COURT FILE NUMBER
COURT
JUDICIAL CENTRE
PLAINTIFF
DEFENDANT
DOCUMENT
ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT
1603-16670
COURT OF QUEEN'S BENCH OFALBERTA
EDMONTON
BUSINESS DEVELOPMENT BANK OF
CANADA
1219358 ALBERTA LTD.
IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.
HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.
AMENDED APPLICATION
MLT Aikins LLPBanisters and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006
NOTICE TO RESPONDENT(S):
This application is made against you. You are a respondent. You have the right to state your side
of this matter before the judge.
To do so, you must be in Court when the application is heard as shown below:
Date:Time:Where:Before:
Tuesday, October 8, 201910:00 a.m.Law Courts Building, 1A Sir Winston Churchill Square, Edmonton, AB
The Honourable Justice R. A. Graesser
Go to the end of this document to see what else you can do and when you must do it.
19900685v4
Remedy claimed or sought:
Time and Service of Application
1. To the extent necessary, an Order abridging the time for service of notice of this
Application and deeming service of this notice of Application and materials filed in
support thereof good, valid, timely and sufficient.
Sale and Vesting Order
2. An Order substantially in the form attached hereto as Schedule "A" approving the
proposed sale (the "Proposed Sale") of, and vesting title to, the Property (as such term is
defined herein) of 1219358 Alberta Ltd. ("121") to the proposed purchaser, 09/19181
1017185 BC Ltd. ("0949184") ("1017185"), as recommended by Hardie & Kelly Inc., the
court-appointed receiver of 121 (the "Receiver").
3. An Order substantially in the form attached hereto as Schedule "B" declaring that Part 6,
Division 4 of the Alberta Rules of Court does not apply to this Application and providing
that the Confidential Supplement (the "Confidential Supplement") to the Fourth Report
of the Receiver shall be temporarily sealed until the date that is ninety days after a
subsequent Order of this Court granting the Receiver its discharge.
Approval of Receiver's Actions, Conduct and Activities, and Other Relief
4. An Order approving the actions, conduct, and activities of the Receiver to date (as
reported by the Receiver to this Court in the First Report, the Second Report, the Third
Report and the Fourth Report of the Receiver (collectively, the "Receiver's Reports").
5. An Order providing that, upon the closing of the Proposed Sale, the Receiver shall be
authorized to pay to Business Development Bank of Canada ("BDC"), from and out of
the net proceeds derived from the Proposed Sale:
(a) the outstanding balance owing to BDC on the Receiver's Certificates (in the
approximate amount of $283,000, plus applicable interest); and
(b) an interim distribution in an amount to be determined by the Receiver upon the
closing of the Proposed Sale after taking into account the additional expenses
19900685v4
anticipated to be incurred by the Receiver through to the date of the Closing of the
Proposed Sale and a holdback in respect of estimated costs required to complete
the administration of the receivership estate.
6. An Order granting such other and further relief as the circumstances may require and as
this Honourable Court shall deem appropriate.
Grounds for making this application:
Sale and Vesting Order, and Sealing Order
7. By means of a Receivership Order of the Honourable Mr. Justice B. R. Burrows granted
on September 23, 2016 (the "Receivership Order"), the Receiver was appointed as
receiver of all of the current and future assets, undertakings and properties of 121.
8. The most significant asset of 121 is a commercial real estate property located in the City
of Edmonton, Alberta, which is comprised of two parcels of land legally described as
follows:
Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or LessExcepting Thereout All Mines and Minerals; and
Plan 1025815Block 3Lot 11Excepting Thereout All Mines and MineralsArea: 0.819 Hectares (2.02 Acres) More or Less
(the "Property").
9. The Receiver has thoroughly canvassed the market with respect to the sale of the
Property as described in the Fourth Report and the Confidential Supplement.
10. As a result of the Receiver's comprehensive efforts to market the Property, the Receiver
and 09491811 1017185 entered into a Purchase and Sale Agreement and an Amending
Agreement (collectively, the "PSA") for the purchase and sale of the Property, including
19900685v4
all buildings, improvements, structures, fixtures and chattels affixed to the Property
(collectively, the "Assets"). Copies of the Purchase and Sale Agreement and the
Amending Agreement are appended to the Confidential Supplement.
1 1. The Receiver has reported to this Court that, in its view, the terms of the PSA are fair and
reasonable and that the proposed sale of the Assets to 09119181 1017185 (the "Proposed
Sale") is in the best interests of 121 and parties having an interest in the property of 121.
12. The Confidential Supplement contains confidential information regarding the value of the
Assets, the disclosure of which is likely to materially jeopardize the value which the
Receiver might subsequently obtain in respect of the Assets if the Proposed Sale does not
close and were the Receiver to be required to further market the Assets.
Approval of the Receiver's Activities to Date
13. The Receiver has faithfully carried out its duties in accordance with the Receivership
Order. The Receiver's actions as described in the Receiver's Reports and the Confidential
Supplement are fair and reasonable and were carried out in accordance with the mandate
provided to the Receiver by this Honourable Court by means of the Receivership Order.
Other Grounds
14. Such further and other grounds as counsel may advise and this Honourable Court may
permit.
Material or evidence to be relied on:
15. This Notice of Application, filed;
16. The First Report of the Receiver dated March 6, 2017;
17. The Second Report of the Receiver dated September 4, 2018;
18. The Third Report of the Receiver dated April 1, 2019;
19. The Fourth Report of the Receiver dated September 25, 2019, filed;
20. The unfiled Confidential Supplement to the Fourth Report of the Receiver;
19900685v4
21. The Receivership Order filed on September 23, 2016;
22. The inherent jurisdiction of this Honourable Court to control its own process; and
23. Such further and other material as counsel may advise and this Honourable Court may
permit.
Applicable rules:
24. Rules 11.27 and 13,5 and Part 6, Division 4 of the Alberta Rules of Court.
Applicable Acts and regulations:
25. The Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended and specifically
section 243(1).
26. The Personal Property Security Act, RSA 2000, as amended, and specifically section 65.
27. The Judicature Act, RSA 2000, c J-2, as amended, and specifically sections 8 and 13.
Any irregularity complained of or objection relied on:
28. None.
How the application is proposed to be heard or considered:
29. In person before the Honourable Justice R.A. Graesser in Chambers (booked on the
Commercial List).
WARNING
If you do not come to Court either in person or by your lawyer, the Court may give the
applicant(s) what they want in your absence. You will be bound by any order that the Court
makes. If you want to take part in this application, you or your lawyer must attend in Court on the
date and at the time shown at the beginning of the form. If you intend to rely on an affidavit or
other evidence when the application is heard or considered, you must reply by giving reasonable
notice of the material to the applicant.
19900685v4
SCHEDULE "A"
SALE APPROVAL AND VESTING ORDER
(as attached)
19900685v4
COURT FILE NUMBER
COURT
JUDICIAL CENTRE
PLAINTIFF
DEFENDANT
DOCUMENT
ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT
1603-16670
COURT OF QUEEN'S BENCH OFALBERTA
EDMONTON
BUSINESS DEVELOPMENT BANK OFCANADA
1219358 ALBERTA LTD.
IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.
HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.
APPROVAL AND VESTING ORDER(SALE BY RECEIVER)
MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006
Clerk's Stamp
DATE ON WHICIH ORDER WAS PRONOUNCED: October 8, 2019
LOCATION WHERE ORDER WAS PRONOUNCED: Edmonton Law Courts
NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice R. A. Graesser
UPON THE APPLICATION of Hardie & Kelly Inc., in its capacity as the Court-
appointed Receiver (the "Receiver") of the undertakings, property and assets of 1213958 Alberta
Ltd. (the "Debtor"), for an order approving the sale transaction (the "Transaction")
contemplated by the Purchase and Sale Agreement and the Amending Agreement (collectively,
19908080v3
the "PSA") between the Receiver and 09119181 1017185 BC Ltd. (the "Purchaser") dated
August 27, 2019 and September 10, 2019, respectively, and appended to the Confidential
Supplement to the Fourth Report of the Receiver (the "Confidential Supplement") and vesting
in the Purchaser all of the Debtor's right, title, and interest in and to the property described in
Schedule "A" attached hereto (the "Purchased Assets") free and clear of all encumbrances
other than the Permitted Encumbrances (as that term is defined below);
AND UPON HAVING READ the Receivership Order dated September 23, 2016 (the
"Receivership Order"), the Fourth Report of the Receiver dated September 25, 2019, the
Confidential Supplement and the Affidavit of Service of Jamie Durocher, sworn on September
30, 2019 (the "Affidavit of Service"); AND UPON HEARING the submissions of counsel for
the Receiver, and any other parties present, and no one appearing for any other person on the
service list, although properly served as appears from the Affidavit of Service, filed;
IT IS HEREBY ORDERED AND DECLARED THAT:
Service
1. Service of notice of this Application and supporting materials is hereby declared to be
good and sufficient, no other person is required to have been served with notice of this
Application, and time for service of this Application is abridged to that actually given.
Approval of Transaction
2. The Transaction is hereby approved and execution of the PSA by the Receiver is hereby
authorized and approved, with such minor amendments as the Receiver may deem
necessary. The Receiver is hereby authorized and directed to take such additional steps
and execute such additional documents as may be necessary or desirable for completion
of the Transaction and conveyance of the Purchased Assets to the Purchaser.
Vesting of Property
3. Upon delivery of the Receiver's Certificate to the Purchaser substantially in the form set
out in Schedule "B" hereto (the "Receiver's Closing Certificate"), all of the Debtor's
right, title and interest in and to the Purchased Assets shall vest absolutely in the name of
the Purchaser, free and clear of and from any and all caveats, security interests,
19908080v3
hypothecs, pledges, mortgages, liens, trusts or deemed trusts, reservations of ownership,
royalties, options, rights of pre-emption, privileges, interests, assignments, actions,
judgments, executions, levies, taxes, writs of enforcement, charges, or other claims,
whether contractual, statutory, financial, monetary or otherwise, whether or not they have
attached or been perfected, registered or filed and whether secured, unsecured or
otherwise (collectively, "Claims") including without limiting the generality of the
foregoing:
(a) any encumbrance or charges created by the Receivership Order;
(b) any charges, security interests or claims evidenced by registrations
pursuant to the Personal Property Security Act (Alberta) or any other
personal property registry system;
(c) any liens or claims of lien under the Builders' Lien Act (Alberta); and
(d) those claims listed in Schedule "C" hereto (all of which are collectively
referred to as the "Encumbrances", which teuii shall not include the
permitted encumbrances, caveats, interests, easements, and restrictive
covenants listed in Schedule
Encumbrances")).
'ID It (collectively, "Permitted
and for greater certainty, this Court orders that all Claims including Encumbrances other
than Permitted Encumbrances, affected or relating to the Purchased Assets are hereby
expunged, discharged and terminated as against the Purchased Assets.
4. Upon delivery of the Receiver's Closing Certificate, and upon filing of a certified copy of
this Order; together with any applicable registration fees, all governmental authorities
including those referred to below in this paragraph (collectively, "Governmental
Authorities") are hereby authorized, requested and directed to accept delivery of such
Receiver's Closing Certificate and certified copy of this Order as though they were
originals and to register such transfers, interest authorizations, discharges and discharge
statements of conveyance as may be required to convey to the Purchaser or its nominee
clear title to the Purchased Assets subject only to the Permitted Encumbrances. Without
19908080v3
limiting the generality of the foregoing, the Registrar of Land Titles ("Land Titles
Registrar") for the lands defined below shall and is hereby authorized, requested and
directed to forthwith:
(i) cancel existing Certificates of Title No. [###] for those lands and premises
municipally described as [address], Edmonton, AB, [Postal Code] and legally
described as:
Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:
A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or
LessExcepting Thereout All Mines and Minerals; and
Plan 1025815Block 3Lot 11Excepting Thereout All Mines and MineralsArea: 0.819 Hectares (2.02 Acres) More or Less
(ii) issue a new Certificate of Title for the Lands in the name of the Purchaser;
(iii) transfer to the new Certificate of Title the existing instruments listed in Schedule
"D", to this Order, and to issue and register against the new Certificate of Title
such new caveats, utility rights of way, easements and other instruments as are
listed in Schedule "D"; and
(iv) discharge and expunge the Encumbrances listed in Schedule "C" to this Order
and discharge and expunge any Claims including Encumbrances (but excluding
Permitted Encumbrances) which may be registered after the date of the PSA
against the existing Certificate of Title to the Lands.
5. In order to effect the transfers and discharges described above, this Court directs each of
the Governmental Authorities to take such steps as are necessary to give effect to the
terins of this Order and the PSA. Presentment of this Order and the Receiver's Closing
Certificate shall be the sole and sufficient authority for the Governmental Authorities to
19908080v3
make and register transfers of title or interest and cancel and discharge registrations
against any of the Purchased Assets of any Claims including Encumbrances but
excluding Permitted Encumbrances.
6. No authorization, approval or other action by and no notice to or filing with any
governmental authority or regulatory body exercising jurisdiction over the Purchased
Assets is required for the due execution, delivery and performance by the Receiver of the
P SA.
7. Upon delivery of the Receiver's Closing Certificate together with a certified copy of this
Order, this Order shall be immediately registered by the Land Titles Registrar
notwithstanding the requirements of section 191(1) of the Land Titles Act, RSA 2000, c
L-7, and notwithstanding that the appeal period in respect of this Order has not elapsed.
The Land Titles Registrar is hereby directed to accept all Affidavits of Corporate Signing
Authority submitted by the Receiver in its capacity as Receiver of the Debtor and not in
its personal capacity.
8. For the purposes of determining the nature and priority of Claims, net proceeds from the
sale of the Purchased Assets (to be held in an interest bearing trust account by the
Receiver) shall stand in the place and stead of the Purchased Assets from and after
delivery of the Receiver's Closing Certificate and all Claims including Encumbrances
(but excluding Permitted Encumbrances) shall not attach to, encumber or otherwise form
a charge, security interest, lien, or other Claim against the Purchased Assets and may be
asserted against the net proceeds from sale of the Purchased Assets with the same priority
as they had with respect to the Purchased Assets immediately prior to the sale, as if the
Purchased Assets had not been sold and remained in the possession or control of the
person having that possession or control immediately prior to the sale. Subject to
paragraph 14 hereof and unless otherwise ordered (whether before or after the date of this
Order), the Receiver shall not make any distributions to creditors of net proceeds from
sale of the Purchased Assets without further order of this Court, provided however the
Receiver may apply any part of such net proceeds to repay any amounts the Receiver has
19908080v3
borrowed for which it has issued a Receiver's Certificate pursuant to the Receivership
Order.
9. Upon completion of the Transaction, the Debtor and all persons who claim by, through or
under the Debtor in respect of the Purchased Assets, and all persons or entities having
any Claims of any kind whatsoever in respect of the Purchased Assets, save and except
for persons entitled to the benefit of the Peiniitted Encumbrances, shall stand absolutely
and forever barred, estopped and foreclosed from and permanently enjoined from
pursuing, asserting or claiming any and all right, title, estate, interest, royalty, rental,
equity of redemption or other Claim whatsoever in respect of or to the Purchased Assets,
and to the extent that any such persons or entities remain in the possession or control of
any of the Purchased Assets, or any artifacts, certificates, instruments or other indicia of
title representing or evidencing any right, title, estate, or interest in and to the Purchased
Assets, they shall forthwith deliver possession thereof to the Purchaser.
10. The Purchaser shall be entitled to enter into and upon, hold and enjoy the Purchased
Assets for its own use and benefit without any interference of or by the Debtor, or any
person claiming by, through or against the Debtor.
1 1. Immediately upon closing of the Transaction, holders of Permitted Encumbrances shall
have no claim whatsoever against the Receiver.
12. The Receiver is directed to file with the Court a copy of the Receiver's Closing
Certificate forthwith after delivery thereof to the Purchaser.
Miscellaneous Matters and Interim Distribution
13. Notwithstanding:
(a) the pendency of these proceedings and any declaration of insolvency
made herein;
(b) the pendency of any applications for a bankruptcy order now or hereafter
issued pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c.B-
19908080v3
3, as amended (the "BIA"), in respect of the Debtor, and any bankruptcy
order issued pursuant to any such applications;
(c) any assignment in bankruptcy made in respect of the Debtor; and
(d) the provisions of any federal or provincial statute:
the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be
binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and
shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be
deemed to be a transfer at undervalue, settlement, fraudulent preference, assignment,
fraudulent conveyance, or other reviewable transaction under the BIA or any other
applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly
prejudicial conduct pursuant to any applicable federal or provincial legislation.
14. Upon the closing of the sale of the Purchased Assets, the Receiver shall be and is hereby
authorized to pay to Business Development Bank of Canada ("BDC"), from and out of
the net proceeds derived from such sale:
(a) the outstanding balance owing to BDC on the Receiver's Certificates (in the
approximate amount of $283,000, plus interest); and
(b) an interim distribution in an amount to be determined by the Receiver upon the
closing of the Transaction after taking into account the additional expenses
anticipated to be incurred by the Receiver through to the date of the closing of
such sale and a holdback in respect of estimated costs required to complete the
administration of the receivership estate.
15. The Receiver, the Purchaser and any other interested party, shall be at liberty to apply for
further advice, assistance and direction as may be necessary in order to give full force and
effect to the terms of this Order and to assist and aid the parties in closing the
Transaction.
16. This Honourable Court hereby requests the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in any of its provinces
19908080v3
or territories or in any foreign jurisdiction, to act in aid of and to be complimentary to this
Court in carrying out the terms of this Order, to give effect to this Order and to assist the
Receiver and its agents in carrying out the terms of this Order. All courts, tribunals,
regulatory and administrative bodies are hereby respectfully requested to make such
order and to provide such assistance to the Receiver, as an officer of the Court, as may be
necessary or desirable to give effect to this Order or to assist the Receiver and its agents
in carrying out the terms of this Order.
17. Service of this Order shall be deemed good and sufficient by:
(a) Serving the same on:
(i) the persons listed on the service list created in these proceedings;
(ii) any other person served with notice of the application for this Order;
(iii) any other parties attending or represented at the application for this Order;
(iv) the Purchaser or the Purchaser's solicitors; and
(b) Posting a copy of this Order on the Receiver's website at:
https://relieffromdebt.ca/1219358-alberta-ltd/
and service on any other person is hereby dispensed with.
18. Service of this Order may be effected by facsimile, electronic mail, personal delivery or
courier. Service is deemed to be effected the next business day following transmission or
delivery of this Order.
The Honourable Justice R. A. GraesserJustice of the Court of Queen's Bench of Alberta
19908080v3
Schedule "A" to Approval and Vesting Order
Purchased Assets
Pursuant to the PSA, "Property" means the lands legally described as follows, including all
buildings, improvement structures, fixtures and chattels affixed to the land:
Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:
A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or Less
Excepting Thereout All Mines and Minerals; and
Plan 1025815Block 3Lot 11Excepting Thereout All Mines and Minerals
Area: 0.819 Hectares (2.02 Acres) More or Less
19908080v3
Schedule "B" to Approval and Vesting Order
Form of Receiver's Certificate
COURT FILE NUMBER 1603-16670
COURT
JUDICIAL CENTRE
PLAINTIFF
DEFENDANT
DOCUMENT
ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT
RECITALS
COURT OF QUEEN'S BENCH OFALBERTA
EDMONTON
BUSINESS DEVELOPMENT BANK OFCANADA
1219358 ALBERTA LTD.
IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.
HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.
RECEIVER'S CERTIFICATE
MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006
Clerk's Stamp
A. Pursuant to an Order of the Honourable Justice B. R. Burrows of the Court of Queen's
Bench of Alberta, Judicial District of Edmonton (the "Court") dated September 23,
2016, Hardie and Kelly Inc. was appointed as the receiver (the "Receiver") of the current
and future assets, undertakings and properties of 1219358 Alberta Ltd. (the "Debtor").
B. Pursuant to an Order of the Court dated October 8, 2019, the Court approved the
purchase and sale agreement made as of August 27, 2019 and amended as of September
19908080v3
10, 2019 (the "PSA") between the Receiver and 0911918/1 1017185 BC Ltd. (the
"Purchaser") and provided for the vesting in the Purchaser of the Debtor's right, title
and interest in and to the Purchased Assets, which vesting is to be effective with respect
to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate
confirming (i) the payment by the Purchaser of the Purchase Price for the Purchased
Assets; (ii) that the conditions to Closing as set out in the PSA have been satisfied or
waived by the Receiver and the Purchaser; and (iii) the Transaction has been completed
to the satisfaction of the Receiver.
C. Unless otherwise indicated herein, capitalized terms set out herein have the meanings
ascribed to such terms in the PSA.
THE RECEIVER CERTIFIES the following:
1. The Purchaser has paid and the Receiver has received the Purchase Price for the
Purchased Assets payable on the Closing Date pursuant to the PSA;
2. The conditions to Closing as set out in the PSA have been satisfied or waived by the
Receiver and the Purchaser; and
3. The Transaction has been completed to the satisfaction of the Receiver.
4. This Certificate was delivered by the Receiver at on
Hardie and Kelly Inc., in itscapacity as Court-AppointedReceiver of the property, assets,and undertakings of 1219358Alberta ltd., and not in its personalcapacity.
Per:
Name:
Title:
19908080v3
Schedule "C" to Approval and Vesting Order
Dischargeable Encumbrances on Title
Plan 0321747
Registration No. Date (D/M/Y) Particulars
122 319785 27/09/2012MortgageMortgagee — Business Development Bank of Canada
13221050 12/07/2013CaveatRe: Assignment of Rents and LeasesCaveator — Business Development Bank of Canada
162286472 13/10/2016Builder's LienLienor — Fair International Inc.
172002768 05-01-2017CaveatRe: OrderCaveator—Hardie & Kelly Inc.
Plan 1025815
Registration No. Date (D/M/Y) Particulars
122 319 785 27/09/2012MortgageMortgagee — Business Development Bank of Canada
13221050 12/07/2013CaveatRe: Assignment of Rents and LeasesCaveator — Business Development Bank of Canada
172002768 05-01-2017CaveatRe: OrderCaveator Hardie & Kelly Inc.
19908080v3
Schedule "D" to Approval and Vesting Order
Permitted Encumbrances, Caveats, Interests, Easements, and Restrictive Covenants
Plan 0321747
Registration No. Date (D/M/Y) Particulars
2390HR 13/10/1950 Utility Right of WayCaveator — ATCO Gas and Pipelines Ltd.
7290LD 12/11/1958 Utility Right of WayCaveator — ATCO Gas and Pipelines Ltd.
032 121 810 08/04/2003 Restrictive Covenant
Plan 1025815
Registration No. Date (D/M/Y) Particulars
032 121 810 08/04/2003 Restrictive Covenant
19908080v3
SCHEDULE B
SEALING ORDER AND PUBLICATION BAN
(as attached)
19900685v4
COURT FILE NUMBER
COURT
JUDICIAL CENTRE
PLAINTIFF
DEFENDANT
DOCUMENT
ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT
1603-16670
COURT OF QUEEN'S BENCH OFALBERTA
EDMONTON
BUSINESS DEVELOPMENT BANK OFCANADA
1219358 ALBERTA LTD.
IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.
HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.
SEALING ORDER ANDPUBLICATION BAN
MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006
Clerk's Stamp
DATE ON WHICIH ORDER WAS PRONOUNCED: October 8, 2019
LOCATION WHERE ORDER WAS PRONOUNCED: Edmonton Law Courts
NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice R. A. Graesser
UPON THE APPLICATION of Hardie & Kelly Inc., in its capacity as the Court-
appointed Receiver (the "Receiver") of the undertakings, property and assets of 1213958 Alberta
Ltd. ("1213958"), for an Order, inter alia, temporarily sealing the Confidential Supplement to
1 9910620v2
the Receiver's Fourth Report dated September 25, 2019 and its appendices (the "Confidential
Supplement");
AND UPON having read the Receivership Order dated September 23, 2016 (the
"Receivership Order"), and all application materials filed in respect of the applications
returnable on October 8, 2019; AND UPON hearing the submissions of counsel for the Receiver,
and any other parties present;
IT IS HEREBY ORDERED AND DECLARED THAT:
1. The time for service of the notice of application for this Order is hereby abridged, as
necessary, and service thereof is deemed good and sufficient.
2. Part 6, Division 4 of the Alberta Rules of Court, AR 124/2010, does not apply hereto.
3. The Clerk of the Court shall file the Confidential Supplement, including the appendices
thereto, in a sealed envelope attached to a notice that sets out the style of cause of these
proceedings and states that:
4. The content of the application proceedings on October 8, 2019, the Court file, the
transcript of proceedings, documents related to these application proceedings (including
this Order) and related facts shall not be published in the news media, including
newspapers or media broadcasts until further order of this Court or the date that is ninety
days after the subsequent Order of this Court discharging the Receiver.
5. An application to unseal the Confidential Supplement may be made at any time upon
fourteen days' written notice to counsel for the Receiver.
6. Any interested party may apply to this Court to vary or amend this Order on not less than
7 days' notice to the Receiver and to any other party likely to be affected by the order
sought or upon such other notice, if any, as this Court may order.
7. This Order must be served only upon those interested parties attending or represented at
the within Application and service may be effected by facsimile, electronic mail, personal
19910620v2
delivery, or courier. Service is deemed to be effected the next business day following the
transmission of delivery of such documents.
The Honourable Justice R. A. GraesserJustice of the Court of Queen's Bench of Alberta
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