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Dowland Contracting Ltd., Dowland Industrial Works Ltd. and B – Asset Information...Dowland...
Transcript of Dowland Contracting Ltd., Dowland Industrial Works Ltd. and B – Asset Information...Dowland...
*connected thinking
Dowland Contracting Ltd., Dowland Industrial Works Ltd. and
6070 N.W.T. Limited (In Receivership)
Invitation for Offers to Purchase
Pictures of
equipment
Asset Information Package
Alvarez & Marsal Canada Inc.
The Court-appointed Receiver Manager
June 25, 2013
Table of Contents
1. Notice to Reader 4
2. Introduction 6
3. Sale Procedures 11
4. Real Estate Asset Packages 14
5. Other Assets Packages 21
6. Contact information 30
Appendices
A. Terms and Conditions of Sale
B. Format for Offers
C. Details of Other Assets by Package (Separate document)
2
1 Notice to Reader
Notice to Reader
Alvarez & Marsal Canada Inc. (“A&M”) was appointed as Court-appointed receiver and manager (the “Receiver”) , pursuant
to an order of the Court of the Queen’s Bench of Alberta effective May 21, 2013 of all of the current and future assets of
Dowland Contracting Ltd., Dowland Industrial Works Ltd. and 6070 N.W.T. Limited (hereinafter collectively referred to as
“Dowland” or the “Company”).
The Receiver has been authorized to solicit proposals for the purchase of all or some of the assets (the “Assets”) of the
Company located at various locations across Northern, Central and Western Canada.
This document has been prepared solely for the convenience of prospective purchasers to assist them in deciding whether
they wish to submit a proposal to purchase some or all of the Assets.
A&M expressly advises, and the potential purchaser acknowledges, that the potential purchaser will not and could not
reasonably rely on this information in arriving at a decision to purchase part of all of the Assets listed herein. A&M has not
independently verified any of the information contained herein and makes no express or implied representation or warranty
with respect to the accuracy or completeness of such information. Nothing contained in this document is, or should be relied
upon as, a representation as to the future potential for the Assets. Each prospective purchaser must rely upon its own
inspection and investigation in order to satisfy itself as to title, encumbrances description, fitness for purpose, quantity,
condition, existence, quality, value of any other matter or thing whatsoever relating to the Assets to be purchased.
The information contained herein has been prepared for the sole purpose of presentation to prospective purchasers of the
Assets and is to be held in confidence and is not to be reproduced or used for any other purpose or disclosed to third parties
without the express written consent of A&M.
4
2 Introduction
Introduction
Overview
Dowland provided full construction services for commercial, industrial, institutional, and design-build projects.
The Company’s services included design, construction, management, logistics, foundation installations and soil
investigation, and general contracting. It also provided support services for oil and gas exploration and infrastructure,
such as ice-profiling, pressure testing, conductor hole drilling, pipefitting and welding, tank cleaning, inspection and repair,
and explosives supply services.
The Company is headquartered in Edmonton and has branch offices in Kamloops, Inuvik, Iqaluit, Whitehorse, Yellowknife
and Anchorage, Alaska (the “Branch Offices”). Through these offices, Dowland provided construction services in
Northern, Central, Western Canada and Alaska.
Dowland has a significant amount of construction, equipment, tools and materials located at Edmonton and the Branch
Offices, as well as on other project sites across Western and Northern Canada including Cambridge Bay, Terrace, and
various site locations in Alberta and Saskatchewan. All of these locations are shown on the following page.
In addition, Dowland has fee simple ownership interest in various commercial land and buildings and residential
properties in both Inuvik and Iqaluit.
The Receiver is seeking offers to purchase various parcels of assets, the details of which are set out in this Asset
Information Package.
6
Overview of Locations
7
KEY:
Main locations
- Edmonton, AB
- Kamloops, BC
- Inuvik, NT
- Iqaluit, NU
Secondary locations
- Whitehorse, YT
- Cambridge Bay, NU
- Terrace, BC
- Drumheller, AB
- Lloydminister, AB
- Wainwright, AB
- Regina, SK
- Rocanville, SK
- Patuank, SK
Locations with real
estate Boston
Inuvik
Edmonton
Iqaluit
Kamloops
Whitehorse
Terrace
Cambridge Bay
Introduction
Key Locations
8
The Edmonton site consists of a rented office, warehouse, and storage yard and was the site of the
Company’s head office. Assets for sale include equipment, a large inventory of newly acquired IT
systems, office furniture and numerous pieces of office and computer equipment. The warehouse
contains project inventory such as fiberglass and drywall and there are numerous pieces of
equipment such as heaters, forklifts and scissor lifts. The yard contains a variety of trucks/suvs,
trailers, zoom booms, scaffolding, and approximately 20 shipping containers containing small tools
and equipment.
The Inuvik assets include offices, warehouses, workshops, and storage yards. There is also a
significant amount of construction equipment such as drill rigs, concrete plant, trucks, loaders, man
lifts, camp living quarters and site offices, fuel station, etc. In addition, there are approx. 50 shipping
containers and highway trailers which contain various building materials and miscellaneous small
tools. There is also a 4-plex residential unit in Inuvik.
The assets located at Kamloops include office equipment and furniture, several vehicles,
excavators and equipment. There are also eight shipping containers containing various tools,
equipment, and furniture.
Edmonton
Alberta
Inuvik
NWT
Iqaluit
NU
The assets located at Iqaluit include one combined office, living quarters, warehouse, and yard. The
yard and warehouse contain a fleet of work trucks and equipment such as a loader, tele-handler,
cement mixer, bobcat, man lift and a 42’ highway trailer. Approximately 34 shipping containers
contain building materials and miscellaneous small tools and equipment. The warehouse contains
construction power tools and supplies. There is also a company residence in Iqaluit.
Kamloops
BC
Introduction
Other Locations
9
Dowland has assets located at three locations in Saskatchewan – Regina, Rocanville and Patuanak.
The equipment includes bobcats, zoom boom, heaters, lighting, site offices, office equipment, camp
trailers, vehicles, containers and miscellaneous tools and materials.
In addition to the Edmonton location, Dowland has three further locations in Alberta - Drumheller,
Lloydminster and Wainwright. The equipment at these various locations is general construction
equipment such as loaders, skid steers, pick-up trucks, zoom boom, forklifts, man lifts and portable
site offices, fencing, heaters, lighting, vehicles, office furnishings, shipping containers and
miscellaneous building materials.
Saskatchewan
Alberta
Whitehorse, Yukon The assets located at Whitehorse have been consolidated from various job sites and include
bobcats, man lifts, pick-up trucks, loaders, frost fighters, zoom booms, office and storage trailers and
4 shipping containers containing small tools and equipment.
Cambridge Bay, NU
The Cambridge Bay assets are located at a job site and include camp construction equipment
heaters, lights, welders, site trailers, vehicles, containers and miscellaneous tools and equipment.
For the purposes of the sale of the assets, the items listed above for each location have been put together in individual packages.
E.g. the assets at Regina in Saskatchewan form one parcel, the assets at Whitehorse are another package, Drumheller is another
package and so on.
Further details on the packages are set out in sections 4 (Real Estate Asset Packages) and section 5 (Other Asset Packages) with
complete listings of all Other Asset Packages set out in the Appendix C.
Terrace, BC The Terrace assets include vans, trucks, 2 CAT loaders, construction materials and tools.
3 Sale Procedures
11
Sale Procedures
Overview
Basis of Sale
A&M, in its capacity as Receiver, will consider proposals to purchase, on an “as is, where is” basis, the Receiver’s right, title and
interest in any or all of the Assets set out in the Parcel descriptions summarized in sections 4 and 5, and detailed in Appendix C. The
sale of the assets will be subject to the Terms and Conditions of Sale attached as Appendix A.
Sale Process
Advertisements will be placed in leading regional and national publications during the week ending June 28, 2013. At the same time, a
number of potentially interested parties identified by the Receiver, or who have directly expressed interest, will be contacted and
provided with a summary of the Assets available for purchase. Interested parties wishing to receive detailed information on the package
of the Assets available for sale will be provided with access to a secure data site containing some further information on the Assets for
sale, including this Asset Information Package.
Parcels of Assets
The Receiver has divided the Assets into multiple parcels depending on the type and physical location of the Assets. The Receiver is
seeking offers for each parcel of Assets described in this Asset information package. Preference will be given to bids for whole parcels
and bidders are welcome to bid for multiple or all parcels.
Inspection of Assets
The Assets are available for inspection during the following preliminary dates:
Edmonton and other Alberta locations – Tuesday July 2 to Friday July 12, 2013
Cambridge Bay, Inuvik, Iqaluit, Kamloops, Whitehorse and other locations in British Columbia and Saskatchewan – Monday July 8
to Friday July 12, 2013
To make an appointment to inspect the Assets please contact one of the A&M personnel listed in section 6 on or before the dates set
out above.
12
Sale Procedures
Overview
Deadline and Format for Offers
All proposals will be given consideration, however, offers must be submitted in accordance with:
(i) the Terms and Conditions of Sale attached as Appendix A; and
(ii) in the form of offer attached in Appendix B to this Information Package
and be received on or before 5:00 p.m. MST Monday July 22, 2013.
Please note that all offers for Assets must be accompanied by a 10% deposit as set out in the Terms and Conditions of Sale.
Access
Under no circumstances shall prospective purchasers and/or interested parties view the Assets and/or enter onto the lands, premises
or operating sites without the express written consent of A&M.
Notice to Prospective Purchasers
Prospective purchasers are cautioned that A&M reserves the right to sell any of the Assets or group of Assets at any time as
determined in A&M’s sole judgment, including prior to July 22, 2013, and is under no obligation to notify prospective purchasers if such
occurs. In addition, the highest offer may not necessarily be accepted, nor will any of the offers submitted necessarily be accepted. Any
offer which is accepted is subject to A&M and any prospective purchaser entering into a formal agreement of purchase and sale on
terms and in form acceptable to A&M and may be subject to the approval of and/or an Order of the Court of the Queen’s Bench of
Alberta.
Contacts at A&M
All contact by prospective purchasers is to be made directly with the designated representatives of A&M noted in section 6.
4 Real Estate Asset
Packages
Real Estate Assets Packages
Overview
The real estate assets for sale at Inuvik comprise of:
Parcel A – Main office, warehouse, camp
building, work shops and storage yard;
Parcel B – Tundra building and yard;
Parcel C – Upper storage yard; and
Parcel D – 4-plex residential unit.
14
Inuvik, NT Iqaluit, NU
The real estate assets for sale at Iqaluit comprise of:
Parcel E – Main office, warehouse, work
shops and storage yard; and
Parcel F – Staff residence.
The following pages contain further information on each property.
Real Estate Asset Packages
Inuvik
Parcel A – Main Office, Workshops, Warehouse and
Yard
Location: 23-31 Industrial Road, Inuvik, NT
Consists of a main office building and warehouse,
camp/workshop building and 2 Quonset storage huts
The 75,150 square feet lot is fully fenced with 3
access gate and has two buildings:
11,592 square feet industrial building plus
2,700 square feet office mezzanine
3,248 square feet industrial building with
1,040 square feet residential suite on the
upper level
A tenant currently occupies 5,000 square feet of the
building
Lot Description: Lots 16 to 20, Block 49, Plan 633
Zoning – M1 light industrial
Property rights – fee simple interest
15
Real Estate Asset Packages
Inuvik
Parcel B – Tundra Building and Yard
Location: 19-21 Industrial Road, Inuvik, NT
Consists of a workshop with 3 large bays, office and
storage
Total site area of 30,060 square feet (2 equal lots)
with a 3,600 square feet industrial building
Site improvements include a washing station, diesel
and gas fuel storage tanks and card operated fuel
pumps
Lot descriptions: lots 21 & 22, Block 49, Plan 633
Zoning – M1 light industrial
Property rights – fee simple interest
16
Real Estate Asset Packages
Inuvik
Parcel C – Upper Yard
Location: 11 to 16 King Road and 74 to 84 Willow Road,
Inuvik, NT
Consists of a fenced storage yard used for storing camp
buildings, office trailers, fencing, generators, materials and
miscellaneous equipment.
Lot descriptions –
King Road - Lots 11 to 16, Block 97
Willow Road – Lots 1 to 6, Block 97
Zoning: M1 - Light Industrial
Lots 11 to 16 have been filled and fenced.
17
Real Estate Asset Packages
Inuvik
Parcel D – Inuvik Residences
Location: 72 – 78 Alder St., Inuvik, NT
Consists of a 4-plex residential unit
2 of the 4 units are currently rented on a short term basis
Lot description: Lots 5 & 6, Block 47, Plan 564
18
Real Estate Asset Packages
Iqaluit
Parcel E – Iqaluit Building and Yard
Location: 1901 Kakivak Court Iqaluit, NT
Comprises of a main office, warehouse,
office, living quarters, workshop and yard
7,500 square feet building (6,000 square feet
footprint and 1,500 square feet mezzanine for
office and residence)
Leased parcel of 0.51 hectares (54,897
square feet )
Lot description: Lot 7, Block 228, Plan 3586
Zoning – M1 light industrial
Parcel F – Iqaluit Residence
Approximately 2,000 square feet single story
house
Legal description : Lot: 784, Plan: 1827,
House: 1603, Iqaluit, NU
18
5 Other Asset Packages
Asset Packages
Parcel G - Edmonton
Parcel G – Edmonton, Alberta
Location: 7028 – 56th Ave, Edmonton, AB
Assets for sale include:
Office equipment, computers, servers,
furniture and fittings, kitchen equipment,
phone systems and office supplies;
Motor vehicles including pick up trucks,
SUVs and welding trucks;
Mobile construction equipment such as
JCB loaders, Genie zoom boom and
scissor lifts, fork lifts and trailers;
Light construction equipment such as
heaters, portable light towers, tools and
safety equipment;
Construction materials including drywall
and insulation; and
25 shipping containers.
Further details of the above assets and all
other packages are attached at Appendix C.
21
Asset Packages
Parcel H – Kamloops
Parcel H – Kamloops, BC
Location: 162 Oriole Road, Kamloops, BC
The Kamloops assets include:
2 CAT 320D Excavators;
Passenger vans and pick up trucks;
8 shipping containers containing
miscellaneous tools, equipment and
materials; and
Office furniture and equipment.
22
Further details of the above assets are attached at Appendix C.
Asset Packages
Parcel I - Inuvik
Parcel I – Inuvik, NT
The Inuvik assets are located at four separate sites
(3 owned and 1 leased) and include:
Kenworth and Mack drill rigs;
Preem Williams portable cement plant;
Mixer, water and vacuum trucks;
Linkbelt crane;
Various pick up trucks;
John Deere loader, CAT man lift, Genie zoom
boom, Bombardier snowcats, and various
attachments;
Job site trailers and camp trailers;
Heaters, lighting trailers, generators and
components;
Fencing, scaffolding, and miscellaneous
construction materials;
Miscellaneous tools and equipment;
48 shipping containers and 5 highway trailers
containing construction materials, tools; and
Plumbing and heating materials.
23
Further details of the above assets are attached at
Appendix C.
Asset Packages
Parcel J - Iqaluit
Parcel J – Iqaluit, NU
Location: 1901 Kakivak Court Iqaluit, NT
John Deere loader, CAT telehandler, Genie manlift,
Skyjack scissor lifts, skid steer and backhoe, and
various attachments;
Various pick up trucks;
Light towers and generators;
Fencing, scaffolding, and miscellaneous construction
materials;
Miscellaneous tools and equipment; and
34 shipping containers containing construction
materials and tools.
24 Further details of the above assets are attached at Appendix C.
Asset Packages
Parcels K, L & M – Wainwright, Drumheller, and Lloydminster
Parcel K – Building 619, CFB/ASU Wainwright, AB
The Wainwright assets comprise of:
Construction equipment such as Skyjack Scissor
lifts, Genie zoom boom, a John Deere 320D Ski
Steer and various attachments;
2 ATCO trailers and a skidded washer;
Fuel tanks, heaters, light towers, and tampers;
Office furniture and fittings; and
3 shipping containers containing small tools and
equipment.
Parcel L – #1480 Drumheller Institution, Institution
Road SE, Drumheller, AB
The Drumheller assets comprise of:
Construction equipment – Ingersoll Rand zoom
boom, John Deere skid steer and attachments;
Heaters, lights and fuel tank;
3 ATCO job site trailers;
Office furniture, equipment and fittings; and
9 shipping containers containing miscellaneous
tools and construction materials.
25
Parcel M – 5615 – 42 St. Lloydminster, AB
The Lloydminster assets comprise of:
Pick up trucks;
JCB 535 – 140 loader, John Deere skid
steer and attachments;
Site office unit containing office fixtures
and fittings;
12 heaters and 2 light towers;
Miscellaneous office furniture;
Generators and pressure washers;
Miscellaneous small tools and equipment
and hardware; and
3 shipping containers.
Further details of the above assets are attached at Appendix C.
Asset Packages
Parcels N, O & P – Regina, Rocanville, and Patuanak
Parcel N – 6400 Dewdney Ave., Regina, SK
The Regina assets includes:
Bobcat skid steer, JCB 535 loader and Grove
745 crane and attachments;
Ford F350 pick up;
2 shipping containers containing small tools;
3 office trailers containing office equipment
and furniture; and
Light towers and fuel tanks.
Parcel O – Rocanville, SK
The Rocanville assets includes:
7 pick up trucks;
Cat zoom boom;
2 skidded office units and 1 skidded
washroom;
Tool trailer, flat trailer, and fuel tanks; and
6 shipping containers.
Parcel P – English River Wapachewanuk I.R. No. 192D,
Patuanak, SK
The Patuanak assets includes:
5 Travco side by side camp units;
ATCO office skid mounted unit; and
Crown cement mixer, utility trailer and
highway van.
26
Further details of the above assets are attached at Appendix C.
Asset Packages
Parcel Q – Whitehorse
Parcel Q – Whitehorse, Yukon
Location: 122 Copper Road, Whitehorse, YT
The assets at this location were collected from
various job sites and include:
Equipment including Bobcats, Genie man
lifts, JCB loaders and various attachments;
Pick up trucks and an SUV;
Office furniture and equipment and site
offices and trailers;
4 shipping containers and contents which
include small tools and equipment;
Fencing, scaffolding and ladders;
Heaters, lighting units and fuel tanks; and
Miscellaneous tools and equipment, and
construction materials.
27
Further details of the above assets
are attached at Appendix C.
Asset Packages
Parcels R & S – Terrace and Cambridge Bay
Parcel R – Terrace, BC
The assets located at Terrace are stored at three
separate locations and include the following:
2 CAT 930G loaders;
2 passenger vans, an ambulance and a flat
deck truck;
Miscellaneous building materials comprising
piping, steel, lumber and plywood;
Various custom cast concrete culverts,
manholes, etc located at Dasque Creek;
3 shipping containers containing tools and
equipment and miscellaneous parts; and
1 job site work shop.
Parcel S – Cambridge Bay, NU
Location: #30 Mitik Street, Cambridge Bay,
NU
The assets at Cambridge Bay include the
following:
Carelift Zoom Boom, Genie Manlilfts
and CAT 257B2 Tracked Skid Steer;
Ford F350 pick up trucks;
Frostfighter heaters, light plants and
tidy tanks;
Mobile offices and site trailers; and
11 shipping containers containing
tools, equipment and materials.
28 Further details of the above assets are attached at Appendix C.
6 Contact Information
Contact Information
A&M Personnel
For further information on the assets or the sales process please contact one of the following A&M personnel.
30
Callum Beveridge
Senior Director
+1 (604) 638 7447
Alvarez & Marsal Canada Inc.
Commerce Place
400 Burrard Street, Suite 1680
Vancouver, BC, Canada V6C 3A6
Facsimile: +1 (604) 638 7441
Vicki Chan
Senior Associate
+1 (604) 639 0847
Alvarez & Marsal Canada Inc.
Commerce Place
400 Burrard Street, Suite 1680
Vancouver, BC, Canada V6C 3A6
Facsimile: +1 (604) 638 7441
Orest Konowalchuk
Director
+1 (403) 538 4736
Alvarez & Marsal Canada Inc.
Bow Valley Square I
Suite 570, 202 - 6th Avenue SW
Calgary, AB T2P 2R9
Facsimile: +1 (403) 538 7551
Appendices
A Terms and
Conditions of
Sale
Terms and Conditions of Sale
Page 1 of 6
1. Alvarez and Marsal Canada Inc. (“A&M” or “Receiver”), in its capacity as Receiver of Dowland Contracting Ltd.,
Dowland Industrial Works Ltd. And 6070 N.W.T. Limited (In Receivership) (collectively referred to as “Dowland”) will
consider written proposals to purchase Dowland’s right, title and interest, if any, in Dowland’s assets and the lands as set
out in the Asset Information Package dated June 24, 2013. Such proposal must be in a sealed envelope marked
“PROPOSAL RE: DOWLAND”.
2. Acceptance of any proposal received by A&M shall be expressly conditional on obtaining the approval of the Court of the
Queen’s Bench of Alberta (and the superior court of any other Province or Territory), required to convey title to the assets
in accordance with these terms and conditions in a form and content satisfactory to A&M. Notwithstanding anything in
the doc to the contrary, no proposal shall be binding on A&M unless and until such court approval has been obtained.
3. If any proposal is accepted by the Receiver and the Court of the Queen’s Bench of Alberta (and the superior court of any
other Province or Territory), required to convey title to the assets in accordance with these terms and conditions, then
notification of such acceptance shall be transmitted to the Purchaser by notice in writing send to the Purchaser at the
address set forth in the Purchaser's proposal, such notice to be given by electronic transmission or any such other form.
4. Completion of the purchase and sale of the assets will take place10 Business Days after the expiration of any appeal
period for the Court Order approving the sale (the “Closing Date”). The term in “Business Day” shall mean a day which
is not a Saturday, Sunday or statutory holiday.
5. The completion of the purchase and sale shall take place on the Closing Date at such place and time as A&M may
advise the Purchaser in writing.
33
Terms and Conditions of Sale
Page 2 of 6
6. At the Closing Date, provided that the purchase price together with all applicable taxes have been paid, A&M shall
execute and deliver to the Purchaser all such transfers, deeds, and other documents as may be reasonably necessary to
convey Dowland’s interests in the assets to the Purchaser in exchange for payment of the purchase price. Any such
transfers, deeds, and other documents shall be in a form and content satisfactory to A&M (acting reasonably) and shall
not contain any covenant or representation other than as specifically provided in these terms and conditions.
7. All proposals must be received by the A&M designated representative at the aforementioned address by 5:00pm
MST, Monday, July 22, 2013.
8. By submitting a tender, Purchaser acknowledges that it has inspected the parcel of assets and that the parcel of assets
is sold on an “as is, where is” basis at the time of closing and that no representation, warranty or condition is expressed
or implied as to title, description, fitness for purpose, merchantability, quantity, condition, cost, or quality thereof or
compliance of the Lands, Buildings or any parcel of assets with environmental laws and requirements, or in respect of
any other matter or thing whatsoever. Without limitation, all parcels are specifically offered as they exist on closing and
with no adjustments to be allowed to the Purchaser for changes in conditions, qualities or quantities of such parcels from
the date hereof to the Closing Date. Each purchaser acknowledges that A&M is not required to inspect or count, or
provide any inspection or counting of the parcel of assets or any part thereof and each Purchaser shall be deemed to
have relied entirely on its own inspection and investigation including an independent investigation by the Purchaser of
current and past uses of the Lands, Buildings or any parcel of assets to satisfy the Purchaser as to the effects of any
environmental laws, regulations or requirements upon the Lands, Buildings or any parcel of assets or the transfer to the
Purchaser of the Lands, Buildings or any parcel of assets. It shall be the Purchaser’s sole responsibility to obtain, at its
own expense, any consent to such transfer and any further documents or assurances which are necessary or desirable
in the circumstances, with the exception of obtaining any court orders.
9. A&M shall not be required to produce any tax certificate, clearance certificate, abstract of title or documents or copies
thereof or any evidence as to title, other than those in its actual possession.
34
Terms and Conditions of Sale
Page 3 of 6
10.A&M shall remain in possession of the parcel of assets and the Lands and Buildings until the Purchase Price thereof has
been paid in full.
11.All proposals must include a fully completed “Proposal Form” (enclosed). Supplemental information must be in written
form, signed by a duly authorized officer(s) of the entity making the proposal. Proposals received that are not in the
attached form or which amend the attached form may, at the sole discretion of A&M, be rejected.
12.All proposals must be accompanied by a bank draft or certified cheque payable to “Alvarez and Marsal Canada Inc. – In
Trust” in an amount equal to not less than 10% of the gross purchase price offered for the assets. If the proposal is
accepted, this draft or cheque shall be deemed a non-refundable cash deposit and shall be forfeited to A&M on account
of liquidated damages if the contemplated sale is not completed by the successful party (“Purchaser”) by reason of the
Purchaser’s default. Acceptance of any proposal is subject to A&M and the Purchaser entering into an Agreement of
Purchase and Sale on terms and in form acceptable to A&M.
13. In consideration of A&M making available to purchasers these Terms and Conditions of Sale, any other information, and
the opportunity of inspection, and/or in consideration of receiving and considering any proposal to be submitted
hereunder, each purchaser agrees that its proposal is irrevocable and cannot be retracted, withdrawn, varied or
countermanded prior to acceptance or rejection thereof.
14. In the event that some of the proposals are substantially in the same terms and/or amounts as determined by A&M, A&M
may, in its sole discretion, call upon those purchasers to re-submit to A&M for its final consideration. Each purchaser is
in agreement that the re-submission contemplated under this section is a fair and reasonable manner of proceeding in
the case of proposals in substantially the same terms and/or amounts.
15.Proposals must be made for all or any parcel of assets. Proposals submitted for more than one parcel must specifically
allocate a separate price for each parcel and will be considered as a separate proposal for each parcel unless otherwise
indicated as an En Bloc proposal.
35
Terms and Conditions of Sale
Page 4 of 6
16.Proposals or offers to liquidate the fixed assets must contain a net minimum guaranteed return to A&M and will be
subject to the liquidator and the Receiver entering into an auction services agreement on terms satisfactory to the
Receiver.
17.Where a party withdraws its proposal after July 22, 2013, and before the date on which the party receives notification of
the decision made regarding the proposals, the deposit shall be forfeited on account of liquidated damages by the party
to A&M.
18.Cheques or drafts accompanying proposals that are not accepted by A&M shall be returned to the party by prepaid
registered mail, addressed to the party at the address set forth in its proposal on or before August 17, 2013, without
interest thereon.
19.The balance of the purchase price, subject to normal adjustments, shall be paid on or before closing which shall be no
later than August 31, 2013 (the “Closing Date”). The closing shall take place at the offices of Miller Thomson LLP,
Edmonton, Alberta.
20.The purchaser shall pay to A&M on closing, in addition to the balance of the purchase price, all applicable federal,
provincial and states taxes, unless the applicable exemption certificates are presented to A&M on or before the Closing
Date.
21.The Purchaser shall be solely responsible for costs, on to or in the premises, if any, of dismantling and removing the
purchased property and returning the premises to broom swept condition after removal. These costs shall include the
removal or cleanup of any hazardous substances released, on to or in the premises, as a result of the decommissioning
or removal of the purchased property. All purchased property from shall be removed within 30 days after the closing date,
unless an En Bloc offer is accepted and the Purchaser takes possession of the Lands and Buildings at Inuvik and Iqaluit.
22.The Purchaser shall assume, at its cost, complete responsibility for compliance with all municipal, provincial and federal
laws insofar as the same apply to the purchased property and the use thereof by the Purchaser.
23.
36
Terms and Conditions of Sale
Page 5 of 6
23.The highest or any proposal shall not necessarily be accepted. Each purchaser agrees that A&M shall be entitled to
accept whichever proposal, if any, A&M, in its sole unrestricted discretion, considers to be the most advantageous. Each
purchaser further agrees that A&M shall have the unfettered right to discuss and clarify any proposal with the submitting
purchaser.
24.A&M reserves the right to amend or terminate the proposal process at any time.
25.The obligation of A&M to complete any Agreement of Purchase and Sale shall be relieved if, on or before the Closing
Date:
any parcel which is the subject of an Agreement of Purchase and Sale is removed from the control of A&M by any
means or process;
or any such parcel is redeemed.
26. In either case, the sole obligation of A&M to the Purchaser shall be to return the deposit without interest or deduction.
27.The submission of a proposal to A&M shall constitute an acknowledgment and an acceptance by the prospective
purchaser of the “Terms and Conditions of Sale”.
28.The validity and interpretation of these Terms and Conditions of Sale, and each provision and part thereof and of the
Agreement of Purchase and Sale defined herein, shall be governed by the laws of the Province of Alberta and the Courts
of the Province of Alberta shall have exclusive jurisdiction with respect to any dispute arising out of these Terms and
Conditions of Sale or any Agreement of Purchase and Sale entered into pursuant hereto.
29.All stipulations as to time are strictly of the essence.
30.The Purchaser shall assume, at the Purchaser’s cost, complete responsibility for compliance with all laws, municipal,
provincial or federal insofar as the same apply to the parcel of assets, the Lands and Buildings and the use thereof by
the Purchaser.
37
Terms and Conditions of Sale
Page 6 of 6
31.The Purchaser(s) agree(s) to accept title to any real property subject to work orders, municipal requirements, including
building or zoning by-laws and regulations, easements for hydro, gas, telephone or any other utility affecting the real
property, like services to the real property, and restrictions and/or covenants which run with the land.
32.A&M reserves the right to withdraw any parcel or any part thereof on or before the Closing Date if there is any actual,
threatened or anticipated litigation with respect to any parcel or any part thereof, or if any parcel has been redeemed or if
the security under which A&M was appointed is deemed invalid, or the parcel or any part thereof has been sold directly
to another third party outside of this tender process. If A&M exercises the right, the Agreement of Purchase and Sale
affecting such parcel(s) shall be automatically terminated and deemed null and void and the deposit money shall be
refunded to the Purchaser without interest, costs, compensation or deduction and neither party shall be liable to the other
for any costs or damages whatsoever.
33.A&M is acting in its capacity as Receiver of Dowland, and not in its personal capacity.
38
B Format for Offers
Format for Offers
40
Please see the attached required format for Offers.
Page 1
of 2
PR
OP
OS
AL
FO
RM
– D
OW
LA
ND
CO
NT
RA
CT
ING
LT
D., D
OW
LA
ND
IND
US
TR
IAL
WO
RK
S L
TD
. AN
D
60
70
N.W
.T. L
TD
. (CO
LL
EC
TIV
EL
Y R
EF
ER
RE
D T
O A
S “D
OW
LA
ND”) IN
RE
CE
IVE
RS
HIP
. T
o:
Alv
are
z a
nd M
ars
al C
an
ad
a In
c.
in
its c
apacity
as R
ece
iver a
nd
Man
ager o
f Do
wla
nd C
ontra
ctin
g L
td.,
Do
wla
nd In
dustria
l Work
s L
td. a
nd 6
070
N.W
.T L
td.
and n
ot in
its p
ers
onal c
apa
city
Bo
w V
alle
y S
quare
I S
uite
570, 2
02 - 6
th A
ve
nu
e S
W
Calg
ary
, Alb
erta
T2P
2R
9
Fax: +
1 4
03
53
8 7
551
Atte
ntio
n: C
allu
m B
everid
ge/O
rest K
ono
walc
huk
1.
____
___
___
__
___
___
___
_____
___
___
__
___
___
___
_____
___
___
__
___
___
___
_____
___
___
__
(N
am
e o
f Party
issuin
g P
roposal)
2.
____
___
___
__
___
___
___
_____
___
___
__
___
___
___
_____
___
___
__
___
___
___
_____
___
___
__
(A
ddre
ss o
f Party
) 3.
____
___
___
__
___
___
___
_____
___
__
___
___
__
___
___
____
___
___
__
(P
ho
ne n
um
ber) (F
ax n
um
ber)
4.
____
___
___
__
___
___
___
_____
___
___
__
___
__
(P
ers
on to
be
conta
cte
d)
5.
The to
tal a
mount h
ere
by o
ffere
d is
$__
___
___
___
__
__
____
_
6.
The a
mounts
offe
red fo
r each P
arc
el a
re a
s fo
llow
s:
Real E
sta
te a
ssets
:
Parc
el A
: Offic
e, In
uvik
$___
___
___
__
___
___
___
_
Parc
el B
: Tundra
Bu
ildin
g, In
uvik
$___
___
___
__
___
___
___
_
Parc
el C
: Up
per Y
ard
, Inu
vik
$___
___
___
__
___
___
___
_
Parc
el D
: Resid
ences, In
uvik
$___
___
___
__
___
___
___
_
Parc
el E
: Bu
ildin
g &
Yard
, Iqalu
it $___
___
___
__
___
___
___
_
Parc
el F
: Resid
ence
, Iqalu
it $___
___
___
__
___
___
___
_
Oth
er a
ss
ets
:
Parc
el G
: Edm
onto
n, A
B
$___
___
___
__
___
___
___
_
Parc
el H
: Kam
loops, B
C
$___
___
___
__
___
___
___
_
Page 2
of 2
Oth
er a
ss
ets
(co
ntin
ued
):
Parc
el I: In
uvik
, NT
$___
___
___
__
___
___
___
_
Parc
el J
: Iqa
luit, N
U
$___
___
___
__
___
___
___
_
Parc
el K
: Wain
wrig
ht, A
B
$___
___
___
__
___
___
___
_
Parc
el L
: Dru
mhelle
r, AB
$___
___
___
__
___
___
___
_
Parc
el M
: Llo
ydm
inste
r, AB
$___
___
___
__
___
___
___
_
Parc
el N
: Re
gin
a, S
K
$___
___
___
__
___
___
___
_
Parc
el O
: Rocan
ville
, SK
$___
___
___
__
___
___
___
_
Parc
el P
: Patu
an
ak, S
K
$___
___
___
__
___
___
___
_
Parc
el Q
: White
hors
e, Y
T
$___
___
___
__
___
___
___
_
Parc
el R
: Terra
ce, B
C
$___
___
___
__
___
___
___
_
Parc
el S
: Cam
brid
ge B
ay, N
U
$___
___
___
__
___
___
___
_
7.
This
offe
r must b
e c
onsid
ere
d a
s e
n E
n B
loc o
ffer.
Yes _
___
___
_
No _
___
___
_
8.
This
pro
posal a
nd
offe
r is irre
vocab
le.
9.
Enclo
se
d is
our/m
y b
ank d
raft p
aya
ble
to A
lvare
z &
Ma
rsal C
an
ada
Inc., in
its c
ap
acity
as c
ourt
appo
inte
d R
eceiv
er a
nd M
anager o
f Do
wla
nd
as a
dep
osit in
the a
mount o
f $_
___
____
___
___
_,
repre
sentin
g 1
0%
of th
e to
tal a
mount o
f our/m
y p
rop
osal s
ubm
itted h
ere
in.
DA
TE
D a
t ___
___
___
___
_____
___
___
__ th
is _
__
___
_ d
ay o
f __
___
___
__
___
__
____
_, 2
013
. ____
___
___
__
___
___
___
____
____
___
__
___
_
(Sig
na
ture
of A
uth
oriz
ed R
epre
sen
tativ
e)
____
___
___
__
___
___
___
____
____
___
__
___
_
(Nam
e a
nd P
ositio
n)
____
___
___
__
___
___
___
____
____
___
__
___
_
(Da
te)
Appendices
(Continued)
Dowland Contracting Ltd., Dowland Industrial Works Ltd. and
6070 N.W.T. Limited (In Receivership)
Asset Information Package
C Details of Other Assets
by Parcel