? IN THE SUP R IN BANKRUPTCY AND INSOLVENCY

Estate No. 226843
Court No. 226843/VA02
?
BRITISH COLUMBIA
IN THE SUP R
IN BANKRUPTCY AND INSOLVENCY
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. Ltd.
FINAL REPORT OF THE INTERIM RECEIVER
INDEX AND LIST OF APPENDICES
Section
Report
Page/Appendix
-9
Appendices
Summary of Assets Transferred to Area Finance Inc.
A
Summary of Liabilities Assumed by Area Finance Inc.
B
Assets Remaining with the Company
C
Asset Management Agreement
D
Interim Receiver's Statement of Receipts and Disbursements
for the period May 9, 2002 to May 31, 2003
E
Combined (i.e. Interim Receiver and Trustee)
Statement of Receipts and Disbursements
for the period May 9, 2002 to May 31, 2003
F
Statements of Fee of the Interim Receiver
G
Statements of Fee of Fraser Milner Casgrain
H
Statements of Fee of Cook Roberts
Amended Proposal
J
Estate No. 226843
Court No. 2268431VA02
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. LTD.
AN INSOLVENT PERSON
REPORT OF THE INTERIM RECEIVER TO COURT
BACKGROUND
1.1
On April 30, 2002, the British Columbia Financial Institutions Commission
("FICOM") issued an order against 439288 B.C. Ltd. (the "Company") freezing
its assets together with its books and records. FICOM further ordered the
Company to cease receiving money from investors.
1.2
On May 9, 2002, the Company filed a Notice of Intention to make a Proposal.
As Trustee under that Notice of Intention, PricewaterhouseCoopers Inc. applied
to the Court to be appointed Interim Receiver pursuant to Section 47.1 of the
Bankruptcy and Insolvency Act and Section 39 of the Law and Equity Act. The
Court granted the order sought, effectively giving the Interim Receiver
expanded powers of custody and control of the assets and records of the
Company.
1.3
The Company filed a Proposal with the Trustee on July 22, 2002. An amended
version of that Proposal was considered at a meeting of the Company's creditors
on August 9, 2002. The Amended Proposal was approved by the creditors at
this meeting. For ease of reference, a copy of the Amended Proposal is attached
as Appendix J.
1.4
On August 28, 2002, the Court approved the Amended Proposal.
1.5
On September 26, 2002, the Interim Receiver filed its first report with the
Court. On October 1, 2002, the Court approved the activities of the Interim
Receiver together with the accounts of the Interim Receiver for the period from
May 9, 2002 to August 15, 2002. In addition, the Court approved the
professional fees of the Interim Receiver, the Company's counsel, and the
Interim Receiver's counsel from May 9, 2002 to July 31, 2002.
1
1.6
e purpose of this report is to:
Advise the Court of the activities of the Interim Receiver fro
August 16, 2002 to date;
Seek approval of the professional fees of PricewaterhouseCoopers Inc., as
Interim Receiver for the period August 16, 2002 to completion;
Seek approval of the legal fees of Fraser Milner Casgrain LLP and Cook
Roberts for the period from August 1, 2002 to completion;
Seek approval of the activities of the Interim Receiver, including its
Statement of Receipts and Disbursements for the period from August 16,
2002 to May 31, 2003, the completion of this administration;
Seek approval of the proposed transfer of surplus cash from the Interim
Receiver to the Trustee in the Proposal; and
Seek an order discharging the Interim Receiver.
2 ACTIVITIES OF THE INTERIM RECEIVER SINCE AUGUST 15, 2002
3
2.1
The Interim Receiver continued to collect loan principal and interest payments,
reconcile loan accounts, maintain the database of loans, and deal with issues
arising on individual loans, including foreclosure actions, negotiations, and
various other problems.
2.2
The Interim Receiver continued collecting rents, insuring properties, and paying
senior mortgages as appropriate.
2.3
The Interim Receiver sold the Lethbridge property for $58,000. After paying
the financial institution mortgage ($41,163) and costs of sale ($4,966) the
Interim Receiver received net proceeds of $11,871.
2.4
The Interim Receiver maintained independent records of the cash receipts and
disbursements through its accounts. Transactions recorded within the loan
database were reconciled to the transactions recorded within the cash records.
2.5
The Interim Receiver closed out its administrative offices in Burns Lake at the
end of September 2002, including terminating its employees and terminating
rent and utility responsibilities. The Interim Receiver has no continuing
obligations in respect of that office.
DISPOSITION OF ASSETS AND LIABILITIES
2
Transfer ofAssets and Liabilities to Area Finance Inc. (`AFI ")
3.2
3.1.1
In August 2002, AFI was incorporated to fulfil the role of "Newco"
contemplated within the Amended Proposal. The composition of its
Board of Directors complies with the terms of the Amended Proposal.
3.1.2
Pursuant to the terms of the Amended Proposal, assets of the Company
having a gross (i.e. unadjusted) value of $21.5 million were transferred
to AFI on September 30, 2002. A summary of those assets is provided
in Appendix A.
3.1.3
Pursuant to the terms of the Amended Proposal, AFI assumed secured
debts of the Company as at September 30, 2002 totalling $1.5 million
and issued debentures (the "AFI debentures") totalling $19.0 million to
investors of 439288 B.C. Ltd. Particulars of the secured liabilities
assumed and the total debentures issued by AFI are provided in
Appendix B.
Assets Remaining in 439288 B.C. Ltd.
3.2.1 Pursuant to the terms of the Amended Proposal, the Company retained
ownership of certain assets with an unadjusted book value of $13.4
million as at April 30, 2003. These assets consist of loans to related
parties, non-performing loans (i.e. loans with a payment rating of
"D")and other assets. A summary of those assets retained is provided in
Appendix C.
3.2.2 These assets will be liquidated with the proceeds paid to the Trustee in
the Proposal for periodic distribution to the creditors in accordance with
the terms of the Amended Proposal.
3.2.3 Due to the poor payment history of these loans and the lack of
meaningful net worth information, no estimate of the eventual
liquidation value of these assets has been prepared.
3.2.4 Pursuant to the terms of the Amended Proposal, the Company issued
debentures (the "Company debentures") to each investor in the amount
of 50% of their investment in the Company.
3.2.5 The Interim Receiver obtained General Security Agreements in favour of
the Company from Messrs. Montaldi and Anderson over all of their
present and after acquired property in support of their indebtedness to the
Company and in support of their guarantees of the Company debentures.
Omineca Lama Ranch Inc., a company related to Mr. Montaldi, provided
a guarantee of his obligations supported by a General Security
Agreement over all its present and after acquired property.
3.2.6 As contemplated by the Amended Proposal, and with the approval of the
Inspectors in the proposal of the Company, the Interim Receiver has
bound the Company to an Asset Management Agreement that empowers
AFI to collect loans and liquidate those assets remaining in the
Company. A copy of this agreement is attached as Appendix D.
3.2.7 AFI provides monthly reports to the Trustee in the proposal and the
Inspectors on these assets with respect to its progress in liquidating the
assets and collecting the loans.
3.2.8
3.3
Cash realized on those assets by AFI to May 31, 2003 has been remitted
to the Interim Receiver and is included in our accounting appended as
Appendix F. Collections after May 31, 2003 will be accounted for
within the administration of the Trustee in the Proposal and ultimately
distributed according to the terms of the Proposal.
Debts Remaining in 439288 B. C. Ltd.
3.3.1
On September 30, 2002, the Company issued 458 debentures totalling
$19,027,805 to Investors. This represented 50% of their investment in
the Company at May 9, 2002. The other 50% of their investment was
dealt with by AFI as outlined in paragraph 3.1.3.
3.3.2
The Trustee in the Proposal distributed dividends totalling $112,000 to
these Investors on April 28, 2003.
3.3.3
The Company remains obligated to a financial institution for $57,000 on
a mortgage. The mortgaged property has been sold for $89,000 under an
agreement for sale. This agreement for sale has not been complied with
by the purchaser and is accounted as a loan due to the Company for that
amount. The estimated value of the property is $89,000.
3.3.4
Pursuant to section 5.3(b) of the Amended Proposal, approximately
$3 1,000 of Class 11 claims were paid in full on April 28, 2003 by the
Trustee in the Proposal. Further potential Class II claims have been
identified (provincial and federal capital taxes) but not yet quantified or
proven pending the Company's completion of certain government
returns. The debtor estimates these claims to be $215,000.
3.3.5
The Interim Receiver and Trustee withheld an amount sufficient to cover
this estimated obligation from the dividends distributed on April 28,
2003.
3.3.6
These debts will be dealt with by the Trustee in the Proposal and the
Inspectors in accordance with the terms of the Amended Proposal.
4
4
REGULATORS
4.1
On October 29, 2002 the British Columbia Securities Commission ("BCSC")
issued a Notice of Hearing and Temporary Order against Company directors
Messrs. Montaldi and Anderson.
4.2
The Temporary Order required Messrs. Montaldi and Anderson to resign from
all corporate director and officer positions held by them. As a result, they
resigned as directors of the Company.
4.3
Pursuant to the Notice of Hearing, the Commission Panel was to consider BCSC
charges that, in respect of their activities with the Company, Montaldi and
Anderson:
4.3.1
Traded and distributed securities without registration or exemption; and
4.3.2
Perpetrated a fraud on investors in the Company.
4,4
On February 14, 2003, the Commission Panel released its findings that Messrs.
Anderson and Montaldi were found guilty of the allegations within the Notice
of Hearing.
4.5
On March 7, 2003, the Commission Panel publicized its decision regarding
sanctions against Messrs. Montaldi and Anderson. Those sanctions are
summarized as:
4.5.1
Prohibitions from being directors or officers of companies, with
specified exceptions, for 12 years;
4.5.2
Prohibitions from engaging in investor relations activities for 12 years;
4.5.3
Administrative penalties of $200,000 each plus the (unspecified) costs of
the hearing.
4.6
The restrictions on Messrs. Anderson and Montaldi may impact AFI's ability to
complete its obligations under the Asset Management Agreement.
4.7
This potential has been discussed with the Inspectors and the consensus is that
continued monitoring by the Inspectors and the Trustee in the Proposal could
deal with this possible outcome by, if necessary, declaring an act of default
under the Proposal and applying to Court to have the Company declared
bankrupt.
5
4.8
5
Investor claims against Area Finance Inc. will be governed by the terms of the
Area Finance Inc. debentures and any relevant legislation.
STATEMENT OF RECEIPTS AND DISBURSEMENTS
5.1
A Statement of the Receipts and Disbursements of the Interim Receiver from
May 9, 2002 to May 31, 2003 is attached as Appendix E.
5.2
The accounts to August 15, 2002 were reviewed and approved by the Court on
October 1, 2002.
5.3
Total cash receipts for the period May 9, 2002 to May 31, 2003 were
$2,604,128.22.
5.4
Total cash disbursements (plus an accrual for the fees of the Interim Receiver
and counsel pertaining to the Interim Receiver's discharge) for the period May
9, 2002 to May 31, 2003 were $1,476,224.53.
5.5
The excess of receipts over disbursements has been dealt with as follows:
5.5.1
Funds totalling $144,525 were paid to a trust claimant. These funds
represented cash held in trust for a particular beneficiary and payments
received by the Interim Receiver on a loan portfolio owned by that
beneficiary. In accordance with the instructions received from that
beneficiary, the related loan records were transferred to Area Finance
Inc. for continued administration.
5.5.2
Funds totalling $392,064 were advanced to Area Finance Inc. These
funds were advanced in substitution for assets contemplated to be
transferred pursuant to the Amended Proposal. Such assets included
loan principal payments received by the Interim Receiver and the
proceeds received from sale of the Lethbridge property.
5.5.3
Funds totalling $344 ,377 have been transferred to the accounts of the
Trustee in the Proposal.
5.5.4
Upon the Interim Receiver being discharged, the remaining balance of
$246,935 will be transferred to the accounts of the Trustee in the
Proposal.
5.5.5
After this final amount is transferred and the accrued charges of the
Interim Receiver and its counsel are paid, the Interim Receiver will file
its Final Statement of Receipts and Disbursements with the Court.
6
5.6 In order to show the complete costs of reorganization, a Combined Statement of
Receipts and Disbursements for the Interim Receiver and Trustee in the
Proposal is attached as Appendix F.
5.6.1 Apart from funds transferred from the Interim Receiver, the Trustee
received a $5,000 third party deposit and some interest was earned on the
Trustee's bank account.
5.6.2 As Trustee in the Proposal, PricewaterhouseCoopers Inc. has billed
$183,022.37 in respect of the performance of its statutory duties in that
role. These invoices are approved by the Inspectors prior to payment and
will be taxed by the Court at a later date.
5.6.3 The Trustee has paid dividends (and levy thereon to the Superintendent of
Bankruptcy) totalling $143,204.81.
6. PROFESSIONAL FEES FROM AUGUST 1, 2002 TO MAY 31, 2003
6.1
PricewaterhouseCoopers Inc. has billed Interim Receiver fees separately from
the fees associated with the role of Trustee in the Proposal. The following table
summarizes the fees and disbursements of the Interim Receiver for the period
from May 9, 2002 to May 31, 2003:
Period of Charges
Fees
Disbursements
Total
$
$
$
May 9 - July 31/02 (taxed)
395,518.00
2,076.00
397,594.00
Subtotal (taxed)
395,518.00
2,076.00
397,594.00
Aug 1 - Aug 31
Sept 1 - Sept 30
Oct 1 - Oct 31
39,466.00
65,430.50
35,535.50
450.00
752.10
545.10
39,916.00
66,182.60
36,080.60
Nov I -Nov 30
31,413.60
300.60
31,714.20
Dec 1 - Dec 31
Jan 1 - Jan 31/03
Feb I - Feb 28
Mar 1 - Mar 31
14,698.35
4,432.50
4,400.55
3,710.00
129.90
105.90
42.60
41.40
14,828.25
4,538.40
4,443.15
3,751.40
0.00
0.00
3,500.00
0.00
0.00
45.00
0.00
0.00
3,545.00
Subtotal (not taxed)
202,587.00
2,412.60
204,999.60
Total
598,105.00
4,488.60
602,593.60
Apr 1 - Apr 30
May 1 - May 31
Accrued re: discharge appl'n
7
6.2
The Statements of Fee and schedules in support of the charges not previously
taxed are reproduced in Appendix G to this report.
6.3
The Interim Receiver will invoice and pay the amount accrued regarding the
discharge application upon receiving its discharge and taxation of its accounts.
6.4
Total Interim Receiver fees per the Statement of Receipts and Disbursements
are $602,593.60 including the accrued amount.
6.5
The fees of the Trustee in the Proposal are separately reviewed by the Inspectors
and are subject to taxation at a later date.
6.6
The following table summarizes the accounts of Fraser Milner Casgrain LLP,
counsel for the Company. Copies of accounts not previously taxed are
reproduced in Appendix H to this report.
Period of Charges
Disbursements
Tota
May 9 to July 30, 2002
103,079.38
11,423.86
114,503.24
Subtotal (taxed)
103,079.38
11,423.86
114,503.24
65,000.00
98,000.00
29,000.00
11,600.00
4,173.00
2,400.00
375.00
425.00
6,724.69
13,813.15
11,141.90
2,284.60
471.12
1,115.76
110.29
61.94
71,724.69
111,813.15
40,141.90
13,884.60
4,644.12
3,515.76
485.29
486.94
Subtotal (not taxed)
210,973.00
35,723.45
246,696.45
Total
314,052.38
47,147.31
361,199.69
Jul 25 - Aug 29
Aug 23 - Sept 27
Sept 26 - Oct 30
Oct 28 - Nov 28
Nov 27 - Dec 20
Oct 17 - Jan 28/03
Feb 3 - Feb 24
March 3 - March 31
6.7
Fee
The accounts of Cook Roberts, as independent counsel to the Trustee/Interim
Receiver, are summarized in the following table. Copies of their accounts not
previously taxed are reproduced in Appendix Ito this report.
8
Total
Fee
S
1,100.00
1 11111111
Disbursements
S
142.40
Subtotal (taxed)
1,100.00
142.40
1,242.40
Aug 1 Oct 1
Oct 2- Dec 11
Accrued re: discharge appl'n
2,400.00
2,950.00
2,500.00
508.05
503.25
250.00
2,908.05
3,453.25
2,750.00
Subtotal (not taxed)
7,850.00
1,261.30
9,111.30
Iota
8,950.00
1,403.70
10,353.70
Period of Charges
May - July 31, 2002
1,242.4
6.8
Cook Roberts will invoice the amount accrued regarding the discharge
application upon the Interim Receiver receiving its discharge and taxation of its
accounts.
6.9
Total legal fees per the Statement of Receipts and Disbursements are
$371,553.39, which is the sum of $361,199.69 (Fraser Milner Casgrain LLP)
plus $ 10,353.70 (Cook Roberts).
ALL OF WHICH IS RESPECTFULLY SUBMITTED this3Jtlay of June, 2003.
PricewaterhouseCoopers Inc.,
Court Appointed Interim Receiver of
439288 B.C. Ltd.
hael J. Verrnette
Senior Vice President
9
Appendix A
Summary of Assets Transferred to
Area Finance Inc.
APPENDIX A
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. LTD.
SUMMARY OF ASSETS TRANSFERRED TO AREA FINANCE INC.
Asset
Loan Portfolio
Amount
Particulars
Sub Appendix
Loans with payment ratings `A', 'B', and 'C, with interest
accrued to September 30, 2002. Full accrual as per
database summary wihtout provision
A.1
$16,409,557
A.2
4,508,300
Property Portfolio
Interest in Frame
Realty Building
145,000
Prepaid Property
Taxes
2002 Property Taxes paid by Interim Receiver.
Furniture and
equipment
Chattels transferred to Area Finance Inc.
Cash paid to AFI
Transferred to AFI account October 1, 2002
18,475
A.3
E
5,871
392,065
$21,479,268
APPENDIX A.1
IN THE MATTER OF THE PROPOSAL OF
439288 B .C. LTD.
LOANS TRANSFERRED TO AREA FINANCE INC.
ON SEPTEMBER 30, 2002
Loan Category
Payment Rating
Security
No. of
Loans
Balance as at
September 30, 2002
Unsecured
Personal
716
A - Good
$5,430,823.30
141
B - Fair
2,554,024.17
C - Poor
36
485,263.30
8,470,110.77
Personal
Secured by mortgage
A - Good
B - Fair
C - Poor
Personal
A - Good
B - Fair
C - Poor
Secured
Business
A - Good
B - Fair
C - Poor
Unsecured
Business
Secured by mortgage
A - Good
B - Fair
Business
A - Good
B - Fair
Total
37
13
2
2,155,017.73
890,057.20
195,093.27
3,240,168.20
30
12
4
552,329.61
95,048.92
84,379.59
731, 758.12
23
6
3
1,006,148.25
1,168, 304.37
272,137.62
2,446,590.24
2
92,415.19
129,912.64
222,327.83
1
Secured
1,128,233.56
170,368.19
1,298,601.75
$16,409,556.91
439288 BC Ltd.
Appendix A.2
Properties Transferred to Area Finance Inc.
Street Address
Property Name
Town/City Location Legal Title PICT
Type of
Property
Pr
rty Tax
Assessed
Value
Mgmt"s Est.
of Value
Beach - Empty Lot
419 Yeliowhead (Hwy 16)
Bums Lake
008-765-189
Commercial
34,600
100,000
Beach - Fitness Center
50 3rd Ave.
Bums Lake
013-020-137 &
013-020-145
Commercial
60,000
100,000
Beach - Process 4
425 Yellowhead (Hwy 16)
Burns Lake
006-210-040
Commercial
122,700
150,000
Hair Salon
3341336 Yellowhead (Hwy 16)
Burns Lake
024-850-276
Commercial
67,700
120,000
Quesnel Property
2034 Blackwater Rd.
Quesnel
006-446-221
Commercial
250,600
300,000
Smithers Property
3860 4th Ave
Smithers
018-834-302
Commercial
165,900
550,000
Smithers Property
3896 4th Ave
Smithers
018-976-387
Commercial
88,100
See Above
Smithers Property
4th Ave.
Smithers
Commercial
92,500
See Above
Smithers Property
1310 Queen St.
Smithers
007-845-880 &
007-845-898 &
007-845-901
018-976-379
Commercial
76,300
See Above
Total Commercial
958,400
1,320,000
lican Du lex
Anglican
Anglican Lot 2
337 Center St.
377 Center St.
Burns Lake
Burns Lake
024-226-777
024-226-785
Residential
Residential
114,500
20,500
120,000
25,000
Anglican Lot 4
BC Land #1
BC Land #2
129 1st Ave.
Cinnamon St.
Cinnamon St.
Burns Lake
Prince George
Prince George
024-226-807
009-189-394
009-193-693
Residential
Residential
Residential
18,900
5,500
5,500
25,000
5,500
5,500
Beach Road
Beach Rd.
Burns Lake
006-013-015
Residential
23,300
30,000
Blue Spruce Trailer Park
811-160 E Hwy 16
Burns Lake
MHP # 26-50601520.000 Reg
#11468
Residential
13,900
13,900
Chris Okay
Summit Lake Rd.
Burns Lake
015-274-331
Residential
221,000
221,000
Courtorielle
240 9th Ave
Burns Lake
023-264-501
Residential
97,500
110,000
Eckland Property
268 Pioneer Way
Burns Lake
010-511-598
Residential
115,400
150,000
Finch House
Barlett Rd.
Burns Lake
008-019-568
Residential
206,900
250,000
Garfield Woods
Geisbrecht
2395 Kelway Rd.
385/395 9th Ave
Burns Lake
Burns Lake
Residential
Residential
40,400
196,700
50,000
205,000
Granisle
7 Fleming St.
Granisle
005-242-657
018-633-757 &
018-633-765
009-227-342
Residential
17,800
17,800
Hakanson (Woodcock)
30 Rournieu Dr.
Burns Lake
023-168-471
Residential
28,300
28,300
Hallgren
Pendleton Bay
Babine Lake
011-747-463
Residential
7,600
7,600
Jarret (Purchase from)
605 9th Ave
Burns Lake
023-779-853
Residential
166,200
180,000
KOA Pitttock Trailer
2-2645 Freeport Rd.
Burns Lake
Residential
35,400
50,000
Lots from Montaldi
5th Ave.
Burns Lake
MHP # 26-75513434.000 Reg
# 72381
024131-181
Residential
20,700
25,000
Lots from Montaldi
107 5th Ave
Burns Lake
024-131-172
Residential
20,700
25,000
Lots from Montaldi
6th Ave.
is Lake
008-572-577
Residential
13,600,
20,000
439288 B.C. Ltd - Property Transferred to Area Finance Inc.
I of 2
Property Name
Street Address
Town/City Location Legal Title PID
Type of
Property
Property Tax
Assessed
Value
Mgmt's Est.
of Value
Smithers Rural Lot #1
Smithers, BC
Smithers
014-286-335
Residential
2,300
2,300
Smithers Rural Lot #2
Smithers, BC
Smithers
014-286-351
Residential
2,300
2,300
Spankie Property
Uncha Lake Rd.
Southbank
005-075-700
Residential
97,800
97,800
Swenson Propert
Taylor Lot
Telkwa Pro ert
Warkentin House
Gardner Rd.
10347 102 St.
Coalmine Road
139/140 6th Ave
Burns Lake
Taylor
Telkwa
Burns Lake
Residential
Residential
Residential
Residential
76,700
11,500
84,000
99,800
160,000
11,500
84,000
99,800
Worthing House
E. Tchesinkut Rd.
Burns Lake
015-060-993
008-244-383
025-328-140
011-967-722 &
011-911-221
011-303-522
Residential
206,700
250,000
1,971,400
2,272,300
312,500
325,000
312,500
325,000
266,000
27,900
252,300
n/a
21,700
567 900
426,000
50,000
75,000
10,000
30,000
591 000
3,810,200
4,508,300
Total Residential
Edmonton
13907 - 51st Avenue
Edmonton, AB
0019-570-820
Residential
Total Alberta
Received from Montaldi
and Anderson
Teddy's Buildin
Shelford Property
Penticton Property
B own lot
Wallace Road
105 Fairway Dr.
Wallace Road
439288 B.C. Ltd - Property Transferred to Area Finance Inc.
Burns Lake
Bums Lake
Penticton
Bums Lake
Burns Lake
024-181-331
018-634-010
001-747-240
011-951-575
014-142-414
Commercial
Residential
Residential
Residential
Residential
2 of 2
APPENDIX A.3
IN THE MATTER OF THE PROPOSAL OF
439288 B .C. LTD.
Furniture and Equipment Transferred to Area Finance Inc.
Office Equipment
Panasonic Fax Machine KX-FPC165C
Fashion Phone 43-867
Shome/Office Speakerphone
Fashion Phone 43-866
Telephone with Digital Answering Machine
Schwab 5000 4-drawer fireproof filing cabinet
Schwab 5000 4-drawer fireproof filing cabinet
Brother GX8750 Typewriter
Brother GX8750 Typewriter
Serial #
Value ($)
2BASCO09738
$299.99
29.99
59.99
29.99
50.99
2,500.00
2,500.00
200.00
200.00
$5,870.95
Appendix B
Summary of Liabilities Assumed by
Area Finance Inc.
APPENDIX B
IN THE MATTER OF THE PROPOSAL OF
439288 B .C. LTD.
OBLIGATIONS ASSUMED BY AREA FINANCE INC.
MORTGAGES
Mortgagee
Property Name
Royal Bank of Canada
CIBC
Bulkley Valley Credit Union
TD Canada Trust
Business Development Bank
Bulkley Valley Credit Union
Palmeter
Gyger
Storm Calvert
PG House
Beach - Process 4
Smithers
Smithers
Bulkley Valley Credit Union
Bulkley Valley Credit Union
CIBC
Woods, Garfield
Dueck, Wilfred & Elizabeth # 1
Dueck, Wilfred & Elizabeth # 2
Smithers
Smithers
Jarrett (Purchase from)
Finch
Spankie
Garfield Woods
Beach - Empty Lot
Beach - Process 4
Gooding, Dave
Beach - Fitness Centre
Jenikson, Robert
Lam Family Holdings
Warkentin House
Quesnel
Tweedsmuir Enterprises
Beach - Fitness Centre
PID
011-691-352
008-217-033
008-313-393
023-207-272
006-210-040
018-834-302
018-976-387
007-845-880 &
007-845-898 &
007-845-901
018-976-379
023-779-853
008-019-568
005-075-700
005-242-657
008-765-189
006-210-040
013-020-137 &
013-020-145
011-967-722 &
011-911-221
006-446-221
013-020-137 &
013-020-145
Total
30-Sep-02
Balance Owing
57,000.02
22,357.80
69,082.86
101,031.24
36,000.00
295,055.32
see above
see above
see above
102, 569.24
125,953.39
71,782.91
34,551.04
36,914.08
131,835.99
46,347.85
75,603.47
209,709A2
42,187.52
$1,457, 982.15
DEBENTURES
Total of 458 AFI debentures issued to investors in 439288 B.C. Ltd.
for one half of their investment as at May 9, 2002.
$19,027 ,805.57
Appendix C
Assets Remaining with the Company
APPENDIX C
IN THE MATTER OF THE PROPOSAL OF
439288 B .C. LTD.
SUMMARY OF ASSETS REMAINING IN 439288 B.C. LTD.
AS AT APRIL 30, 2003
Assets
Loan Portfolio
Particulars
Sub Appendix
Book Value
Non related loans (with D payment ratings - Note)
C.1
$7,914,035
Related Party Loans (Note)
C.1
5,284,776
13,198,811
Other assets
C.2
229,760
13,428,571
NOTE: Loan balances represent amounts at May9, 2002 less payments received to April 30,
2003. These balances should not be considered the net realizable ialue of these
loans as no provision has been made for potential loan losses which are presently
not determinable.
APPENDIX C.1
IN THE MATTER OF THE PROPOSAL OF
439288 B .C. LTD.
LOANS REMAINING IN 439288 B .C. LTD.
AS AT APRIL 30, 2003
Loan Category
Payment Rating
Personal
Security
14
1,327, 111.38
9
120,482.56
23
2,001,770.98
Unsecured
D
Business
$3,768 ,173.45
Secured
D
Business
375
Secured by mortgage
D
Personal
Loans
Unsecured
D-
Personal
Loan
Balances (Note 1)
No. of
Secured by mortgage
180,119.24
D
Business
D
Secured
Total Non Related Loans
9
516,377.80
431
7,914,035.41
Related Party Loans
Doug Montaldi
3,159,575.70
Glenn Anderson
1,304,081.79
Raymark Enterprises Ltd.
271, 724.04
Anderson/Montaldi/Shanks/Lindaas
403,060.20
Anderson/Shanks
146,334.93
Total Related Party Loans
Total Loans at April 30, 2003
Note:
5,284,776.66
$13,198,812.07
Due to the infrequency of payments on these loans, the above
balances do not include any interest accrual after May9, 2002.
Interest accruing from May 9, 2002 to April 30, 2003 was $1.437
million on non related loans and $0.9 million on related loans.
APPENDIX C.2
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. LTD
OTHER ASSETS RETAINED FOR LIQUIDATION
Original Cost $
Item
Vehicles & Hea
Estimated Value {$)
Equipment
1974 Ford 750
1994 Pontiac Grand Am R
R
ossessed.)
ossessed
6,800
7,578
5,675
1990 Hitachi Excavator EX 200-1
R ossessed
10,000
1979 Komatsu An g le Dozer D60P
R
ossessed
10,000
1980 Ford Dump Truck 16' Box Cab Over
9000
Buildings
Mobile Home - Blue Spruce Trailer Park
Mobile Home - KOA Trailer Park "Pittock"
Miscellaneous
Portable Bunkhouse
Portable Enviro Tanks (2)
Repossessed
1,500
Repossessed
60,000
13,900
50,000
1,954
3,400
2,000
5,500
54,500
55,000
Unknown
Unknown
16,720
13,750
33,915
33,915
5,000
5,000
30,610
140,000
215,000
15,154
90,000
1,000
1,897
13,390
0
Unknown
Unknown
0
0
0
0
0
$673,398
$ 229,760
Portable Bridges
Silver Bars
Currency, Coin Collection & Gold Nuggets
Art Work
Race Horse
Shares & Investments
Fraser Lake Lots Agreement for Purchase
Key-Oh Wood Products Shares (48% interest)
J.B. Services Inc. Shares (48% interest)
Universal Software Inc. Shares
Beach Grove Estates Ltd. Shares
Silverdale Lumber & Logging Shares
Invention - Donal Thompson
Invention - Kelly Grunerud
Total Other Assets
Appendix D
Asset Management Agreement
THIS AGREEMENT dated for reference October 1, 2002
BETWEEN:
439288 E .C. LTD.
a company incorporated under the laws of the
Province of British Columbia and having an office at
Burns Lake, British Columbia
(hereinafter called the Company)
AND
AREA FINANCE INC.
a company incorporated under the Canada Business
Corporations Act and having an office at
259 Francois Lake Drive, Burns Lake, British Columbia
(hereinafter called AFI)
WHEREAS:
A.
The Company filed a Proposal under the provisions of the Bankruptcy and Insolvency Act on or
about July 22, 2002.
B.
PricewaterhouseCoopers Inc. was appointed as Trustee under the terms of the Proposal.
C.
The Proposal as amended was voted on by the creditors of the Company and was approved by
the creditors at a meeting of creditors held on August 9, 2002, and by an Order of the Supreme Court of
British Columbia in proceedings initiated out of the Vancouver Registry of the said Court on August 28,
2002, under number 226843NA02.
D.
As part of the Proposal it is contemplated that certain of the assets of the Company be conveyed
to AFI and that the Company retain ownership of other assets described as follows:
a portfolio of loans as identified as identified by loan identification number, name and
amount owing in Schedule "A" attached hereto (hereinafter referred to as the Loans); and
other assets identified in Schedule "B" attached hereto (the Other Assets).
2
E.
Pursuant to the terms of the Proposal, the assets to be conveyed to AFt have been conveyed;
however the assets referred in Schedules "A" and "B" to this Agreement have not yet been realized.
F.
The creditors at the meeting held to approve the Proposal, appointed the following persons as
inspectors: Esther Bahen, Valerie Mould, Lyndon Peterson, Nan Svehla, and David Zeilke (hereinafter
referred to as "the Inspectors").
G.
The Company and the Inspectors are desirous of having the Loans collected and the Other
Assets liquidated and have agreed that AFI is the appropriate person to collect the Loans and sell the
Other Assets and AFI is ready, willing and able to collect the Loans and sell the Other Assets.
NOW WHEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1.00 and other good and valuable consideration and of the mutual covenants and agreements herein
contained the Company and AFI hereby covenant and agree as follows:
1.
APPOINTMENT
The Company hereby appoints AFI as its agent for the purpose of collecting the Loans and for
selling the Other Assets and AFI accepts the appointment subject to the terms and conditions of this
Agreement.
2.
TERM
Subject to paragraph 5 hereof, the term of this Agreement will continue until such time as the
Company or the Inspectors terminates this Agreement by delivering to AFI a Notice of Termination in
writing.
AFI DUTIES
During the term of this Agreement the Company and AFI agree that AFt shall:
A.
With respect to the Loans:
diligently collect, get in and receive the Loans; and
deposit all monies received in collection of the Loans into the account of
PricewaterhouseCoopers Inc. (PWC) at the Canadian Imperial Bank of Commerce
branch located at Burns Lake, account number 11-72212, the account to be known as
"PricewaterhouseCoopers Inc. - AFI"; and
on or before the 20th day of each month provide a full accounting of the Loans collected,
such accounting to be for the period ending on the last day of the immediately preceding
month;
(iv)
in collecting the Loans AFI shall be entitled to enter into Agreements to compromise the
amount owing by borrowers provided that:
(1)
any compromise entered into between AFI and a borrower must allow for the full
and final settlement of all loans owing by a borrower unless approved in writing in
advance by the Inspectors;
(2)
any compromise that is greater than 100% of accrued and unpaid interest and
10% of the principal to a maximum of $5,000.00 (of principal compromised) per
Loan must be approved in advance and in writing by the Inspectors;
(v)
AFI may employ the services of a collection agency to pursue the collection of the Loans
on such terms and conditions as AFI acting reasonably deems necessary and
appropriate;
AFI may employ legal counsel where required to effect collection of the Loans on such
terms and conditions as AFI acting reasonably deems appropriate;
B.
With respect to the Other Assets:
4
sell the Other Assets subject to the following terms and conditions:
(1)
within 45 days of the date of this Agreement AFI will prepare and deliver to the
Inspectors an Action Plan with respect to its proposal to sell the Other Assets;
(2)
upon receipt of an agreement in writing from the Inspectors on the Action Plan
referred to in the immediately preceding paragraph, AFI shall make every effort
to liquidate the Other Assets in an amount not less than 90% of the value
indicated on the list attached hereto as Schedule B. If AFI proposes that any of
the Other Assets be sold for an amount less than 90% of the value indicated in
Schedule B attached hereto, AFI must obtain the prior written approval of the
Inspectors;
if AFI incurs expenses in preparing the Other Assets for sale including transportation and
other costs that may be incurred in arranging for the sale of the Other Assets AFI shall
provide a written request for reimbursement from the Inspectors before being entitled to
reimbursement for such expenses;
AFI agrees to deposit the gross proceeds of sale including applicable taxes generated
from the sale of any one or more of the Other Assets into the PricewaterhouseCoopersAFI account upon receiving such proceeds of sale including all taxes in respect of such
sales;
AFI shall not sell any of the Other Assets on terms other than cash;
C.
With respect to reporting:
(i)
AFI shall prepare a report on its collection of Loans and sale of Other Assets for each
month containing the information set out in Schedule C to this agreement. This report is
6
AFI is in default under any of its obligations under this Agreement;
a Court of competent jurisdiction appoints a Receiver or Receiver Manager over the
property and assets of AFI.
(v)
If the Inspectors, acting reasonably, determine that AFI has failed to take appropriate
measures to collect the Loans or to sell the Other Assets.
NOTICE
Any notice required or permitted to be given hereunder will be in writing and may be given by
mailing the same by prepaid registered post or delivering the same to the party to whom the notice is
given at the address hereinbefore set out or at such other address as the parties may advise in writing
from time to time in the manner aforesaid, and any notice so given will be deemed to be received by the
party to whom it is given, if delivered, when delivered and if mailed by prepaid registered post on the fifth
normal business day following such mailing.
ASSIGNMENT
7.
AFI will not assign this Agreement without the prior written consent of the Company and the
Inspectors.
RECORDS
8.
If this Agreement is terminated by expiration or otherwise AFI will:
turn over to PricewaterhouseCoopers Inc., in its capacity as Trustee named under the
Proposal made by the Company, all records and books of account and other documents
and material relating to AFI's function as agent for the purposes of collecting the Loans
and realizing the Other Assets; and
7
pay to PricewaterhouseCoopers Inc., in its capacity as Trustee named under the
Proposal made by the Company, all monies that may be in AFI's possession relating to
the collection of the Loans or the realization and sale of the Other Assets.
NO SURVIVAL
OF RIGHTS
9.
Termination of this Agreement will in no way affect or impair any right which has accrued to either
party hereto prior to the date of such termination.
ENURING
EFFECT
10.
This Agreement will enure to the benefit of and be binding upon the successors and permitted
assigns of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and
year first above written.
W:\FASdata\B\Burns Lake (Proposal & lot Rec)\ProposallEstate DocstAsset Management Agreement Final from Cook Roberts.rtf
From Account 00000 to 99999
Portfolio Summary for period 5/9/2002 to 9/30/2002
Status:Payment Rating: ^_.
Loan Category
Payment
Security
Payment Rating
Personal
D - Bad
Unsecured
Personal
Secured by Mortgage
76
D - Bad
Personal
14
9
26
Pros ision
425,682.93
(343,514.30)
(78,825.07)
(481,710.77)
6,096.331.79
11.74
425,682.93
(343,514.30)
(78,825.07)
(481,710,77)
0,01) ;.331 79
1,442,856.92
2,371.00
87,600.55
0.00
(1,793,82)
(284,925 .51)
1,246J00 14
1,442,856.92
2,371.00
87,600.55
0.00
(1,793.82)
(284,925.51)
1,246, IOU. 14
124,924.83
0.00
8,686.47
(710.17)
(15,45S 74)
115.182.56
6,574,687.26
11.74
6,574 ,687.26
1
(2,259.83)
124,924.83
0.00
8,686.47
(2,259.83)
(710.17)
(15 ,455 74)
115,182.56
8,142,469.01
2,382.74
521,969,95
(345,774.13)
(81,329.06)
(782,095.02?
7,457,623.49
6,469,971.91
(658.11)
380,092.60
(546,127.34)
(1,043,334.86)
(1,491,589.84)
3,768,354.36
6,469,971.91
(658.11)
380,092.60
(546,127.34)
(1,043,334.86)
(1,491,580.84)
3,768,354.36
180 ,031.09
0.00
13,242.24
0.00
0.00
(13,154.09)
180,119.24
180,031.09
0.00
13,242.24
0.00
0.00
(13,154.09)
180,119.24
789,589.23
0.00
49,753.35
(253,930.60)
576,011.98
Secured
10
D - Bad
Report Totals:
(4,329.79)
(5,070.21)
49,753.35
(4,329.79)
(5,070.21)
(253,930.60)
576.011.98
7,439,592.23
(658.11)
443,088.19
(550,457.13)
(1,048,405.07)
(1,758,674.53)
4 524,48s-58
15,582,061.24
1,724.63
965,058.14
(896,231.26)
(1,129,734.13)
(2,540,769.55)
11,982,109.07
Closing Balance before Provision:
14,522,878.62
789,589.23
19-Dec-02
Interest
Secured by Mortgage
D - Bad
Business
Interest
Advance
Unsecured
D - Bad
Business
Closing
Principal
Opening
Secured
D - Bad
Business
Security:
Loan Category:
0.00
Page 1 of I
"B"
SC.HEDU
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. LTD.
OTHER ASSETS RETAINED FOR LIQUIDATION
Cost ($)
em
Vehicles !& Heavy Eguipme
1974 Ford 750
94 Pontiac Grand Am (Repossessed
990 Hitachi Excavator EX 200-1
Estimated Value ($)
x ssessed
7,578
R ssessed
R ssessed
Repossessed
5,800
5 675
10,000
10000
1,500
1979 Komatsu Angle Dozer D60P
1980 Ford Dump Truck 16' Box C
9000
Building
obile Home - Blue Spruce Trailer P
Repossess
Mobile Home -- KOA Trailer Park "Pittock"
1000.1
Miscellaneous
Portable Bunkhouse
954
Portable Enviro Tanks (2
Portable Bridges
54,5001
Silver Bars
Unknown
ion & Gold Nuggets
Unknown
0
9
50
2
5
55,
16,720
13,750
33,915
5,0001
33,915
5
A
e
'or Purchase
F
0,6101
40,0001
Kev-Oh Wood Products Shares (48% in
S
48
B. S
215,0001
e Inc. S
Universal So
5,1541
0
Horse
Sha
Yes
S
Beach Grove
Silverdale Lumb
Do
venti
vention -- Ke
Total Other Asse
0
90
9S
o, p
Unkno
Unkno
n
,0001
0
,8971
0
901
$673,398
0
_
$ 229,760
SCHEDULE C
Area Finance Inc.
Monthly Reporting Package
Required under Asset Management Agreement with 439288 B.C. Ltd.
Copy of bank statement of deposits to PwC CIBC account in Bums Lake (Transit
01050, account number 11-72212) for the month.
2. Breakdown (net) deposits into:
a. Asset sales
b. Loan payments
3. For asset sales, provide a list describing the asset sold and the amount received
and any associated taxes received.
4. For loan payments:
a. From the database, print the Loan Account Listing Report for activity
from the last day of the previous month to the last day of the current
month;
b. Reconcile the total loan payments per the Loan Account Listing Report to
the loan payments in 2(b) above;
c. Provide details of any reconciling items by Loan ID (example: $xxx of
principal forgiven on Loan ID 1234)
5. For reimbursement of expenses or reimbursement of taxes provide:
a. Original supplier invoice, approved by AFI and Inspector, with sufficient
detail to identify the loan or asset involved;
b. Completed and signed tax remittance form indicating the taxes due.
6. Zip and email a copy of the current database to PwC. PwC will retain two
generations of this on its server as back up.
W:\FASdata\B\Burns Lake (Proposal & Int Rec)\Proposal\Estate Docs\AFI Monthly
Reporting Requirements. doc
Appendix E
Interim Receiver's Statement of
Receipts and Disbursements for the period
May 9, 2002 to May 31, 2003
Appendix E
PRICEWATERHO USECOOPERS INC.
IN ITS CAPACITY AS
INTERIM RECEIVER FOR 439288 B.C. LT D.
STATEMENT OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD FROM MAY 9, 2002 TO MAY 31, 2003
For the period
May 9/02 August 15/02
$
For the period
August 16/02 May 31103
$
TOTAL
May 9/02 May 31/03
$
RECEIPTS
744,875.85
988,626.64
34,211.07
126, 675.81
0.00
3,656.54
20.00
310.07
1,957.13
654,706.03
10,800.64
17, 850.00
11,871.22
7,741.80
603.00
222.42
746,832.98
1,643,332.67
45,011.71
144, 525.81
11,871.22
11,398.34
623.00
532.49
1,898 ,375.98
705,752.24
2,604,128.22
Salaries & wages (net)
Payroll deductions
Contract labour
Insurance
Leasing expense
Office expense
Rent
Repairs & maintenance
Security
Storage
Telephone
Travel
Utilities
Workers compensation premiums
Appraisals
Advertising
Loan advances
Payments to senior mortgagees
Property tax
Title search
Interim Receiver's fees
Legal fees & disbursements
Miscellaneous
GST paid
26,472.07
16,323.61
35,602.10
15,562.60
6,597.35
6,319.37
3,845.16
2,714.86
347.38
0.00
7,364.74
40,152.44
2,583.91
45.05
130.00
370.02
25,232.17
35,197.68
61,485.28
2,463.50
395,518.00
140,745.64
421.58
41,145.60
18,938.53
11,050.63
28,554.35
9,214.24
3,982.70
3,121.01
2,053.25
848.67
300.00
1,250.00
(689.71)
18,768.39
1,477.28
96.95
300.00
0.00
22,495.83
19,631.73
358.38
56.50
202,587.00
230,807.75
429.00
33,951.94
45,410.60
27,374.24
64,156.45
24,776.84
10,580.05
9,440.38
5,898.41
3,563.53
647.38
1,250.00
6,675.03
58,920.83
4,061.19
142.00
430.00
370.02
47,728.00
54,829.41
61,843.66
2,520.00
598,105.00
371,553.39
850.58
75,097.54
Total Disbursements
866,640.11
609,584 .42
1,476,224.53
Cash on hand
Repayment of loans
Rental income
Investor Trust deposits
Sale of property
Interest income
Sundry income
CST collected
Total Receipts
DISBURSEMENTS
EXCESS OF RECEIPTS
OVER DISBURSEMENTS
1,031,735.87
96,167.82
1,127,903.69
REPRESENTED BY:
Cash in bank
Return of third party funds
Payment to Area Finance Inc.
Transfer to Trustee in Proposal
246,935.44
144,525.81
392,064.52
344,377.92
1,127 ,903.69
Note (1) Includes accrual for I nterim Receivers fees and legal fees for discharge application
(1)
(1)
(1)
(1)
Appendix F
Combined (i.e. Interim Receiver and Trustee
Statement of Receipts and Disbursements
for the period May 9, 2002 to May 31, 2003
Appendix F
PRICEWATERHOUSECOOPERS INC.
IN ITS CAPACITY AS
INTERIM RECEIVER AND TRUSTEE IN THE PROPOSAL OF 439288 B.C. LTD.
COMBINED STATEMENT OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD FROM MAY 9, 2002 TO MAY 31, 2003
Interim Receiver
May 9/02 May 31/03
Trustee in Proposal
May 9/02 May 31/03
$
TOTAL
$
RECEIPTS
Cash on hand
Collection of loans (P + I)
Rental income
Investor Trust deposits
Sale of property (net)
Third party retainer
Transfer to Trustee in Proposal
Interest income
Sundry income
GST collected
746,832.98
1,643,332.67
45,011.71
144,525.81
11,871.22
(344,377.92)
11,398.34
623,00
532.49
5,000.00
344,377.92
267.97
-
746,832,98
1,643,332.67
45,011.71
144,525.81
11,871.22
5,000.00
11,666.31
623.00
532.49
Total Receipts
2,259,750.30
349,645.89
2,609,396.19
45,410.60
27,374.24
64,156.45
24,776.84
10,580.05
9,440.38
5,898.41
3,563.53
647.38
1,250.00
6,675.03
58,920.83
4,061.19
142.00
430.00
370.02
47,728.00
54,829.41
61,843.66
2,520.00
598,105.00
371,553.39
850.58
75,097.54
150.00
3,151.75
674.90
183,022.37
982.21
13,145.10
45,410.60
27,374,24
150.00
64,156.45
24,776.84
10,580.05
12,592.13
5,898.41
3,563.53
647.38
1,250.00
6,675.03
59,595.73
4,061.19
142.00
430.00
370.02
47,728.00
54,829.41
61,843.66
2,520.00
781,127.37
371,553.39
1,832.79
88,242.64
1,476,224.53
201,126.33
1,677,350.86
783,525.77
148,519.56
932,045.33
DISBURSEMENTS
Salaries & wages (net)
Payroll deductions
Filing fees
Contract labour
Insurance
Leasing expense
Office expense
Rent
Repairs & maintenance
Security
Storage
Telephone
Travel
Utilities
Workers compensation premiums
Appraisals
Advertising
Loan advances
Payments to senior mortgagees
Property tax
Title search
Interim Receiver/Trustee fees
Legal fees & disbursements
Miscellaneous
GST paid
Total Disbursements
EXCESS OF RECEIPTS
OVER DISBURSEMENTS
REPRESENTED BY:
Cash in bank
Payments to creditors
Return of third party funds
Payment to Area Finance Inc.
246,935.44
144,525.81
392,064.52
5,314.75
143,204.81
-
783,525.77
148, 519.56
252,250.19
143,204.81
144,525.81
392,064.52
932,045.33
Appendix
Statements of Fee of the Interim Receiver
PR!CEWATERHOUSECWPERS G
Statement of Fee
PricewaterhouseCoopers Inc.
601 West Hastings Street
Suite 1400
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Burns Lake, BC
VOJ IEO
Vancouver, British Columbia
Canada V6B 5A5
Telephone +l (604) 806 7000
Facsimile +1 (604) 806 7806
Account No. 70-71-25983-01-001
Invoice No. 93061 - MJV
Date: September 19, 2002
GST REGISTRATION # 86747 0486 RC0001
CA$
a
For Professional Services Rendered as Interim Receiver with respect to
439288 BC Ltd. ("439288" or the "Company") for the period
August 1, 2002 to August 31, 2002, including:
(NOTE, This billing does not include those time charges associated with completion of our Statutory
Duties as Trustee re: the Proposal These charges are billed separately)
Loan portfolio
•
Continue reconciliation of loan accounts between Caseware records
and manual records;
Reconcile ACCESS recorded payments to PricewaterhouseCoopers
Inc. (PwC) ACCPAC records, the latter having been reconciled to
bank records;
Continue work on related party loans including documenting net
worth of Anderson and Montaldi, identifying security to be provided,
status of assets, and continuing to solicit proposals for repayment;
Attend to loan payouts and security discharges as appropriate;
•
Document procedures for data entry to the ACCESS loan database;
•
List particulars of mortgage security for anticipated conveyance to
Newco;
I
I
please return one copy with your payment
Interest will be charged on overdue accounts
PR1CLWATERHOUSE^ PERS
Statement of Fee
Account No. 70-71-25983-01-001
439288 BC Ltd.
September 19, 2002
Invoice No. 93061 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
Attend to issues arising on problem accounts including: Interior
Timber, Morice, and Endako Auto Wrecking;
•
Meet with Ingo Overman to discuss information requirements for
collection process;
Property portfolio
Deal with sale of Lethbridge property;
•
Correspond with counsel to clarify property particulars in anticipation
of transfer of properties to Newco;
Investors
Attend to numerous meetings and calls with investors;
•
Consider requests for set-off with Pat Howard, consider same with
counsel, allow to a limited extent;
Cash and banking
Maintain independent record of cash transactions in ACCPAC;
Attend to the manual payment of suppliers, property utilities, and
insurance premiums, where automated payments could not be
structured;
Prepare regular cash deposits, sweeps of accounts with other
institutions collecting borrower automatic payments on behalf of the
Company;
(2)
/ 1CFWATERHOU5E(2WP1
Statement of Fee
439288 BC Ltd.
1
September 19, 2002
Account No. 70-71-25983-01-001
Invoice No. 93061 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Prepare periodic Statements of Receipts and Disbursements.
Report of the Interim Receiver to Court
Draft report, assemble appendices, and forward to counsel for review;
Regulators
Numerous continued discussions with counsel and regulators
regarding exemption application and ability of Newco to raise funds it
the future;
Tax issues
•
Continue review of tax issues in regards to asset transfer to Newco
and discussion of same with counsel;
Trust issues
Continue and complete work in reconciling accounts within
management portfolio;
Various attempts to meet with beneficiary to discuss and seek
instructions on beneficiary's wishes.
General
Supervise (on-site) employees within Burns Lake;
•
Respond to media queries;
(3)
J^ICEWATERHOUSLCWPERS
Statement of Fee
Account No. 70-71-25983-01-001
^ Invoice No. 93061 - MJV
439288 BC Ltd.
September 19, 2002
GST REGISTRATION # 86747 0486 RC0001
CA$
All other discussions, meetings, telephone calls and other matters not
specifically referred to herein.
39,466.00
FEES (Schedule 1)
DISBURSEMENTS (telephone, telecopy, courier, postage, photocopy)
39,916.00
FEES AND DISBURSEMENTS
2,794.12
GST
42,710.12
TOTAL DUE
MJV:RDP ml
W \PASdata\B\Burns Lake (Proposal & lot Rec)\anterim ReceiveABills\93061
450.00
2002
1-6 Aug I to 31 02)doc
(4)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period August 1, 2002 to August 31, 2002
Staff
I
Hours
Total
Senior Vice President
Michael Vermette
11.0
5,225.00
Vice President
Rick Pallen
28.6
12,012.00
Senior Associate
Patty Cotton
Jason Granger
Chris Stocco
13.5
82.0
12.9
2,362.50
16,400.00
3,225.00
2.3
241.50
Technician
Magdalena Lo
Total Time Charges
39,466.00
fR1CLWATERHOUSEWPER 5
Statement of Fee
PricewaterhouseCoopers Inc.
601 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6B 5A5
Telephone +1 (604) 806 7000
Facsimile+1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Burns Lake, BC
VOJ I EO
Date: October 8, 2002
Account No.: 70-71- 25983 -01-001
Invoice No.: 96994 - MJV
GST REGISTRATION # 86747 0486 R00001
CAS
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period September 1, 2002 to
September 30, 2002, including:
(.VOTE I his billing does not include those time charges associated with completion of our Statutory Duties as
Trustee re: the Proposal. These charges are billed separately.)
Loan portfolio
Continue reconciliation of loan accounts between Caseware records and manual
records;
•
Reconcile ACCESS recorded payments to PricewaterhouseCoopers Inc. (PwC)
ACCPAC records, the latter having been reconciled to bank records;
•
Supervise continued input of loan transactions into the ACCESS database;
•
Continue work on related party loans including identifying asset action intended over
next six months and seek proposals for servicing;
Attend to loan payouts and security discharges as appropriate;
•
Document procedures for data entry to the ACCESS loan database;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
10002:016
Transit No.
CAD Account 064871-001
USD Account 064871-070
Swift Code
HKBCCATT
Invoice number must be included
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
JCFWATERHO UsECW PER5
Date: October 8, 2002
Account No. 70-71-25983- 01-001
Invoice No.: 96994 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Compile lists of loans to be transferred to Area Finance Inc. Review and follow-up
with counsel;
Compile particulars of real estate mortgages in favour of the Company, compile
particulars of mortgage security over mobile homes in favour of the Company;
compile particulars of PPR registrations in favour of the Company for anticipated
conveyance to Newco;
Attend to issues arising on problem accounts including: Interior Timber, Morice, and
August Miller, Rod Paulson, and Rick Cleveland;
Further discussions with Ingo Oevermann, Glenn Anderson and Jarrett Anderson for
compiling management reports for collection purposes;
Modify ACCESS reporting to produce regular report for accounts with no recent
payment activity for dunning purposes;
Property portfolio
Correspond with counsel to clarify property particulars in anticipation of transfer of
properties to Area Finance Inc.;
Review various lists compiled by lawyers in respect of properties being transferred,
interests in real property pursuant to agreements for sale, property transfer tax payable,
properties held in trust for the Company, etc.
Investors and Other Liabilities
Attend to numerous meetings and calls with investors;
Develop list of investors for debenture issue purposes which required delineating
various family holdings by reference to individual promissory notes,
Identify, consider and resolve various issues of set-off.
•
Compile schedule of secured liabilities being assumed by Area Finance Inc. and obtain
current balances outstanding
Cash and banking
Maintain independent record of cash transactions in ACCPAC;
(2)
CEWATERHOUSQOPERS
Date: October 8, 2002
Account No.: 70-71-25983-01-001
Invoice No.: 96994 - MJ1'
GST REGISTRATION # 86747 0486 RC0001
CAS
Attend to the manual payment of suppliers, property utilities, and insurance premiums,
where automated payments could not be structured;
•
Prepare regular cash deposits, sweeps of accounts with other institutions collecting
borrower automatic payments on behalf of the Company;
•
Prepare periodic Statements of Receipts and Disbursements.
Report of the Interim Receiver to Court
•
Consider draft report with counsel;
•
Prepare affidavit to accompany report
Regulators
•
Numerous continued discussions with counsel and regulators regarding exemption
necessity and proposed actions of regulators.
Tax issues
•
Continue review of tax issues in regards to asset transfer to Newco and discussion of
same with counsel;
Trust issues
•
Meet with beneficiary to discuss and seek instructions on beneficiary's wishes.
General
•
Supervise (on-site) employees within Burns Lake;
•
Numerous telephone calls, emails and meetings with counsel in respect to all issues in
anticipation of closing transfer of assets from 439288 B.C. Ltd. to Area Finance Inc.;
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
(3)
JR!CEWATERHOUsECWPERS
Date: October 8, 2002
Account No.: 70-71-25983- 01-001
Invoice No.: 96994 - MJV
GST REGISTRATION # 86747 0486 RC000I
CAS
FEES (Schedule 1)
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
65,430.50
752.10
66,182.60
4,632.78
70,815.38
MJV.RDP.mi
W \FASdata\B\$ urns Lake (Proposal & Int Rec)ilnterim Receiver \Bills\96994 10-2002 (Bill-7 Sept Ito 30 02).doc
(4)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period September 1, 2002 to September 30, 2002
Staff
Senior Vice President
Michael Vermette
Hours
Total ($)
9.0
4,275.00
36.1
15,162.00
Manager
Paul Bekenn
Bernard Ter Stege
0.5
8.0
200.00
2,720.00
Senior Associate
Patty Cotton
Jason Granger
Chris Stocco
Dean Strudwick
12.8
90.2
87.4
1.5
2,240.00
18,040.00
21,850.00
397.50
5.2
546.00
Vice President
Rick Pallen
Technician
Magdalena Lo
Total Time Charges
65,430.50
I
l TER OUJE(OP!
Statemen ofF e
PricewaterhouseCoopers Inc.
601 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6B 5A5
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Burns Lake, BC
VOJ I EO
Date: November 13, 2002
Account No.: 70-71-25983 -01-001
Invoice No.: 04901 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period October 1, 2002 to October 31, 2002,
including:
(bOTl: Ibis billing does not include those time charges associated with completion cif our .Statutorv h ink's as
Trustee re: the Proposal. These charges arc billed separatelv.,i
Loan portfolio
Continue reconciliation of loan accounts between Caseware records and manual
records;
•
Reconcile September ACCESS recorded payments to PricewaterhouseCoopers Inc.
(PwC) ACCPAC records, the latter having been reconciled to bank records;
Compile overall reconciliation of payments during May 9, 2002 to September 30,
2002 period from ACCESS to ACCPAC;
•
Input related party transactions regarding payments in kind, set-off, etc.;
•
Continue work on related party loans including identifying asset action intended over
next six months, seek and review proposals for servicing;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J 1 S9
Transit No.
10002:016
CAD Account 064871 -001
USD Account 064871-070
Swift Code
HKBCCATT
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
CL WATE R H 0 US C, l ^P E R S
Date: November 13, 2002
Account No,: 70-71-25983-01-001
Invoice No.: 04901 - MMJV
GST REGISTRATION # 86747 0486 RC000I
CAS
•
Draft and obtain letter of instruction from Hayley Nielson regarding her loan portfolio;
•
Segregate database into Area Finance and 439288 B.C. Ltd;
•
Attend to issues arising on problem accounts including: Interior Timber, Morice, and
August Miller;
•
Discussions with Ingo Oevermann and Doug Montaldi regarding announced intentions
for use of COLLECT software and expression of concerns thereon;
Other Assets
•
Correspondence with Scott Miller, Burns Lake Band and Yvonne Simons of Skin Tyee
Band regarding Key-Oh Wood Products Ltd.;
Transition of Assets to Area Finance
•
Review and execution of closing documents;
•
Correspond with secured creditors whose obligations were assumed by Area Finance
Inc.;
I
Identify new banking and payment arrangements necessary for Area Finance Inc. to
organize and advise AFI;
•
Follow up on insurance coverage/transfer issues;
•
Transfer cash to Area Finance Inc.;
•
Follow up on tax matters resulting from transfer of assets to Area Finance Inc.;
Investors and Other Liabilities
•
Attend to numerous meetings and calls with investors;
•
Follow up on debentures not issued due to claims not filed, amounts disputed and
issues of set-off;
•
Prepare instructions for AFI, modify list of debentures, mail out debentures
appropriate;
(2)
f'WCEWATERHOUsEWPERs
Date: November 13, 2002
Account No.: 70-71-25983- 01-001
Invoice No.: 04901 - b1JV
GST REGISTRATION # 86747 0486 RC0001
CAS
Cash and banking
•
Maintain independent record of cash transactions in ACCPAC;
•
Attend to the manual payment of suppliers, property utilities, and insurance premiums,
where automated payments could not be structured;
Prepare regular cash deposits, sweeps of accounts with other institutions collecting
borrower automatic payments on behalf of the Company;
•
Prepare periodic Statements of Receipts and Disbursements;
Regulators
•
Pursue records not turned over by FICOM;
•
Attend at BSCS offices to review files of 439288 B.C. Ltd. and Marmon Financial
Services not returned to Interim Receiver. Obtain copies of key files necessary and
identify and request return of apparently misplaced records;
•
Numerous discussions with counsel, Glenn Anderson and Doug Montaldi regarding
contemplated settlement, draft Notice of Hearing, issued Notice of Hearing and media
coverage;
Tax issues
Continue review of tax issues in regards to asset transfer to Newco and discussion of
same with Allan Robertson of Bull Housser & Tupper;
•
Review capital tax file forwarded by Marmon Financial, discussions with senior
collections officer (Valencia) within Ministry of Finance, obtain final assessment
notices from auditor;
Review with tax specialists within PwC (in progress at month end);
•
Identify potential large corporation tax liability neither considered or disclosed by
Company;
(3)
fR!CEWATERHOUsF(JcoPERs
Date: November 13, 2002
Account No.: 70-71- 25983-01-001
Invoice No.: 04901 - Mis'
GST REGISTRATION # 86747 0486 RC0001
CAS
General
•
Shut down Interim Receiver's contracts pertaining to Burns Lake offices;
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
FEES (Schedule 1)
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
35,535.50
545.10
36,080.60
2,525.64
38,606.24
MJV:RDP:ml
WaFASdata\B\Borns Lake (Proposal & lot Rec)Untedm Receiver\Bi11s104901 1 I-2002 (Bill-8 Oct Ito 31 02)doc
(4)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period October 1, 2002 to October 31, 2002
Staff
Senior Vice President
Michael Vermette
Hours
Total ($)
4.0
1,900.00
40.2
16,884.00
Senior Manager
Sandra Adachi (Tax)
3.0
1,125.00
Manager
Paul Bekenn (Tax)
Bernard Ter Stege (IT)
0.8
9.0
320.00
3,825.00
18.4
0.7
35.0
12.0
12.2
3,220.00
164.50
7,000.00
2,400.00
3,050.00
1.4
147.00
Vice President
Rick Pallen
Senior Associate
Patty Cotton
Debra Craig (Tax)
Jason Granger
Paul Johnstone
Chris Stocco
Technician
Magdalena Lo
Total Time
Less Discount
I
Total Time Charges
40,035.50
4,500.00
35,535.50
J)R!CFWATERHO UsF(2WPE
Statement of Fee
PricewaterhouseCoopers Inc.
601 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6B 5A5
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Burns Lake, BC
VOJ I EO
Date: December 9, 2002
Account No.: 70-71-25983 -01-001
Invoice No.: 10786 - MJV
GST REGISTRATION # 86747 0486 R00001
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period November 1, 2002 to
November 30, 2002, including:
(AvOl E. T his billing does not include those time charges associated with completion of our Statutorv Duties as
Trustee re: the Proposal These charges are billed separatelv.)
Loan portfolio
•
Reconcile advances per ACCPAC to advances per ACCESS, identify advances by
Glenn Anderson not posted and some insurance premium payments not posted;
•
Develop and present counter proposals to principals regarding repayment of related
party loans;
Attend to foreclosure proceedings in respect of Morice and Sailer properties and
related correspondence with counsel and Glenn Anderson;
•
Deal with sales of Interior Timber wood and collection of Interior Timber receivables;
Discussions with counsel regarding security issue on Anderson loans;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
Transit No.
10002:016
CAD Account 064871-001
USD Account 064871-070
Swift Code
HKBCCATT
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
CEWATERHOUSCOPERS
Date: December 9, 2002
Account No.: 70-71-25983 -01-001
Invoice No.: 10786 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Complete accounting, reporting letter, and cheque to Hayley Nielson in respect of her
loan portfolio;
•
Provide AFI with separate ACCESS databases for its loans and those loans still
belonging to 439288 B.C. Ltd.;
Correspondence with Scott Miller, Dan George, Wesley Sam, Brian Elliott of Paxton
Industries, Doug Montaldi and Glenn Anderson regarding Key-Oh Wood Products
Limited;
Discussions with Doug Montaldi and Glenn Anderson and amendments to proposed
Asset Management Agreement and reporting requirements with AFI;
I
Class II Creditors
•
Assess impact and consider options in view of growing Class II creditor claims;
•
Discussions with Fraser Milner Casgrain LLP and Cook Roberts regarding same;
•
Review of records provided by Marmon Financial Services and B.C. Ministry of
Finance;
•
Review of macro issues of tax exigibility and potential exemptions, merits of appeal,
search for supporting cases by PwC tax group;
•
Communications with Bull Housser & Tupper, Ministry of Finance (collections and
audit sections), and Proposer re: findings;
Transition of Assets to, and Assumption of Liabilities by, Area Finance Inc.
•
Determine balances owing to secured creditors at September 30, 2002;
•
Identify assets and values transferred, and advise AFI of adjustments required;
•
Continued efforts to have auto payment (in and out) banking arrangements transitioned
to AFI accounts;
•
Identify and settle adjustments required for post September 30 loan payments,
mortgage payments, and lease payments for October 2002;
(2)
/RICEWATERHOUSECWPER5
Date: December 9, 2002
Account No.: 70-71-25983-01-001
Invoice No.. 10786 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
•
Prepare letter for finalization of transaction summarizing assets transferred, liabilities
assumed, terms and future obligations of Area Finance Inc. to 439288 B .C. Ltd.;
Investors
•
Attend to numerous meetings and calls with investors;
•
Follow up on debentures not issued due to claims not filed and disputed amounts;
•
Deal with Petkau set-off, Gary Gibson set-off, consider Doug McKenzie evidence as
to why set-off not appropriate;
•
Modify list of debentures, mail out debentures as appropriate and advise AFI of
changes;
Cash and banking
•
Maintain independent record of cash transactions in ACCPAC;
•
Demand further funds from CIBC Securities. Seek and deliver copy of FICOM
`unfreeze order' to this end;
•
Attend to the manual payment of suppliers, property utilities, and insurance premiums,
where automated payments could not be structured;
•
Prepare regular cash deposits, sweeps of accounts with other institutions collecting
borrower automatic payments on behalf of the Company;
•
Close accounts which are no longer required;
Prepare periodic Statements of Receipts and Disbursements;
I
Regulators
•
Review Notice of Hearing and Temporary Order;
•
Consider impact on 439288 B.C. Ltd. and investors, discuss same with Veinotte and
Emslie on several occasions;
(3)
/'KICEWATFRHOUSECWPERS 9
Date: December 9, 2002
Account No.: 70-71-25983-01-001
Invoice No.: 10786 - MJN'
GST REGISTRATION # 86747 0486 RC0001
CAS
Prepare letter to Veinotte regarding impact of principals having to resign as directors
of certain companies;
Numerous conferences with counsel on impact of Temporary Order on interests of
investors, relief being sought and timeframe to hearing;
General
Itemize tasks and milestones required for discharge of Receiver Manager, assign
responsibilities among Inspectors, Proposer, principals and PwC;
•
Review of task lists and timetable with all parties;
•
Receive, review and distribute CIBC legal charges;
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
FEES (Schedule 1)
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
31,413.60
300.60
31,714.20
2,219.99
33,934.19
MJVRDP:mI
W \J ASdata'B\Burns Lake (Proposal & let Rec)llmerim Receiver\Bills\1 0786 12-2002 (Hill-9 Nov I to 30 02).dos
(4)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period November 1, 2002 to November 30, 2002
Staff
Senior Vice President
Michael Vermette
Hours
Total ($)
7.0
3,325.00
53.8
22,596.00
Sandra Adachi (Tax)
S D Heal (Tax)
2.1
1.9
787.50
760.00
Manager
Paul Bekenn (Tax)
Bernard Ter Stege (IT)
0.2
1.0
80.00
340.00
14.1
2.0
15.5
2,467.50
400.00
3,875.00
2.6
273.00
Vice President
Rick Pallen
Senior Manager
Senior Associate
Patty Cotton
Jason Granger
Chris Stocco
Technician
Magdalena Lo
I
I
Total Time
34,904.00
Less Discount
3,490.40
Total Time Charges
31,413.60
P ZICEWATERHOUSQ0PE
Statement of Fee
PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
VOJ I EO
Burris Lake, BC
Date: February 6, 2003
Account No.: 70-71-25983-01-001
Invoice No.: 23306 - MJV
GST REGISTRATION # 86747 0486 RC000I
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period December 1, 2002 to
December 31, 2002, including:
(NOTE: This billing does not include those time charges associated with completion of our Statutory Duties as
Trustee re: the Proposal. These charges are billed separately.)
Loan portfolio
Finalize negotiations of Asset Management Agreement, send to lawyers for legal input
and finalize. Distribute to AFI and Inspectors;
Review October and November reports from AFI on loan activity and banking.
Clarify corrections to be made with AFI;
•
Identify and settle adjustments required for November loan payments, mortgage
payments and lease payments;
•
Attend to a variety of issues pertaining to the Morice foreclosure;
Discussions with Glenn Anderson in relation to Endako Auto Wrecking, Bayliss and
other loans;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
10002:016
Transit No,
CAD Account 064871-001
USD Account 064871-070
Swift Code
HKBCCATT
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
f)RJCLWATERHOUSECWPEPS
Date: February 6, 2003
Account No.: 70-71-25983-01-001
Invoice No.: 23306 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Follow up on Interior Timber wood sales and accounts receivable;
Class II Creditors
Assemble analysis and documents and forward to Doug Montaldi for continued work
on appeal and future filings.
Transition of Assets to Area Finance Inc.
Prepare and finalize letter summarizing assets transferred to, and liabilities assumed
by, AFI;
•
Identify and settle adjustments required for loan payments, mortgage payments, and
lease payments in November 2002;
Investors
I
I
•
Attend to calls with investors;
•
Discussions with AFI regarding RRIF investor and Canadian Western Trust requests;
•
Correspondence with AFI and Fraser Milner Casgrain regarding investor list updates;
Cash and banking
•
Maintain independent record of cash transactions in ACCPAC;
•
Follow up with CIBC Securities;
•
Follow up and finalize legal accounts with Fraser Milner and Cook Roberts;
•
Close accounts which are no longer required;
•
Prepare periodic Statements of Receipts and Disbursements;
Regulators
Correspondence with B.C. Securities Commission staff and Carey Veinotte
representing Messrs. Montaldi and Anderson;
(2)
JCEWATERHOUSECWPER5
Date: February 6, 2003
Account No.: 70-71-25983- 01-001
Invoice No.: 23306 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
General
Obtain legal opinion on personal liability of Interim Receiver for unpaid capital tax;
Draft final report of Interim Receiver and appendices;
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
FEES (Schedule 1)
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
14,698.35
129.90
14,828.25
1,037.98
15,866.23
MJV:RDP.mi
W:\FASdata\B\Bums Lake (Proposal & tnt Rec)\Interim Receiver\Bills\23306 02.2003 (Bdl-10 Dec Ito 31 03).doc
(3)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period December 1, 2002 to December 31, 2002
Staff
Senior Vice President
Michael Vermette
I
I
Total ($)
5.1
2,422.50
29.4
12,348.00
Senior Associate
Patty Cotton
7.6
1,330.00
Technician
Magdalena Lo
2.2
231.00
Vice President
Rick Pallen
I
I
Hours
Total Time
16,331.50
Less Discount
(1,633.15)
Total Time Charges
14,698.35
CEWATERHOUSE(60PEF
Statement of Fee
PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
VOJ IEO
Burns Lake, BC
Date: February 6, 2003
Account No.: 70-71-25983-01-001
Invoice No.: 23343 - MJV
GST REGISTRATION # 86747 0486 RC000I
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period January 1, 2003 to January 31, 2003,
including:
(VOTE: This billing does not include those time charges associated with completion of our Statutory Duties as
Trustee re: the Proposal. These charges are billed separately.)
Loan portfolio
I
I
•
Attend to correspondence and documents pertaining to Morice foreclosure;
•
Follow up on Interior Timber wood sales and accounts receivable;
•
Prepare and transmit all files on Interior Timber to Glenn Anderson;
•
Correspondence with Montaldi and Anderson regarding outstanding issues regarding
related party loans;
•
Review accounting supplied by AFI for December transactions in the Company's
portfolio;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
10002:016
Transit No.
CAD Account 064871-001
USD Account 064871-070
HKBCCATT
Swift Code
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
J)R!CLWATERHOUSFCWPERS
Date: February b, 2003
Account No.. 70-71-25983-01-001
Invoice No.: 23343 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Investors
•
Correspondence with Allan Brown of McCarthy Tetrault in respect of Pat Howard and
set-off issues;
•
Correspondence with Amicia O'Sullivan and Mel Martin;
Cash and banking
•
Maintain independent record of cash transactions in ACCPAC;
•
Follow up with CIBC Securities;
•
Prepare periodic Statements of Receipts and Disbursements;
Regulators
•
Correspondence and meetings with B.C. Securities Commission staff and Carey
Veinotte representing Messrs. Montaldi and Anderson;
•
Testify at B.C. Securities Commission hearing on January 14 and 23;
•
Prepare numerous analyses for B.C. Securities Commission staff, primarily with
regard to related party loans;
General
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
(2)
f'RICE4/ATERHOUsECcX3PEPS
Date: February 6, 2003
Account No.: 70-71 -25983-01-001
Invoice No.: 23343 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
FEES
Normal activities
4,432.50
Fees pertaining to B.C. Securities Commission hearing activities
4,877.00
TOTAL FEES
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
9,309.50
105.90
9,415.40
659.08
10,074.48
MIV:RDP:ml
W;1FASdata\B\Butns Lake (Proposal & lot Rec)Umerim Receiver\Bills123343 02-2003 (Bill-I I Jan I to 31 03).doc
(3)
Schedule 1
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period January 1, 2003 to January 31, 2003
Staff
Time
Normal
Total ($)
BCSC
Time
Total ($)
Senior Vice President
Michael Vermette
3.0
1,425.00
4.0
1,900.00
Vice President
Rick Pallen
7.8
3,276. 00
18 .7
7,854.00
Patty Cotton
0.5
87.50
0.0
0.00
Technician
Magdalena Lo
1.3
136.50
0.0
0.00
Senior Associate
Total Time
Less Discount
I
Total Time Charges
4,925.00
9,754.00
492.50
4( 877.00)
4,432.50
4,877.00
JCEWATERHOUSE(2WPE
Statement of Fee
PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806 7000
Facsimile + 1(604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Burns Lake, BC
VOJ I EO
Date: March 7, 2003
Account No.: 70-71 -25983-01-001
Invoice No.: 30204 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period February 1, 2003 to February 28, 2003,
including:
(NOTL: This billing does not include those turn charges associated with cornplction of our Statutory Duties as
Trustee re: the Proposal. These charges are billed separatel,y.1
Loan portfolio
•
Correspondence with Montaldi and Anderson regarding outstanding issues regarding
related party loans;
Review accounting supplied by AFI for January transactions in the Company's
portfolio;
Investors
•
Further correspondence with Allan Brown of McCarthy Tetrault in respect of Pat
Howard and set-off issues;
Correspondence with investors Amicia O'Sullivan, D. Rowand, Janette Hamp;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
Transit No.
10002:016
CAD Account 064871-001
USD Account 064871-070
Swift Code
HKBCCATT
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
'CEWATERHOUS QOPERS I
Date: March 7, 2003
Account No.: 70-71-25983-01-001
Invoice No.: 30204 - MJV
GST REGISTRATION # 86747 0486 RC0001
CAS
Cash and banking
•
Maintain independent record of cash transactions in ACCPAC;
•
Prepare periodic Statements of Receipts and Disbursements;
Regulators
•
Consider decision of B.C. Securities Commission and impact on Proposal;
•
Correspondence with Carey Veinotte representing Messrs. Montaldi and Anderson and
Colin Emslie of Fraser Milner Casgrain regarding views on decision and impact;
•
Correspondence with Carey Veinotte in respect of the B.C.S.C. hearing regarding
sanctions;
Tax Issues
Correspondence from Ministry of Finance - Appeals Division, Ministry of Finance
Collection, Bull Housser & Tupper regarding B.C. Capital Tax. Discuss same with
Doug Montaldi.
•
Complete G.S.T. analysis and forward to Doug Montaldi;
General
•
Work on court report of Interim Receiver;
•
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
FEES
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
4,400.55
42.60
4,443.15
311.02
4,754.17
MJV:RDP:mt
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(2)
PricewaterhouseCoopers Inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period February 1, 2003 to February 28, 2003
Staff
Vice President
Rick Pallen
I
I
Hours
Total {$}
10.1
4,242.00
Senior Associate
Patty Cotton
3.1
542.50
Technician
Magdalena Lo
1.0
105.00
Total Time
4,889.50
Less Discount
(48 8.95)
Total Time Charges
4,400.55
CEWATERHOUSE(QOPERS
Statement of Fee
PricewaterhouseCoopers Inc.
PreewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806
439288 BC Ltd.
c/o Frame Realty
259 Francois Lake Drive
Bums Lake, BC
VOJ IEO
Date: April 4, 2003
Account No.: 70-71 -25983-01-001
Invoice No.: 37770 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
FOR PROFESSIONAL SERVICES RENDERED as Interim Receiver with respect to 439288 BC
Ltd. ("439288" or the "Company") for the period March 1, 2003 to March 31, 2003,
including:
(NOTE: This billing does not include those time charges associated with completion of our Statutorv Duties as
Trustee re: the Proposal. These charges are billed separately)
Loan portfolio
Review accounting supplied by AFI for January transactions in the Company's
portfolio;
Request and review particulars of adjustments made by AFI for non cash
transactions;
a
Investors
•
Correspondence from Mel Martin and his counsel;
Cash and banking
independent record of cash transactions in ACCPAC;
Remit Wire Transfer To:
PricewaterhouseCoopers LLP
c/o HSBC, 70 York Street, Toronto, Ontario, Canada M5J I S9
Transit No.
10002:016
CAD Account 06487 1-00 1
USD Account 064871-070
Swift Code
HKBCCATf
Invoice number must be included.
please return one copy with your payment
Payment is due in 30 days. Interest will be charged on overdue accounts.
CEWATERHOUSGOPERS
Date: April 4, 2003
Account No.: 70-71 -25983-01-001
Invoice No.: 37770 - MJV
GST REGISTRATION # 86747 0486 RC0001
CA$
Prepare periodic Statements of Receipts and Disbursements;
Regulators
Consider sanctions decision of B.C. Securities Commission and potential impact on
Proposal and AFI business plan;
•
Correspondence with Carey Veinotte representing Messrs. Montaldi and Anderson an
Colin Emslie of Fraser Milner Casgrain regarding views on decision and impact;
Consult with M. Paine regarding appropriateness of Interim Receiver discharge given
sanctions and potential ramifications;
•
Forward records returned from B.C. Securities Commission (four boxes originally
seized by FICOM);
General
•
Update draft final report to Court of Interim Receiver;
•
Review and comment upon Doug Montaldi draft of letter to investors;
All other discussions, meetings, telephone calls and other matters not specifically
referred to herein.
FEES
DISBURSEMENTS (Telephone, telecopy, courier, postage, photocopy)
TOTAL FEES AND DISBURSEMENTS
GST
TOTAL DUE
3,710.00
41.40
3,751.40
262.60
4,014.00
MJV:RDP:ml
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(2)
PricewaterhouseCoopers inc.
Interim Receiver of 439288 BC Ltd.
Summary of Time Charges
for the Period March 1, 2003 to March 31, 2003
Staff
Senior Vice President
Michael Vermette
Hours
Total ($)
1.0
475.00
Rick Pallen
6.2
2,604.00
Senior Associate
Patty Cotton
5.0
875.00
Technician
Magdalena Lo
1.6
168.00
Vice President
I
I
Total Time
4,122.00
Less Discount
(412.00)
Total Time Charges
3,710.00
Appendix I
Statements of Fee of Cook Roberts
Oct-04-02
03:48ps
From-Cook Roberts
250 413 3300
1-488
P.005/006
F-212
COOK ROBERT
BABRTSTERS & SOLICITORS
Date:
File No:
Bill No:
October 3, 2002
24738 MBP
210586
Our LIST
#8117202796
SEVENTH FLOOR, 1175 DOUGLAS STREET
VICTORIA,, BC VSW 2E1
PHONE (250) 385-1411
FAX (250) 413-3300
PRICE WATERHOUSE COOPERS INC.
1400.601 WEST HASTINGS STREET
VANCOUVER, BCV6B 5A4
Attention: Rick Pallen
STATEMENT OF ACCOUNT
Re: 439288 BC LTD.
in the Court, passing the
TO PROFESSIONAL SERVICES RENDERED in connection with filing the Report of the Interim
im Receiver's accounts and taxing the Interim Receiver's fees and disbursements and legal fees and bursements to July 31, 2002,
g receiving your instructions; preparing draft Notice of Motion and Affidavit for your review; receiving comments on your
amending the Affidavit; arranging for the filing of the Affidavit in the Supreme Court Registry and setting down the matter
for hearing; reviewing the materials; preparing for the hearing; attending at the hearing before Master Barber, obtaining an Order
approving the Interim Receiver's report, approving the passing of the accounts of the Interim Receiver and taxing the Interim Receiver's
fees and disbursements and legal fees and disbursements to July 31, 2002, and all related telephone calls, correspondence and attendances
TOTAL FEES
DISBURSEMENTS AND OTHER CHARGES
Taxable Disbursements and O/C
HFLLTET
COURIER
FAX
WEST COAST AIR
COPY CHARGE
L.D. TELEPHONE
FAX
COPY CHARGES
Total Disbursements
Total Fees & Disbursements
Tax on Taxable Fees
Goods and Services Tax
Social Services Tax
Tax on Taxable Disbursements
Goods and Services Tax
Total Fees, Disbursements and Taxes
$ 2,400.00
159.00
10.00
4.25
99.00
10.00
5.80
24.00
16.00
328.05
2,728.05
168.00
180.00
Dec-12-02
00:1
From-Cook Roberts
250 413 3300
T-995
P .002/303
F-525
COOK ROBERTS
BARR.TSTERS & SOLICITORS
Date:
File No,
Bill No:
December 11, 2002
24738 MBP
211912
Our GST
#R117202796
SEVENTH FLOOR, 1175 DOUGLAS STREET
VICTORIA, BC V8W 2E1
PHONE (250) 385-1411
FAX (250) 413-3300
PRICE WATERHOUSE COOPERS INC.
1400 - 601 WEST HASTINGS STREET
VANCOUVER, BC V6B 5A4
Attention: Rick Pallen
STA.TENMNT OF ACCOUNT
Re: 439288 BC LTD.
TO PROFESSIONAL SERVICES RENDERED in connection with a variety of matters arising out of the administration of 439288
B.C. Ltd. including conferring withyoti with regardto investigations being undertaking by the Securities Exchange Commission; receiving
copies of materials from the Securities Exchange Commission; reviewing same; conferring with you with regard to their investigations
and the position taken with Montaldi and Anderson; conferring with you with regard to the collection of monies owing to 439288 B.C.
Ltd. by other creditors; receiving a metno from you in regard to the intent to enter into an Agreement to permit Area Finance Inc. to collect
the receivables and sell other assets of 439288 B.C. Ltd. in controlled circumstances; preparing an Agreement for your review; amending
the Agreement; conferring with you with regard to the text of the Agreement, etc., responding to your request for an opinion as to whether
or not your offices as interim Receiver could be held liable for Corporation Capital Tax; reviewing the law; reviewing the form of the
Order under which you were appointed; providing you with our opinion nd all related telephone calls, correspondence and attendances
TOTAL FEES
$ 2,950.00
DISBURSEMENTS AND OTHER CHARGES
Taxable Disbursements and OIC
L.D. TELEPHONE
FAX
COPY CHARGES
COURIER EXPENSE
AIR TRAVEL EXPENSE
Total Disbursements
Total Fees & Disbursements
Tax on Taxable Fees
Goods and Services Tax
Social Services Tax
Tax on Taxable Disbursements
Goods and Services Tax
Total Fees, Disbursements and Taxes
Per. MICHAEL PA
E&OE
13.50
8.75
18.25
8.50
233.00
282.00
3,232.00
206.50
221.25
19.74
3,679.49
Appendix J
Amended Proposal
28
604 68
2002 1
214
16004
FRASER MILNER CASGRAIN
SCHEDUL
NO. 226843 VAO2
VANCOUVER REGISTRY
COURT OF BRITISH COLtAMA
TCY AND INSOLVENCY
TU E, MATTER OF TEE
439288 B.C. Ltd.
in the Vmage-ofBruns
•
in the Province afBritish Columbia
OF
AND IN T MA'T'ER OF Section 47.1 of the
Bank uptey and -Insolvency Ac4 R.S.C. 1985,
c. B-3, as amended
PROPOSAL TO CREDITORS
Proposal of 439288 B.C. Ltd. of Burns Lake,, British Colttrnbia to i
on July 22, 2002 pursuant to the Bankrupicy, and Insohvency
amended.
filed
R.S.C. 1985, c. B-3 as
ARTICLE I .
PURPOSE -AND EFFECT OF PROPOSAL
Li
Gcueral Intent of Proposal
The priv=y in ention of this Proposal is to allow the Company to restructure its
affairs, such that its busiacss.is carried-on in compliance with applicable legislation. whi1e,•to.tthe largest extent possible, Protecting the ca
t investors'. Capital . Under the Proposal, the clattns
of Creditors -will-bc repaid pursuant to Article V beraoL Investors is to Company will see Heir
^""•'*^".",.• --=ogriized by the 'issriance of debesztvres, `'id' c^acchange' for any and all debt
y hold; and interest on -a portion of their investment paid it a
6117-508001
08/28/2002 14:20 FAX
4 683 5214
a 005
FRASER MILNER CAS RAIN
restructured rate. The debentures will be issued both by the Company and by Ttiewco. a new
company which will carry on substantially the same business as the Company. The Board of
Directors of Newco will be comprised of a majority of independent directors.
Persons Affected
The Proposal applies to every Investor and Creditor (whether or not they have
proven a Claim against the Company under the Proposal for the purpose of receiving a payment
under the Proposal) pursuant to the provisions of Article III hereof; other than those Creditors
described in Article 1.3
13
Persons Not Affected
The Proposal does not affect
Company to suppliers of services, utilities, goo
The Claims of Secured Credito=rs will be paid in accordance with the terms of their
security, or on such other terms as may be arranged between the Company and the Secured
The foregoing is only a summary. The actual operative. tbenns of the Proposal are
set out in the Articles below. In the event of any conflict between this summary and the Articles
below, the Articles below shall govern..
2.1
(Definitions
the .Bankruptcy and JnsolvencyAct, RS-C. 1955, c. B-3 as amended.
"Business Day" means the day which is not a Saturday or a Sunday or observed as a holiday
under the laws of the province of British Columbia or the federal laws of Camda applicable
therein.
"Claim" means all actions, causes of action, suits, proceedi=ngs, debts, accounts, bonds,
covenants, contracts,' 4aims,=liabilities,"damages, grievances, executions, j udgments, rights and
demands of any kind whatsoever, both in law and equity, against the Company by reason o
arising out of or by virtue of with respect to,or-in any way convected=with-any act or omission ofthe Company existing as at the Ylling Date, and includes a claim by sn investor.
"Conmpsiny" mews 439288 B.C. Ltd.'
-,
"Company Debentures" means the unsecured debentures that will be issued by the Company to
the Investors. These debentures will be non-interest bearing and have a J(year teem.
6117-508001 440000148
2
0
FRASER MILNER CASGRAIN
002 14:21 FAX 604 683 5214
EJ 007
"Proposal" means this Proposal to Creditors.
an which the Proposal is sanctioned and
"Proposal Confirmation Date
approved by an Order.
`"Proposal Date" means the date on which this Proposal was lodged by the Company and filed
with the Official Receiver.
"Proposal Implementation Date" means the Sa' business day following the date on which all
rights to appeal the final Order of tbe• Court approving the Proposal has expired or where an
appeal or appeals have been taken they have been resolved to the satisfaction of the Company, or
such other date as the Company may determine.
"Proposal Period" means the period from the Proposal Implementation Date to the date that this
Proposal is fully performed.
"Proven Claim" means the amount of the claim of a Creditor or Investor finally
accordance with the provisions of the Act or an Order.
those Investors whose investments in the Company are included in
Savings Plans.
"Secured Creditors" means secured creditors as defined in the Act. but does not include
Investors, RRySF Investors or Creditors. For greater certainty this definition includes non RRSP
Investors who received mortgage security from the Company.
"Trustee" means PricewaterhousseCoopers Inc., the trustee under the Proposal so designated
the Initial Filing.
2.2
Article References
a reference to an article, section, clause or paragraph shall, unl
section„ clause, paragraph or sub-paragraph of this Proposal.
2.3
Interpretation Not Affected by Readings
to articles, sections, "clauses, paragraphs and subof reference only and shall not
2.4
not a Business
a Business Day.
611?-508001 -000001-08
cut that any date on which any action is required to be taketl hereunder is
shall be required to be taken an the next succeeding day which is
4
FRASER MILNER CASGRAIN
1 08/28/2002 14:21 FAX 604 683 5214
X008
ARTICLE III
CLASSIFICATION OF CREDITORS
3.1
Classification of Creditors
The classification of individuals who will consider and vote on the Proposal and
receive distributions hereunder is based upon the commonality of interest of those individuals;
those who have essentially similar rights against the Company and who will receive essentially
irnilar treatment under the Proposal have been grouped together in the following classes for the
purposes of considering and voting upon the Proposal:
Class 1 - investors
Class 2 - Creditors
ARTICLE IV
AMOUNTS OWING TO GOVERNMENTAL
AUTTIORI'TIES, TRUSTEE AND EMPLOYEES
4.1
The Company shall make payment in full to Her Majesty the Queen in Right of
Canada or Province all amounts of a kind which could be subject to a demand under subsection
224(1.2) of the Income Tax Act or under any substantially similar provision of provincial
legislation and that were outstanding at the time of the Proposal Date, within six months afkar
Court approval of the Proposal.
4.2
The Company shall pay immediately after the Proposal Confirmation Date, or
sooner at its option, all amounts required to be paid by section 60(13) of the Act.
4.3'
The Company shall pay the claims of preferred creditors (as defined by the Act), if
any, in priority to all claims of Creditors and Investors as directed by the Act.
4.4
The Company shall pay all proper fees of the Trustee based on the time expended
and charged at its normal billing rates as set out from time to time by the Trustee, and the
expenses and legal costs of the Trustee incidental to the proceedings arising out of this Proposal
(including the preparatign of this Proposal}, shall be paid in full as directed by the Act in priority
to post-filing goods and services and all claims of Creditors, and the Trustee may from time-t,otune draw fees against time charges incurred subjccr to taxation of such fees' by the Court
•4
4.5
The Company shell Pay all proper legal fees and expenses of the Company
incidental to the proceedings and arising out of this Proposal in full in priority to post-filing
goods and services and all other Creditors.
6117.508001 d1oQop1.08 .
5
08/28/2002 14:22 FAX. 604 683
5.8
14
FRASER MILNER CASGRAIN
Q011
Further Assurances
All of the Investors and Creditors shall be deemed to agree and consent to all of
the provisions of this Proposal, and the Investors, Creditors and the Company shall do all suca
other acts and execute all such other documents as may be necessary to give effect thereto, and
each Investor and Creditor does hereby constitute the Trustee as their lawful attorney with full
authority to do all such acts and execute all such documentation on its behalf.
6.1
Prior to the Creditors' and Investors' Melting, the Trustee reserves the right, if
necessary, to seek an order establishing a procedure for valuing the Claims of Creditors and
Investors and for resolving any dispute between the Trustee and any Cr editor or Investor as to the
value of any Claim of any Cditor.
6.2
The Trustee also reserves the right to -seek the assistance of the Court in valuing
the Claim by any Creditor or Investor if required to ascertain the result of any vote on the
Proposal or the amount payable to such Creditor or Investor under the Proposal.
63
Compromise Effective for all Purposes
The cornprtsnise, release, waiver, relinquishment or other s:afisfaction of any
indebtedness, liability or obligation of the Company under the Proposal, if sanctioned and
approved by the court, shall in the case of any Creditor or Investor be binding upon such parties
for all purposes,
6.4
Removal of Claims
In addition to the compromise and the effect thereof each Creditor and each
Investor shall take any and all steps as are necessary to remove, vacate, revoke, r;tract, discharge
or otherwise nullify to the
ction of the Trustee any liens, Certificates of Pending Litigsmon,
notices or cautions of any nature which as at the date of this Proposal we registered or have given
to any person with respect to the Company or any asset of the Corapy.
6.5
Modlfiton of Proposal
Proposal
votes upon the Proposal by the Creditors and Inv
convened by the Company for that purpose, in
Proposals shall for the purposes be and be deem
Proposal.
6117.508001- 000001.08
08/28/2002 14:23 FAX 604 683 5214
6.6
FRASER MILNER CASGRAIN
Qa12
Meeting of Creditors and Investors
Within twenty-one (21) after the Proposal Date, the Trustee shall hold the
Creditors' and Investors' Meeting to consider and vote upon the Proposal pursuant to the Ac
6.7
Completion ofTrustee's Duties
Subject only to extensions of the Trustee's responsibilities in relation to this
Proposal as may occur, the responsibilities of the Trustee under this Proposal shall terminate no
later than the last day of the Proposal Period.
6.8
All monies payable to Creditors nude r this Proposal shall be paid by the Trustee
and shall be distributed by it to the Storrs` as provided for here in. All interest distributed to
the Investors pursuant to the Ncwco Debentures shall be paid by Newoo in the normal course.
6.9
From and after the Proposal Implementation Date, any c
covenants, warranties, r presentations, terms, conditions or obligations, a xpressed or implied, of
any contract, mortgage, security ag anent, indenture, trust indenture, loan agreement,
commitment letter, agreement for sale, by-laws of the Company, le a or other agreement,
whether written or oral, and any and all amendments or supplements thereto existing between
any third party and the Company as at the Proposal Implementation Date will be deemed to be
governed by the terms, conditions and provisions of the Proposal, which shall take precedence
and pric,rity
o be delivered hereunder will be in writing, will
iven by personal delivery or by facsimile addressed
y, the Trustee or the Interim Receiver:
Pri
Inc.
Suite 1400;,601 West Hastings Street
.Vancouver, B.C. V6B 5A5
D.
6117-509001.000001.08
08 28/2002 14:23 FAX 604 883 5214
ERAS
MILNER CAS
IN
Q013
To the last known address or facsimile number for such Creditor or Investor
specified in the Proofs of Claim filed by such Creditor or Investor.
Or such other address as any party may from time-to-time, notify the others
accordance with this section.
All such notices and communications which are delivered will have deemed to
6.11
have been received on the daft of delivery. All such notices and communications which are
faxed will, be deemed to be received on the date faxed if sent before 5:00 pm, Vancouver time, otr
a Business Day and otherwise will deemed to be received on the Business Day next following the
day upon which such fax was sent Any notice or other conununications sent by mail will be
deemed to have been received on the fifth Business Day after date of mailing. The unintentional
.
ure by the Company or the Trustee to give a notice contemplated hereunder to any particular
person will not invalidate the Proposal or any action taken by any p erson pursuant to the
Proposal.
esparty, hereby makes this Proposal to its Creditors and Investors as
DATED at Turns Lake, British Columbia, this 22nd day of July, 2002.
439288 B.C. Ltd.
Per. Authorized Signatory
6117408001.000001..08
10
NO, 226843 VA02
VANCOUVER REGISTRY
IN THE SUPREME COURT OF BRITISH
COLUMBIA
IN BANKRUPTCY AND INSOLVENCY
IN THE MATTER OF THE PROPOSAL OF
439288 B.C. Ltd.
in the Town of Vanderhoof,
in the Province of British Columbia
AND IN THE MATTER OF Section 47.1 of the
Banknrptcy and Insolvency Act, R.S.C. 1985,
c. B-3, as amended
ORDER
FRASER MILNER CASGRAIN LLP
BARRISTERS & SOLICITORS
15th Floor, The Grosvenor Building
1040 West Georgia Street
Vancouver, British Columbia
V6E 4H8
MIAB