, 2015 Review of the Monitor 1. The Revised CCAA Cash Flow Statement (the “Revised Cash Flow”) has been prepared by the Company for the purpose described in Note 1, using the Probable and Hypothetical Assumptions set out in Notes 2 to 8. 2. The Monitor’s review of the Revised Cash Flow consisted of inquiries and discussion related to information supplied to the Monitor by certain management and employees of the Company. Since Hypothetical Assumptions need not be supported, the procedures with respect to them were limited to evaluating whether they were consistent with the purpose of the Revised Cash Flow. The Monitor has also reviewed the support provided by management of the Company for the Probable Assumptions and the preparation and presentation of the Revised Cash Flow. 3. Based on the Monitor’s review, nothing has come to our attention that causes us to believe that, in all material respects: a. The Hypothetical Assumptions are not consistent with the purpose of the Revised Cash Flow; b. As at the date of this report, the Probable Assumptions developed by management are not suitably supported and consistent with the plans of the Company or do not provide reasonable basis for the Revised Cash Flow, given the Hypothetical Assumptions; or c. The Revised Cash Flow does not reflect the Probable and Hypothetical Assumptions. 4. Since the Revised Cash Flow is based on assumptions regarding future events, actual results will vary from the information presented even if the Hypothetical Assumptions occur, and the variations may be material. Accordingly, we express no assurance as to whether the Revised Cash Flow will be achieved. We express no opinion or other form of assurance with respect to the accuracy of any financial information presented in this report, or relied upon by us in preparing this report. 5. The Revised Cash Flow has been prepared solely for the purpose described in Note 1 of the Revised Cash Flow, and readers are cautioned that it may not be appropriate for other purposes. APPENDIX B Maynards Financial Limited Partnership Interim Loan Agreement