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<br />Exhibit 1 -Proposed Confirmation Order Page 3 of 69
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<br />Hof the Bankruptcy Code (Docket No. 529) (the "Plan"), as amended asset forth in this Order
<br />and the Memorandum in Support of Confirmation of First Amended Joint Plan of Orderly
<br />Liquidation of Hopedale Mining, LLC and its Affiliated Debtors Under Chapter 11 of the
<br />Bankruptcy Code (Docket No. 573) (the "Confirmation Memorandum," and collectively with
<br />the Plan, the "Plan");2 (a) the approval, on an final basis, of the First Amended Joint Disclosure
<br />Statement Pursuant to Section 1125 of the Bankruptcy Code with Respect to the Joint Plan of
<br />Orderly Liquidation of Hopedale Mining, LLC and its Affiliated Debtors Under Chapter 11 of
<br />the Bankruptcy Code (Docket No. 530) (the "Disclosure Statement") filed by the above -
<br />captioned debtors and debtors -in -possession (the "Debtors") and the Official Committee of
<br />Unsecured Creditors of the Debtors (the "Committee," and collectively with the Debtors, the
<br />"Proponents"). This Court having considered_ O the Plan; (u) the Disclosure Statement; (in)
<br />the Confirmation Memorandum, including the (x) Declaration of Thomas Fairfield in Support of
<br />Confirmation of First Amended Joint Plan of Liquidation Under the Bankruptcy Code attached
<br />to the Confirmation Memorandum (the "Fairfield Declaration") and (y) Declaration of Emily
<br />Young of Epiq Corporate Restructuring, LLC Regarding Voting and Tabulation of Ballots Cast
<br />on Debtors' First Amended Joint Plan ofLiqui dation Under the Bankruptcy Code attached to the
<br />Confirmation Memorandum (the "Youn, Declaration"); (iv) any evidence presented at the
<br />Confirmation Hearing, including the proffers, statements and representations of counsel, the
<br />modifications, amendments and additions to the Plan announced on the record by counsel for the
<br />Proponents or as set forth in the Confirmation Memorandum, which have been incorporated in
<br />writing into this Order, and pursuant to Federal Rule of Civil Procedure 52(a)(1), as incorporated
<br />a Unless otherwise defined herein, capitalized tense shall have the meanings —hied . such terms in the Plan.
<br />Any teen used in the Plan or this Order that is not deined in the Plan or this Order, but that is used in the
<br />Bmmiptcy Code (as defined below) or the Federal Rules of Bmmiptcy Procedure (the `Bankruptw Rules")
<br />shall have the meaning —hied W such teen in the Banlm ptcy Code ar the Banlmiptcy Rules, as applicable.
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<br />E. On July 30, 2020, the United States Trustee appointed the Committee.
<br />Disclosure Statement/ Notice
<br />F. The Disclosure Statement contains adequate information as required by section
<br />1125 of the Bankruptcy Code.
<br />G. The Disclosure Statement, the Plan, the ballots, the Order (A) Scheduling
<br />Combined Hearing on Approval of Disclosure Statement and Confirmation of Plan of
<br />Liquidation, (B) Establishing Procedures for Solicitation and Tabulation of Votes on Plan and
<br />(C) Approving Related Dates, Forms and Procedures (Docket No. 511) (the "Combined
<br />Hearin, Order"), and related materials were transmitted and served as required by the Court
<br />and in compliance with the Combined Hearing Order, the Bankruptcy Code, the Bankruptcy
<br />Rules, and any applicable local bankruptcy rules, as evidenced by the Affidavit of Service of
<br />Solicitation Materials (Docket No. 555) (the "Solicitation Affidavit"). Such transmittal and
<br />service constitutes proper and sufficient notice reasonably calculated, under the circumstances,
<br />to apprise creditors and interested parties of the pendency of the Plan, the Confirmation
<br />Hearing, and afford them an opportunity to present their objections and no other or further
<br />notice is or shall be required.
<br />Votin,
<br />H. Votes to accept or reject the Plan have been solicited with proper and sufficient
<br />notice and tabulated fairly, in good faith, and in a manner consistent with the Combined Hearing
<br />Order, the Bankruptcy Code, the Bankruptcy Rules and, as applicable, the local rules.
<br />by Bankruptcy Rule 7052, issued its oral ruling on the record at the Confirmation Hearing and in
<br />accordance with the Court's ruling on the record, makes the following findings of fact and
<br />conclusions of law:
<br />Findin,s and Conclusions / Judicial Notice
<br />A. The findings and conclusions set forth herein constitute the Court's findings of
<br />fact and conclusions of law pursuant to Fed. R. Banla. P. 7052, made applicable to this
<br />proceeding pursuant to Fed. R. Bankr. P. 9014. To the extent any of the following findings of
<br />fact constitute conclusions of law, they are adopted as such. To the extent any of the following
<br />conclusions of law constitute findings of fact, they are adopted as such.
<br />B. The Court takes judicial notice of the docket in these Chapter 11 Cases and any
<br />related adversary proceedings or the claims registers) maintained by Epiq Corporate
<br />Restructuring, LLC, the Debtors' claims and noticing agent, including, without limitation, all
<br />pleadings and other documents filed, all orders entered, and all evidence and arguments made,
<br />proffered, or adduced at the hearings held before the Court during the pendency of these
<br />Chapter 11 Cases.
<br />Jurisdiction and Venue
<br />C. On July 22, 2020 (the "Petition Date"), the Debtors commenced these cases by
<br />filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. § § 101-
<br />1330, et seq. (the `Bankruptev Code").
<br />D. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. §
<br />157(b)(2)(L). This Court has exclusive jurisdiction to determine whether the Plan complies with
<br />the applicable provisions of the Bankruptcy Code and should be confirmed, and this Court's
<br />exercise of such jurisdiction to enter a final order with respect thereto is proper in all respects.
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<br />Burden of Proof
<br />I. The Proponents have the burden of proving the elements of section 1129(a) (and
<br />if applicable, section 1129(b)) of the Bankruptcy Code by a preponderance of the evidence and
<br />they have met that burden as further found and determined herein.
<br />Compliance with Sections 1123 and 1129 of the Bankrumev Code
<br />J. Section 1129(a)(1) — Plan's Compliance with the Bankruptcy Code. The Plan
<br />complies with all applicable provisions of the Bankruptcy Code as required by section
<br />1129(a)(1) of the Bankruptcy Code, including, without limitation, sections 1122 and 1123 of the
<br />Bankruptcy Code.
<br />K. Sections 1122(a) and 1123(a)(1)44). The Plan satisfies sections 1122(a) and
<br />1123(a)(1) of the Bankruptcy Code and designates separate Classes of Claims, and each Class
<br />contains Claims that are substantially similar to the other Claims within that Class. The Plan
<br />satisfies sections 1123(a)(2) through (4) of the Bankruptcy Code by specifying the treatment of
<br />each Class that is unpaired, and by providing the same treatment for each Clain within a
<br />particular Class.
<br />L. Section 1123(a)(5). The Plan and various documents set forth therein or
<br />incorporated by reference provide adequate means for the Plan's implementation, including,
<br />inter alia: (t) the creation of the Liquidating Trust and the transfer of the Liquidating Trust
<br />Assets to the Liquidating Trust. Accordingly, the Plan satisfies section 1123(a)(5) of the
<br />Bankruptcy Code.
<br />M. Sections 1123(a)(6) — (a)(8). Section 1123(a)(6) of the Bankruptcy Code is not
<br />applicable to the Plan since it does not provide for the issuance of any interests in any Debtors.
<br />Section 1123(a)(7) does not apply as the Plan provides for the dissolution of the Debtors and it
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