IN THE MATTER OF THE RECEIVERSHIP ‘F JUDICIAL CENTRE ...€¦ · distribution to Espresso,...

Form 27[Rules 6.3 and

10.52(1)]

COURT FILE NUMBER 1801-1 6722 CLERKF11JRTFILED

COURT COURT OF QUEEN’S BENCH OF ALBERTAUG 122019

JUDICIAL CENTRE CALGARY

IN THE MATTER OF THE RECEIVERSHIP ‘FR.I.I. NORTH AMERICA INC.

APPLICANT HARDIE & KELLY INC., in its capacity as Court-appointed receiver and manager of the currentand future assets, undertakings and properties ofR.I.I. NORTH AMERICA INC.

DOCUMENT APPLICATION

Sale Approval and Vesting Order, SealingOrder, Assignment and Distribution Orderand Order Discharging Receiver

ADDRESS FOR Norton Rose Fuibright Canada LLPSERVICE AND 400 3rd Avenue SW, Suite 3700CONTACT Calgary, Alberta T2P 4H2 CANADAINFORMATION OFPARTY FILING THIS Howard A. Gorman, Q.C. / Meghan L. ParkerDOCU MENT howard.gormannortonrosefulbright.com

meghan.parkernortonrosefulbright.comTel: +1 403.267.8211Fax: +1 403.264.5973

Lawyers for the Applicant, Hardie & Kelly Inc., solely in its capacity asCourt-appointed receiver and manager of the current and futureassets, undertakings and properties of R.I.I. North America Inc.File no.: 1001055736

NOTICE TO RESPONDENT

This application is made against you. You are a respondent. You have the right to state yourside of this matter before the judge.

To do so, you must be in Court when the application is heard as shown below:

Date: August 22, 2019

Time: 11:00a.m.

Where: Calgary Courts Centre

Before Whom: Before the Honourable Justice M. Hollins, on the Commercial List

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Go to the end of this document to see what else you can do and when you must do it.

Remedy claimed or sought:

Hardie & Kelly Inc., the Court-appointed Receiver (Hardie & Kelly, or the Receiver)

of R.l.l. North America Inc. (Rh, or the Company) seeks the following relief:

(a) An order, substantially in the form attached hereto as Schedule “A”, which

among other things:

(i) declares service of this application to be good and sufficient on all

parties entitled to service thereof, and abridging the time for service in

all such cases to the time given;

(ii) ratifies and approves the Receiver’s Second Report, filed concurrently

with this application (the Second Report) and the confidential

supplement to the Second Report (the Confidential Report), and the

actions taken by the Receiver to date, as described therein;

(iii) approves the Receiver’s sale of certain assets to Lumie Technologies

Inc. pursuant to the terms of a Purchase and Sale Agreement between

the Receiver and Lumie Technologies Inc. (Lumie, Lumie

Transaction and Lumie PSA), vesting RIl’s right, title and interest in

those assets, and authorizing a final distribution of the net sale

proceeds. A blackline of Schedule “A” against the Alberta Template

Approval and Vesting Order is attached hereto as Schedule “B”;

(b) An order, substantially in the form attached hereto as Schedule “C”,

authorizing the assignment of the Alberta Refunds (defined below) and

distribution to Espresso Capital Ltd. (Espresso) from the proceeds of the sale

of Rll’s assets to Lumie;

(c) An order, substantially in the form attached hereto as Schedule “0”, sealing

the Confidential Report;

(d) An order, substantially in the form attached hereto as Schedule “E”, which

among other things:

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(i) approves the Receiver’s fees and disbursements and interim and final

accounts without the necessity of a formal passing thereof;

(ii) approves the fees and disbursements and interim and final accounts of

the Receiver’s legal counsel, Norton Rose Fulbright Canada LLP,

without the necessity of a formal assessment thereof;

(iii) approves the discharge of the Receiver as Receiver of the Company

following, among other things, the closing of the Lumie PSA,

(iv) declares that the Receiver has satisfied its obligations under and

pursuant to the terms of the Orders granted in the within proceedings

up to and including the date of the within application, and directing that

the Receiver not be held liable for any act or omission on its part

including, without limitation, any act or omission pertaining to the

discharge of its duties in the within proceedings, save and except for

any liability arising out of any fraud, gross negligence or willful

misconduct on the part of the Receiver, or with leave of the Court, and

declaring that any claims against the Receiver in connection with the

performance of its duties be stayed, extinguished, and forever barred;

and

(v) prohibits the commencement of any action or other proceedings

against the Receiver in any way arising from or related to its capacity

or conduct as Receiver, except with prior leave of this Court on Notice

to the Receiver, and upon such terms as this Court may direct.

Grounds for making this application:

The Receivership Proceedings

2. Effective November 29, 2018 (the Receivership Date), the Court of Queen’s Bench

of Alberta granted an order (the Receivership Order) appointing Hardie & Kelly as Receiver,

without security, of all of RIl’s current and future assets, undertakings and properties of every

nature and kind whatsoever, and wherever situate, including all proceeds thereof, accounts

receivable and intellectual property and patents related to enhanced oil recovery technology

known as Solvent Thermal Resources Innovations Process (referred to in the Second Report

as “STRIP” and “STRIP IP”), but excepting (I) the petroleum and natural gas properties

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located in the Province of Saskatchewan (the PNG Property), (ii) any production revenues

derived from the PNG Property, and (iii) any office furniture and computer equipment used at

the Company’s offices in Alberta and Saskatchewan (the Property).

3. Prior to the Receivership Date, Ru had filed a Notice of Intention to File a Proposal

under the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended (the BIA). MNP

Ltd. (MNP) consented to act as trustee pursuant to the NOl. Ru failed to file a proposal or

seek an extension of time for filing a proposal. Accordingly, on November 18, 2019, the NOl

proceedings were terminated by the Court and Ru was deemed bankrupt, with MNP acting

as trustee of the estate. Espresso then sought and obtained the Receivership Order. As a

result of the specific properties exempted from the Receivership, the PNG Property remained

in the bankrupt estate administered by MNP and was subsequently disclaimed pursuant to a

Court Order.

4. This application is made by Hardie & Kelly solely in its capacity as Receiver.

5. Since the Receivership Date, the Receiver’s actions have included:

(a) taking possession and control of the Property;

(b) assuming control of certain books and records of the Company;

(c) preparing and issuing the Notice of Receiver and Manager and Receiver and

Manager’s Statement to the Trustee;

(d) notifying Canada Revenue Agency (the CRA) and Alberta Tax and Revenue

Administration (Alberta Tax) of the receivership; having the federal Scientific

Research and Experimental Development (SRED) refunds for taxation years

2016 and 2017 paid to the Receiver and obtaining an accounting and

reconciliation of same; and, with respect to provincial SRED refunds,

corresponding with the Company’s former management (Management) and

Alberta Tax regarding anticipated refunds for taxation years 2016 and 2017

(the Alberta Refunds);

(e) engaging independent counsel to conduct of a legal review of the available

intellectual property records and Espresso’s security documentation;

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(f) assessing the claim advanced by the Saskatchewan Ministry of Energy and

Resources;

(g) obtaining Court approval of certain interim and final distributions (the

Distribution Order) and a sale process (the Sale Process Order, described

further below);

(h) making final distributions to the Saskatchewan Ministry of Energy and

Resources and Employment and Social Development Canada, and an interim

distribution to Espresso, pursuant to the terms of the Distribution Order; and

(i) marketing the Property, following up on expressions of interest in the Property,

and negotiating the purchase and sale of the Property.

6. On May 16, 2019, a sale process was approved by this Court (the Sale Process)

pursuant to the Sale Process Order. The Sale Process commenced immediately.

7. The Receiver and Lumie finalized the Lumie PSA on August 22, 2019, and the Lumie

PSA is anticipated to be executed shortly thereafter.

8. The Receiver has not received the anticipated Alberta Refunds from Alberta Tax.

The Lumie Transaction

9. The Receiver believes that approval of the Lumie PSA is in the best interests of all

stakeholders for the following reasons:

(a) The Receiver was authorized to market and sell the Property pursuant to

section 3(k) of the Receivership Order and the Sale Process Order.

(b) The Lumie PSA arose from the Sale Process conducted by the Receiver.

(c) The Receiver acted in good faith and with due diligence.

(d) The marketing process for the Property included both broad and targeted

marketing efforts. In particular, the Receiver caused a notice of the Sale

Process to be published in the Daily Oil Bulletin and the BOE Report, issued

press releases in Canada and the United States advising of the Sale Process,

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posted a notice of the Sale Process on the Receiver’s website and established

a virtual data room containing documentation relating to the Property. The

Receiver also sent targeted information to the parties identified by

Management as potentially interested purchasers.

(e) The Lumie PSA was negotiated in good faith and is commercially reasonable

in the circumstances.

(f) The Company’s fulcrum creditor, Espresso, is supportive of the Lumie

Transaction. Apart from the priority claims advanced by the Saskatchewan

Ministry of Energy and Resources and Employment and Social Development

Canada, which have been addressed, the Receiver has not identified any

other claims that rank in priority to Espresso.

Sealing Confidential Report

10. It is the view of the Receiver that the Lumie PSA, and the Receiver’s analysis of the

Lumie PSA, which includes a summary of the negotiations and offers with respect to the

Property, all as set out in the Confidential Report, are commercially sensitive and could

negatively impact the Sale Process if made public, particularly if the Lumie PSA does not

close. The Receiver therefore requests that the Confidential Report remain confidential until

three months after the discharge of the Receiver, assuming the contemplated sale to Lumie

is approved by this Court and closes.

Assignment and Distribution Order

11. Espresso is the Company’s first-secured creditor. The proposed assignment of the

Alberta Refunds and distribution to Espresso is just, appropriate and in the best interests of

the administration of the receivership estate.

Discharge of Receiver Upon Close of the Lumie PSA

12. The Receiver’s Statement of Receipts and Disbursements (the R&D) and

professional accounts are described in the Second Report and appendices attached thereto,

and include the following:

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(a) the Receiver’s accounts through to June 30, 2019, as summarized in

Appendix “A” to the Second Report, copies of which can be made available to

the Court upon request;

(b) the Receiver’s counsel’s accounts through to June 30, 2019, as summarized

in Appendix “B” to the Second Report, copies of which can be made available

to the Court upon request; and

(c) the anticipated final accounts of each of the Receiver and its counsel, which

assume the Lumie Transaction is approved and the Receiver and its counsel

will not be required to undertake significant further action.

(together, the Professional Accounts)

13. In the Receiver’s view, the Professional Accounts are reasonable in the

circumstances. With regard to the Receiver’s accounts and anticipated final accounts, they

are consistent with the Receiver’s standard rates for similar engagements, and were

reasonably necessary given the duties, obligations, and powers of the Receiver as set out in

the Receivership Order, which included, but are not limited to, administering the Sale

Process, attending to matters associated with the Property, and liaising with MNP in respect

of various administrative matters. Further, the legal services rendered and set out in the

legal accounts and estimated final accounts include the significant effort required in

reviewing the records and documentation associated with the Property and Espresso’s

security, advising the Receiver throughout the Sale Process, drafting all necessary court and

transactional documentation, and addressing the priority claims asserted by the

Saskatchewan Ministry of Energy and Resources and Employment and Social Development

Canada.

14. The Receiver thus requests that this Court approve its R&D and Professional

Accounts, and approve the discharge of the Receiver following the closing of the Lumie PSA

and the Receiver filing a Receiver’s Certificate, subject to the provisions and stipulations in

the draft order attached hereto as Schedule “E”.

15. Such further and other grounds as counsel may advise and this Honourable Court

may permit.

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Material or evidence to be relied on:

16. The Receiver relies on the following materials in support of this application:

(a) the Receivership Order;

(b) the Second Report of the Receiver;

(c) the Confidential Report of the Receiver; and

(d) such further and other materials as counsel may advise and this Honourable

Court may permit.

Applicable rules:

17. Rules 6.3(1), 6.9(1), and 6.28-6.36 of the Alberta Rules of Court.

18. Such further and other Rules as counsel may advise and this Honourable Court may

permit.

Applicable Acts and regulations:

19. The BIA.

20. Such further and other Acts and regulations as counsel may advise and this

Honourable may permit.

Any irregularity complained of or objection relied on:

21. There are no irregularities complained of or objections relied on.

How the application is proposed to be heard or considered:

22. In person before the Honourable Madam Justice M. Hollins, at 11:00 A.M. on August

22, 2019, or as soon thereafter as counsel may be heard.

AFFIDAVIT EVIDENCE IS REQUIRED IF YOU WISH TO OBJECT.

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WARNING

If you do not come to Court either in person or by your lawyer, the Court may give theapplicant(s) what they want in your absence. You will be bound by any order that theCourt makes. If you want to take part in this application, you or your lawyer mustattend in Court on the date and time shown at the beginning of the form. If you intendto give evidence in response to the application, you must reply by filing an affidavit orother evidence with the Court and serving a copy of that affidavit or other evidence onthe applicant(s) a reasonable time before the application is to be heard or considered.

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SCHEDULEA

COURT FILE NUMBER 1801-1 6722 Clerk’s stamp

COURT COURT OF QUEEN’S BENCH OF ALBERTA


IN THE MATTER OF THE RECEIVERSHIP OFR.I.I. NORTH AMERICA INC.

APPLICANT HARDIE & KELLY INC., in its capacity as Court-appointed receiver and manager of the currentand future assets, undertakings and propertiesof R.I.I. NORTH AMERICA INC.

DOCUMENT SALE APPROVAL AND VESTING ORDER

ADDRESS FOR SERVICE Norton Rose Fulbright Canada LLPAND 400 3rd Avenue SW, Suite 3700CONTACT INFORMATION Calgary, Alberta T2P 4H2 CANADAOFPARTY FILING THIS Howard A. Gorman, Q.C. / Meghan L. ParkerDOCU MENT howard.gormannortonrosefulbright.com

meghan.parker©nortonrosefulbright.comTel: +1 403.267.8211Fax: +1 403.264.5973

Lawyers for the Applicant, Hardie & Kelly Inc., solely in its capacityas Court-appointed receiver and manager of the current and futureassets, undertakings and properties of R.I.I. North America Inc.File no.: 1001055736

DATE ON WHICH ORDER WAS PRONOUNCED: August 22, 2019NAME OF JUDGE WHO MADE THIS ORDER: the Honourable Madam Justice M. HollinsLOCATION OF HEARING: Calgary, Alberta

UPON THE APPLICATION by Hardie & Kelly Inc. in its capacity as the Court-appointedreceiver and manager (the Receiver) of the undertakings, property and assets of R.I.I. NorthAmerica Inc. (the Debtor) for an order approving the sale transaction (the Transaction)contemplated by an agreement of purchase and sale (the Sale Agreement) between theReceiver and Lumie Technologies Inc. (the Purchaser) dated August 12, 2019 andappended to the Confidential Report of the Receiver dated August 12, 2019 (the Report),and vesting in the Purchaser (or its nominee) the Debtor’s right, title and interest in and to theassets described in the Sale Agreement (the Purchased Assets);

AND UPON HAVING READ the Receivership Order dated November 29, 2018 (theReceivership Order), the Report and the Affidavit of Service; AND UPON HEARING thesubmissions of counsel for the Receiver, the Purchase, no one appearing for any otherperson on the service list, although properly served as appears from the Affidavit of Service,filed;

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IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE

1. Service of notice of this application and supporting materials is hereby declared to be

good and sufficient, and no other person is required to have been served with notice of this

application, and time for service of this application is abridged to that actually given.

APPROVAL OF TRANSACTION

2. The Transaction is hereby approved, is declared to be commercially reasonable and

in the best interests of the Debtor estate, and the execution of the Sale Agreement by the

Receiver is hereby authorized and approved, with such minor amendments as the Receiver

may deem necessary. The Receiver is hereby authorized and directed to take such

additional steps and execute such additional documents as may be necessary or desirable

for the completion of the Transaction or for the conveyance of the Purchased Assets to the

Purchaser (or its nominee).

VESTING OF PROPERTY

3. Upon the delivery of a Receiver’s certificate to the Purchaser (or its nominee)

substantially in the form set out in Schedule “A” hereto (the Receiver’s Certificate), all of

the Debtor’s right, title and interest in and to the Purchased Assets described in the Sale

Agreement shall vest absolutely in the name of the Purchaser (or its nominee), free and clear

of and from any and all security interests (whether contractual, statutory, or otherwise),

hypothecs, caveats, mortgages, trusts or deemed trusts (whether contractual, statutory, or

otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether

or not they have attached or been perfected, registered or filed and whether secured,

unsecured or otherwise (collectively, the Claims) including, without limiting the generality of

the foregoing:

(a) any encumbrances or charges created by the Receivership Order, all charges,

security interests or claims evidenced by registrations pursuant to the

Personal Property Security Act (Alberta) or any other personal property

registry system (all of which are collectively referred to as the

Encumbrances); and

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for greater certainty, this Court orders that all of the Encumbrances affecting or

relating to the Purchased Assets are hereby expunged and discharged as against the

Purchased Assets.

4. Upon the delivery of the Receiver’s Certificate, and upon the filing of a certified copy

of this Order, together with any applicable registration fees, the applicable Patents Office

shall amend the applicable Patents Register to record the change in ownership of any patent

registration or patent application that is listed as being owned by the Debtor in such Patents

Register, so that any such patent application or registration instead lists the Purchaser (or its

nominee) as the owner of such patent application or registration. The applicable Patent

Office shall further discharge from the applicable Patent Register any recorded third party

interests or agreements that may encumber such patent applications or registrations and

issue in the name of the Purchaser (or its nominee) a certificate or record of ownership, as

applicable, as may be required to convey free and clear title to the Purchased Assets to the


5. For the purposes of determining the nature and priority of Claims and Encumbrances,

the net proceeds from the sale of the Purchased Assets (to be held in an interest bearing

trust account by the Receiver) shall stand in the place and stead of the Purchased Assets,

and from and after the delivery of the Receiver’s Certificate all Claims and Encumbrances

shall attach to the net proceeds from the sale of the Purchased Assets with the same priority

as they had with respect to the Purchased Assets immediately prior to the sale, as if the

Purchased Assets had not been sold and remained in the possession or control of the

person having that possession or control immediately prior to the sale.

6. The Purchaser (and its nominee, if any) shall, by virtue of the completion of the

Transaction, have no liability of any kind whatsoever in respect of any Claims against the

Debtor.

7. The Debtor and all persons who claim by, through or under the Debtor in respect of

the Purchased Assets, shall stand absolutely barred and foreclosed from all estate, right,

title, interest, royalty, rental and equity of redemption of the Purchased Assets and, to the

extent that any such persons remains in possession or control of any of the Purchased

Assets, they shall forthwith deliver possession thereof to the Purchaser (or its nominee).

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8. The Purchaser (or its nominee) shall be entitled to hold, use, and enjoy the

Purchased Assets for its own use and benefit without any interference of or by the Debtor, or

any person claiming by or through or against the Debtor.

9. The Receiver is to file with the Court a copy of the Receiver’s Certificate, forthwith

after delivery thereof to the Purchaser (or its nominee).

10. Notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to

the Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor,

the vesting of the Purchased Assets in the Purchaser (or its nominee) pursuant to this

Order shall be binding on any trustee in bankruptcy that may be or has been

appointed in respect of the Debtor and shall not be void or voidable by creditors of the

Debtor, nor shall it constitute nor be deemed to be a settlement, fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue, or other

reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any

other applicable federal or provincial legislation, nor shall it constitute oppressive or

unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

11. The Receiver, the Purchaser (or its nominee) and any other interested party, shall be

at liberty to apply for further advice, assistance, and directions as may be necessary in order

to give full force and effect to the terms of this Order and to assist and aid the parties in

closing the Transaction.

MISCELLANEOUS MATTERS

12. This Court hereby requests the aid and recognition of any court, tribunal, regulatory

or administrative body having jurisdiction in Canada, Mexico, or in the United States of

America to give effect to this Order and to assist the Receiver and its agents in carrying out

the terms of this Order. All courts, tribunals regulatory and administrative bodies are hereby

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respectfully requested to make such orders as to provide such assistance to the Receiver, as

an officer of this Court, as may be necessary or desirable to give effect to this Order or to

assist the Receiver and its agents in carrying out the terms of this Order.

13. This Order must be served only upon those interested parties attending or

represented at the within application and service may be effected by facsimile, electronic

mail, personal delivery or courier. Service is deemed to be effected the next business day

following the transmission or delivery of such documents.

14. Service of this Order on any party not attending this application is hereby dispensed

with.

Justice of the Court of Queen’s Bench of Alberta

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Schedule “A”

Form of Receiver’s Certificate

COURT FILE NUMBER 1801-1 6722 Clerk’s Stamp

COURT COURT OF QUEEN’S BENCH OF ALBERTAIN BANKRUPTCY AND INSOLVENCY


PLAINTIFF ESPRESSO CAPITAL LTD.DEFENDANT R.I.I. NORTH AMERICA INC.

DOCUMENT RECEIVER’S CERTIFICATE

ADDRESS FOR SERVICE Norton Rose Fulbright Canada LLPAND CONTACT Howard A. Gorman Q.C. I Meghan L. ParkerINFORMATION OF PARTY 3700, 400 3rd Avenue SW.

FILING THIS DOCUMENT Calgary, Alberta, T2P 4H2

Telephone: 403-267-8194 I 403-267-8122Facsimile:E-mail: howard.qorman(änortonrosefulbriqht.com Imeqhan.parker(nortonrosefulbright.comFile No.: 1001055736

RECITALS

A. Pursuant to an Order of the Honourable Justice B. E. C. Romaine of the Court of

Queen’s Bench of Alberta, Judicial District of Calgary (the Court) dated November

29, 2018, Hardie & Kelly Inc. was appointed as the receiver and manager (the

Receiver) of certain undertakings, property, and assets of R.l.I. North America Inc.

(the Debtor).

B. Pursuant to an Order of the Court dated [Date], the Court approved the agreement of

purchase and sale and certain patent assignments made as of [Date of Agreement]

(the Sale Agreement) between the Receiver and [Name of Purchaser] (the

Purchaser) and provided for the vesting in the Purchaser of the Debtor’s right, title

and interest in and to the Purchased Assets, which vesting is to be effective with

respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser

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of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for

the Purchased Assets; (ii) that the conditions to Closing as set out in section • of the

Sale Agreement have been satisfied or waived by the Receiver and the Purchaser;

and (iii) the Transaction has been completed to the satisfaction of the Receiver.

C. Unless otherwise indicated herein, terms with initial capitals have the meanings set

out in the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser (or its nominee) has paid and the Receiver has received the

Purchase Price for the Purchased Assets payable on the Closing Date pursuant

to the Sale Agreement;

2. The conditions to Closing as set out in section • of the Sale Agreement have

been satisfied or waived by the Receiver and the Purchaser (or its nominee); and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at [Time] on [Date].

HARDIE & KELLY INC., in its capacity as receiverof certain of the undertakings, property and assetsof RI]. NORTH AMERICA INC., and not in itspersonal capacity

Per:

Name:

Title:

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SCHEDULEB

COURT FILE NUMBER 1801-16722

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COURT COURT OF QUEENS BENCH OFALB E RTA


UPLAI NTI FE

DEFENDANT IN THE MATTER OF THE RECEIVERSHIPOF R.I.I. NORTH AMERICA INC.

APPLICANT HARDIE & KELLY INC.. in its capacity asCourt-appointed receiver and manager of thecurrent and future assets. undertakings andproperties of R.I.I. NORTH AMERICA INC.

DOCUMENT SALE APPROVAL AND VESTING ORDER

(Sale by Receiver)

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

DATEON WHICH ORDER WAS PRONOUNCED:

_____________________

LOCATION WHERE ORDER WAS PRONOUNCED:

____________________

NAME OF JUSTICE WHO MADE THIS ORDER:

______________________

ADDRESS FOR SERVICE Norton Rose Fuibright Canada LLPAND 400 3rd Avenue SW. Suite 3700CONTACT INFORMATION Caloarv. Alberta T2P 41-12 CANADAOFPARTY FILING THIS Howard A. Gorman. Q.C. I Meahan L. ParkerDOCU M ENT howard.aormancThnortonrosefulbriaht.com

CAN_DMS: \1 28960054\2

meahan. oarkernortonrosefuIbripht.comTel: +1 403.267.8211Fax: +1 403.264.5973

Lawyers for the ADDlicant. Hardie & Kelly Inc.. solely in its caDacitvas Court-anDointed receiver and manager of the current and futureassets, undertakings and DrôDerties of R.I.I. North America Inc.File no.: 1001055736

DATE ON WHICH ORDER WAS PRONOUNCED: Auaust 22. 2019

NAME OF JUDGE WHO MADE THIS ORDER: the Honourable Madam Justice M. Hollins

LOCATION OF HEARING: Calgary. Alberta

UPON THE APPLICATION by [Receiver’s Name]Hardie & Kelly Inc. in its capacity as theCourt-appointed f#eGe-ive4receiver and manager} (the ReceiverZ) of the undertakings,property and assets ofeb.or}R.l.l. North America Inc. (the Debtor) for an order approvingthe sale transaction (the Transaction) contemplated by an agreement of purchase and sale(the SaIe Agreement) between the Receiver and [Name ofLumie Technologies Inc. (thePurchaser] (the Purchaser) datedtoatejAuaust•. 2019 and appended tothe—ConfidentialReport of the Receiver dated DateJAugust •. 2019 (the Report), and vesting in thePurchaser (or its nominee) the Debtor’s right, title and interest in and to the assets describedin the Sale Agreement (the Purchased Assets);

AND UPON HAVING READ the Receivership Order dated tDa4ejNovember 29, 2018 (theReceivership Order), the Report and the Affidavit of Service; AND UPON HEARING thesubmissions of counsel for the Receiver, the Purchaser [Names of other partiesappearing]Purchase, no one appearing for any other person on the service list, althoughproperly served as appears from the Affidavit of Service, filed;

IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE


good and sufficient, anino other person is required to have been served with notice of this

application and time for service of this application is abridged to that actually given.

APPROVAL OF TRANSACTION

2. The Transaction is hereby approved3-a4. is declared to be commercially reasonable

and in the best interests of the Debtor estate. and the execution of the Sale Agreement by the

Receiver is hereby authorized and approved, with such minor amendments as the Receiver

may deem necessary. The Receiver is hereby authorized and directed to take such additional

steps and execute such additional documents as may be necessary or desirable for tb

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completion of the Transaction an4or for the conveyance of the Purchased Assets to the


VESTING OF PROPERTY

3. [Subject only to approval by the Alberta Energy Regulator (Energy Regulator’) of transfer of

any applicable licenses, permits and approvals pursuant to section 2 of the Oil and Gas Conse,’vation

Act (Alberta) and section 18 of the Pipeline Act (Alberta)j4 uponUpon the delivery of a Receiver’s

certificate to the Purchaser (or its nominee) substantially in the form set out in Schedule “A”

hereto (the Receiver’s Closing Certificater), all of the Debtor’s right, title and interest in and to

the Purchased Assets [listed in Schedule “B”-hr&to1described in the Sale Agreement shall

vest absolutely in the name of the Purchaser (or its nominee), free and clear of and from any

and all eaveat&—security interestswi tI1r_cozItiict(±a/. statutory, or otherwise), hypothecs,

pl-e4gescaveats, mortgages,—hes trusts or deemed trusts, reservations of ownership, royalties,

options, rights of pre emption, privileges, interests, assignments, actions, judgements, executions,

levies, taxes, writs of enforcement (whether contractual, statutory. or otherwise), liens,

executions, levies, charges, or other claims, V/ h-cicu’ monetary

er-othsp4seclaims, whether or not they have attached or been perfected, registered or filed and

whether secured, unsecured or otherwise (collectively, thClaims-) including, without

limiting the generality of the foregoing:

(a) any encumbrances or charges created by the Receivership Order; (b) any,

ii charges, security interests or claims evidenced by registrations pursuant to

the Personal Property Security Act (Alberta) or any other personal property

registry system

(c) any liens or claims of lien under the Builders’ Lien Act (Alberta); and(d) those Claimslisted in Schedule “C” hereto (all of which are collectively referred to as the“Encumbrances”, which term shall not include the permitted encumbrances, caveats,interests, easements, and restrictive covenants listed in Schedule “D’ (collectively,“Permitted Encumbrances”))Encumbrances’): and

for greater certainty, this Court orders that all Claims includingof the Encumbrances-other

than Permitted Encumbrances, affecting or relating to the Purchased Assets are hereby

expunged1.an discharged and terminated as against the Purchased Assets

4. Upon delivery of the Receiver’s Closing Certificate. upon a certified copy of this

Order, together ‘‘ith any applicable registration fees, all governmental authorities including those

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referred to below in this paragraph (collectively, “Governmental Authorities”) are hereby authorized,

requested and directed to accept delivery of such Receiver’s Closing Certificate and certified copy of this

Order as though they were originals and to register such transfers, interest authorizations, discharges

and discharge statements of conveyance as may be required to convey to the Purchaser or its

nomineethe delivery of the Receiver’s Certificate. and UDOfl the filing of a certified copy of this

Order. toaether with any applicable registration fees. the applicable Patents Office shall amend

the aoDlicable Patents Register to record the change in ownership of any oatent registration or

oatent application that is listed as being owned by the Debtor in such Patents Register. so that

any such atent application or registration instead lists the Purchaser (or its nominee) as the

owner of such Datent application or registration. The applicable Patent Office shall further

discharge from the alicable Patent Register any recorded third party interests or agreements

that may encumber such patent applications or registrations and issue in the name of the

Purchaser (or its nominee) a certificate or record of ownership. as applicable, as may be

required to convey free and clear title to the Purchased Assets subject only to Permitted

Encumbrances. Without limiting the foregoing:

I f”I ri.I,., ID.-..-....4.-..,,.” c..... 4.1..... I..,....j..

and is hereby authorized, ,4 4.-, c.+k.,;4l,

*

.,.t ‘r:.I... K!.. * ..., LL__,. I_...J_ __J

municipally described as , and legally described as:

(the “Land”)(ii) issue a new Certificate of Title for the Lands in thename of the Purchaser (or its nominee), namely, *;to the PurchaseiJr its nominee).

(iii) transfer to the New Certificate of Title the existing instruments listed in

Schedule “D”, to this Order, and to issue and register against the New

Ceificate of Title such new caveats, utility rights of ways, easements or other

instruments as are listed in Schedule “D”; and

Alberta -gy (‘Energy Ministr”) shall and is hereby

directed to forthwith:

(iv) 4sGhr.-. expunge kres listed in k,r’- “(““ +.- +h.-

and discharge and expunge any Claims including Encumbrances (but

excluding Permitted Encumbrances) which may be registered after the date of

the Sale Agreement against the existing Certificate of Title to the Lands;

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(v) cancel and discharge those Claims including builders’ liens, security notices,

assignments under section 26 (formerly section 177) of the Bank Act

(Canada) and other Encumbrances (but excluding Permitted Encumbrances)

registered (whether before or after the date of this Order) against the estate or

interest of the Debtor in and to any of the Purchased Assets located in the

Province of Alberta; and

(vi) +rnnefer all Crown leases listed in Schedule ‘E” to this Order standing in th

ITWTIU of the Debtor, to the Pwchasor (or its nominee) free and clear of all

Claims including Encumbrances but excluding Permitted Encumbrances;

(c) the Registrar of the Alberta Personal Property Registry (the “PPR Registrar”) shall and

is hereby directed to forthwith cancel and discharge any registrations at the Alberta

Personal Property Registry (whether made before or after the date of this Order)

claiming security interests (other than Permitted Encumbrances) in the estate or

interest of the Debtor in any of the Purchased Assets which are of a kind prescribed by

5. In order to effect the transfers and discharges described above, this Court directs each of the

Governmental Authorities to take such steps as are necessary to give effect to the terms of this

Order and the Sale Agreement. Presentment of this Order and the Receiver’s Closing

Certificate shall be the sole and sufficient authority for the Governmental Authorities to make

and register transfers of title or interest and cancel and discharge registrations against any of

the Purchased Assets of any Claims including Encumbrances but excluding Permitted

Encumbrances.

6. No authorization, approval or other action by and no notice to or filing with any governmental

authority or regulatory body exercising jurisdiction over the Purchased Assets is required for the

due execution, delivery and performance by the Receiver of the Sale Agreement, [other than

any required approval by the Energy Regulator referenced in paragraph 3 above.J’

7 . .. ceruriecUpon delivery of the Receiver’s Closing Certificate together with ‘ -

- -

‘ copy nf +k;e nr4er

this Order shall be immediately registered by the Land Titles Registrar notwithstanding the

requirements of section 191(1) of the Land TitlesAct, RSA 2000, c.L-7 and netwithstandtng-that

the appeal period in respect of this Order has not elapsed. The Land Titles Registrar is hereby

directed to accept all Affidavits of Corporate Signing Authority submitted by the Receiver in its

cAN_DMs: \1 28960054\2

4k.-. fl,-.k4,-.. ....-,..J .,,.4

-5-

a—For the purposes of determining the nature and priority of Claims and

Encumbrances, the net proceeds fromJb sale of the Purchased Assets (to be held in an

interest bearing trust account by the Receiver) shall stand in the place and stead of the

Purchased Assetsnd from and after the delivery of the Receiver’s CIsi-Certificate and-all

Claims includingfl Encumbrances (but excluding Permitted Encumbrances) shall not attach to,

encumber or otherwise form a charge, security interest, lien, or other Claim against the Purchased

Assets and may be asserted againstattach to the net proceeds fromJb. sale of the Purchased

Assets with the same priority as they had with respect to the Purchased Assets immediately

prior to the sale, as if the Purchased Assets had not been sold and remained in the possession

or control of the person having that possession or control immediately prior to the sale. Unless

otherwise ordered (whether before or after the date of this Order), the Receiver shall not make any

distributions to creditors of net proceeds from sale of the Purchased Assets without further order of this

Court, provided however the Receiver may apply any part-of-su-c-h-n-e-procee-ds to repay any amounts

the Receiver has borrowed for which it has issued a Receiver’s Certificate pursuant to the Receivership

9. Except as expressly provided for in the Sale Agreement or by section 5 of the Alberta

Employment Standards Code, the Purchaser (orThe Purchaser (and its nominee, if any) shall-nor,

by virtue of the completion of the Transaction, have nQiiability of any kind whatsoever in

respect of any Claims against-the-Qebto1-O. Upn—Gomp1etion-----Gf the Ta&a4i

theDebtor.

7. The Debtor and all persons who claim by, through or under the Debtor in respect of the

Purchased Assets, ard-all-pe-rsmis--or entities—Iavng-any Claims of any kind whatsoever-1n-respec-ef

the Purchased Assets, save and except for persons entitled to the benefit of the Permitted

Encumbrances, shall stand absolutely and forever barred, estopped and foreclosed from ahe

permanently enjoined from pursuing, asserting or claiming any and all estate, right, title, estate,

interest, royalty, rental7nd equity of redemption or other Claim whatsoever in respect of or tof the

Purchased Assets7 and to the extent that any such persons or entities remainremains in-the

possession or control of any of the Purchased Assets, or any artifacts, certificates, instruments or

other indicia of title represen-ting or evidencing any right, title. estate, or interest in and to the

Purchased Assets, they shall forthwith deliver possession thereof to the Purchaser (or its

nominee).

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8 1-1--The Purchaser (or its nominee) shall be entitled to enter into and upon, hold, use, and

enjoy the Purchased Assets for its own use and benefit without any interference of or by the

Debtor, or any person claiming byi through or against the Debtor.

12. Immediately upon closing of the Transaction, holders of Permitted Encumbrances shall have no

claim whatsoever against the Receiver.

9 1-3--The Receiver is directed to file with the Court a copy of the Receiver’s Closing

Certificate forthwith after delivery thereof to the Purchaser (or its nominee).

1. Pursuant to clause 7(3)(c) of the Personal Information Protection and Electronic Documents Act

(Canada) and section 20(e) of the Alberta Personal lnfor,nation Protection Act, the Receiver is

authorized and permitted to disclose and transfer to the Purchaser (or its nominee) all human

resources and payroll information in the Debtor’s records pertaining to the Debtor’s past and

current employees. The Purchaser (or its nominee) shall maintain and protect the privacy of

such information and shall be entitled to use the personal information provided to it in a manner

which is in all material respects identical to the prior use (of such information) to which the

Debtor was entitled.


10... 1-5,-Notwithstanding:

(a) the pendency of these proceedings-an any-declaration of insolvency-made-hefe4ci;

(b) the- ndency-ef-any applications for a bankruptcy order now or hereafter issued

pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c.B 3, as amended

the ‘BIA”), (Canada) in respect of the Debtor7 and any bankruptcy order issued

pursuant to any such applications; nd

(c) any assignment in bankruptcy made in respect of the Debtori—and,

(d) the provisions of any federal or provincial statute:

the vesting of the Purchased Assets in the Purchaser (or its nominee) pursuant to this

Order shall be binding on any trustee in bankruptcy that may be or has been appointed

in respect of the Debtor and shall not be void or voidable by creditors of the Debtor, nor

shall it constitute nor be deemed to be a-transfec-a—nd-ervaIue7 settlement, fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue, or other

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reviewable transaction under the R{ABankruptcy and Insolvency Act (Canada) or any

other applicable federal or provincial legislation, nor shall it constitute oppressive or

unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

ii 4--The Receiver, the Purchaser (or its nominee) and any other interested party, shall

be at liberty to apply for further advice, assistance and directions as may be necessary in

order to give full force and effect to the terms of this Order and to assist and aid the parties in

closing the Transaction.


i2 13-This Honowab4e-Court hereby requests the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada. Mexico. or in any of its provinces

or territories or in any foreign jurisdichon, to act in aid of and to be complimentary to this Cou in carrying

ehe4ems the United States of tN-QdeAmerica to give effect to this Order and to assist the

Receiver and its agents in carrying out the terms of this Order. All courts, tribunals7 regulatory

and administrative bodies are hereby respectfully requested to make such order-ad to

provide such assistance to the Receiver, as an officer of the Court, as may be necessary or

desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the

terms of this Order.

i 4-Sev4e-of-thsIhis Order sha4must be deenoaffcien1-by

(a) Servinn

(i) the persons listed on the service list created in these proceedings;

(ii) any other person served with notice of the application for this Order;(iii) anyoth&rserved only upon those interested parties attending or representedat the within application fo—th4s--Qdec

the Purchaser or the Purchaser’s solicitors; and

(b) Posting a copy of this Order on the Receiver’s website at: and service on any otherperson-i elyI d-wTh 19. Service of this Order may be effected byfacsimile, electronic mail, personal delivery or courier. Service is deemed to beeffected the next business day following tbiransmission or delivery of 4hsO-rdersuch documents.

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Justice of the Court of Queens Bench of Alberta14. Service of this Order on any oartv not attending this aDolication is hereby dispensed

with.


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Schedule “A”

Form of Receiver’s Certificate

COURT FILE NUMBER 1801-16722 CIerks Stamp

COURT COURT OF QUEEN’S BENCH OF ALBERTA1NBANKRUPTCY AND INSOLVENCY


PLAINTIFF ESPRESSO CAPITAL LTD.DEFENDANT R.I.I. NORTH AMERICA INC.

DOCUMENT RECEIVER’S CERTIFICATE

ADDRESS FOR SERVICE Norton Rose Fuibright Canada LLPAND Howard A. Gorman Q.C. / Meghan L. Parker

3700, 400 3rd Avenue SW.

CONTACT INFORMATION Calgary. Alberta. T2P 4H2

OFTelephone: 403-267-8194 /403-267-8122

PARTY FILING THISDOCUMENT

Facsimile.

E-mail: howard.gormpnnortonrosefulbright.com Imeohan.parkernortonrosefulbright.com

File No.: 1001055736

RECITALS

A. Pursuant to an Order of the Honourable Justice fN.ane1B. E. C. Romaine of the Court

of Queen’s Bench of Alberta, Judicial District of Calgary (the Court) dated

[Date of Order]. [Name of Receiver]November 29. 2018, Hardie & Kelly Inc. was

appointed as the receiver and manaoer (the Receiver) of thcertain undertakings,

property and assets of [Debtor]R.l.l. North America Inc. (the :Debtorz).

B. Pursuant to an Order of the Court dated [Date], the Court approved the agreement of

purchase and sale and certain patent assignments made as of [Date of Agreement]

(the ISaIe AgreementL) between the Receiver and [Name of Purchaser] (the

Purchaser) and provided for the vesting in the Purchaser of the Debtor’s right, title

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and interest in and to the Purchased Assets, which vesting is to be effective with

respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser of

a certificate confirming (i) the payment by the Purchaser of the Purchase Price for the

Purchased Assets; (ii) that the conditions to Closing as set out in section • of the Sale

Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii)

the Transaction has been completed to the satisfaction of the Receiver.

C. Unless otherwise indicated herein, eap1atie4—terms with initial capitals have the

meanings set out in the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser (or its nominee) has paid and the Receiver has received the

Purchase Price for the Purchased Assets payable on the Closing Date pursuant to

the Sale Agreement;

2. The conditions to Closing as set out in section • of the Sale Agreement have been

satisfied or waived by the Receiver and the Purchaser (or its nominee); and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at [Time) on [Date).

[Name of Receiver], in its capacityas Receiver of the undertakings,property and assets of [Debtor],and not in its personal capacity.

Per;

tle

HARDIE & KELLY INC.. in its caDacitv as receiver ofcertain of the undertakings. property and assets ofR.l.l. NORTH AMERICA INC.. and not in its Dersonalcaoacitv

Name:

ijik:

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Ensure that there are no legal obstacles to the vesting of assets in a nominee (for examplecompetition and anti trust law). Should land be transferred and vested in a nominee, theRegistrar of Land Titles requires the Purchaser to complete a Certificate of Nomination (whichneeds to be signed under seal if the Purchaser is a corporation. If the Purchaser is anindividual, the signature needs to be witnessed with an affidavit of execution completed.)

Ensure that the application and supporting materials are served on all affected partiesincluding those whose interests will be vested off.

In some cases, notably where this Order may be relied upon for proceedings in the UnitedStates, a finding that the Transaction is commercially reasonable and in the best interests of theDebtor and its stakeholders may be necessary. Evidence should be filed to support such afinding. If supported by evidence, the following sentence could be added at the beginning ofparagraph 2; “The Transaction and Sale Agreement are commercially reasonable and in thebest interest of the Debtor and its stakeholders.”

This bracketed clause, paragraph ‘1(b) and the bracketed words at the end of paragraph 6 areincluded when the Purchased Assets include mineral interests in land.

To allow this Order to be free standing (and not require reference to the Court record and/orthe Sale Agreement), it may be preferable that the Purchased Assets be specifically describedin a Schedule B.

The ‘Claims’ being vested out may, in some cases, include ownership claims, whereownership is disputed and the dispute is brought to the attention of the Court. Such ownershipclaims may, in some cases, continue as against the net proceeds from sale of the claimedassets. In other cases, the ownership claimant may object to its ownership interest beingvested out of the claimed assets. For example, it not clear that vesting orders can vest outoverriding royalties or restrictive covenants which are interests in land. (In Third Eye CapitalCo. v DianorRosourcos Inc., 2018 ONCA 253 at paragraphs 108 130 the Ont. C.A. requestedfurther argument regarding whether an overriding royalty which is an interest in land maynevertheless be vested out.) Similarly, other claimed rights, titles or interests may potentially bevested out if the Court is advised what rights are being affected and the affected persons areserved. The Committee agrees with the view of the Ontario Committee that a non specificvesting out of “rights, titles and interests” is vague and therefore undesirable.

Paragraph ‘1(a) is included when the Purchased Assets include titled lands.Paragraph 1(b) is included when the Purchased Assets include mineral interests in land.The bracketed words in this paragraph are included when the Purchased Assets include

mineral interests in land.The Report should identify the disposition costs and any other costs which should be paid

from the gross sale proceeds, to arrive at “net proceeds”.Successor employer liability is governed by section 5 of the Employmont Standards Codo,

RSA 2000 c. E 9 as amended. Inclusion of the words “or by statute” in paragraph 9 ensures thatparagraph 9 does not purport to abrogate statutory successor employee liability.

Not all sale agreements require, nor do the terms of the Debtor’s possession of humanresources and payroll information always permit, disclosure and transfer of such information tothe Purchaser. If disclosure and transfer of such information to the Purchaser is not required orpermitted, then Section 10 of this Order should be deleted.

The terms of the Permitted Encumbrance and Sale Agreement should be reviewed todetermine whether an encumbrance also constitutes a charge against other assets not beingsold (in addition to the Purchased Assets.) In that circumstance, absent agreement of the

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encumbrancer to the contrary, the Debtor may not be fully discharged so the encumbrancerdoes not lose its charge over the other assets it holds as security. Do not add the words “or theDebtor” to the end of paragraph 12 if an encumbrancer’s claim against the Debtor should bereserved.

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SCHEDULEC





APPLICANT HARDIE & KELLY INC., in its capacity as Court-appointed receiver and manager of the currentand future assets, undertakings and propertiesof R.l.l. NORTH AMERICA INC.

DOCUMENT ORDER

Assignment and Final Distribution

ADDRESS FOR SERVICE Norton Rose Fuibright Canada LLPAND 400 3rd Avenue SW, Suite 3700CONTACT INFORMATION Calgary, Alberta T2P 4H2 CANADAOFPARTY FILING THIS Howard A. Gorman, Q.C. I Meghan L. ParkerDOCUMENT howard.gormannortonrosefulbright.com

[email protected]: +1 403.267.8211Fax: +1 403.264.5973

Lawyers for the Applicant, Hardie & Kelly Inc., solely in its capacityas Court-appointed receiver and manager of the current and futureassets, undertakings and properties of R.l.I. North America Inc.File no.: 1001055736

DATE ON WHICH ORDER WAS PRONOUNCED: August 22, 2019

NAME OF JUDGE WHO MADE THIS ORDER: the Honourable Madam Justice M. Hollins

LOCATION OF HEARING: Calgary, Alberta

UPON THE APPLICATION of Hardie & Kelly Inc. (the Receiver) solely in its capacity as thereceiver and manager of R.I.l. North America Inc. (the Debtor); AND UPON reviewing theorder pursuant to which the Receiver was appointed on November 28, 2018 (theReceivership Order); AND UPON reviewing the Second Report of the Receiver and theConfidential Report of the Receiver, both dated August 12, 2019, AND UPON hearing fromcounsel for the Receiver and any other parties present:

IT IS HEREBY ORDERED THAT:

1. The time for service of this Application and all supporting materials is hereby

abridged, if necessary.

AN DM5: \129010132\1

2. The Receiver is hereby authorized to enter an assignment agreement for the

assignment of its interest in the Alberta Refunds, as such term is defined in the Receiver’s

Second Report, dated August 12, 2019, to Espresso Capital Ltd. (Espresso), and to forward

any funds received as a result of the Alberta Refunds to Espresso, in accordance with terms

of the assignment.

3. The Receiver is further authorized to make a further distribution to Espresso in the

amount of the net sale proceeds (the Net Proceeds) from the sale of certain assets of the

Debtor to Lumie Technologies Inc., less an amount to be determined by the Receiver, in its

sole discretion (the Holdback), to be retained in order to cover future costs of administering

the estate in these proceedings.

4. The Receiver is further authorized to make any subsequent distributions to Espresso

from the remainder of the Net Proceeds, the unused portion of the Holdback or any other

amounts collected by the Receiver, net of amounts required to administer the estate, without

further order of the Court, up to the total amounts owing by the Debtor to Espresso (the

Distribution).

5. The Receiver is authorized to take any act and execute any document that may be, in

the opinion of the Receiver or its counsel acting reasonably, necessary to effect the

Distribution.

6. This Order must be served only on those interested parties that attended or were

represented at the within Application, and service may be effected by facsimile, electronic

mail, personal delivery or courier. Service of this Order on any party not attending this

Application is hereby dispensed with.


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SCHEDULED




IN THE MATTER OF THE RECEIVERSHIP OFR.LI. NORTH AMERICA INC.

APPLICANT HARDIE & KELLY INC., in its capacity as Court-appointed receiver and manager of the currentand future assets, undertakings and propertiesof R.I.I. NORTH AMERICA INC.

DOCUMENT ORDER

Sealing and Confidentiality

ADDRESS FOR SERVICE Norton Rose Fuibright Canada LLPAND 400 3rd Avenue SW, Suite 3700CONTACT INFORMATION Calgary, Alberta T2P 4H2 CANADAOFPARTY FILING THIS Howard A. Gorman, Q.C. / Meghan L. ParkerDOCU MENT [email protected]


Lawyers for the Applicant, Hardie & Kelly Inc., solely in its capacityas Court-appointed receiver and manager of the current and futureassets, undertakings and properties of R.l.l. North America Inc.File no.: 1001055736


NAME OF JUDGE WHO MADE THIS ORDER: Madam Justice M. Hollins


UPON THE APPLICATION of Hardie & Kelly Inc. in its capacity as the Court-appointedreceiver (the Receiver) of the undertakings, property and assets of R.l.l. North America Inc.(the Debtor) for an Order for the approval of the Receiver’s fees and disbursements,approval of the Receiver’s activities and discharge of the Receiver; AND UPON having readthe Receiver’s Second Report dated August 12, 2019 (the Second Report); AND UPONhearing counsel for the Receiver, counsel for the Debtor and counsel for various creditors;AND UPON being satisfied that it is appropriate to do so, IT IS ORDERED THAT:


1. The time for service of this Application and all supporting materials is hereby

abridged, if necessary.

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2. Subject to further order of this Court, unredacted copies of the Receiver’s Confidential

Report shall be filed in an envelope, which will be marked as ‘SEALED PURSUANT TO

COURT ORDER - NOT TO BE OPENED WITHOUT PRIOR ORDER OF THIS COURT”

which shall be maintained as sealed, confidential and not forming part of the public record.

3. Leave is hereby granted to any person, entity or party affected by this Order to apply

to this Court for a further Order vacating, substituting, modifying or varying the terms of this

Order, with such Application to be brought on notice to the Receiver and any other affected

party.

4. This Order must be served only on those interested parties that attended or were

represented at the within Application, and service may be effected by facsimile, electronic

mail, personal delivery or courier. Service of this Order on any party not attending this

Application is hereby dispensed with.


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SCHEDULEE

COURT FILE NUMBER 1801-16722 Clerks stamp

COURT COURT OF QUEENS BENCH OF ALBERTA



APPLICANT HARDIE & KELLY INC., in its capacity as Court-appointed receiver and manager of the currentand future assets, undertakings and propertiesof R.l.l. NORTH AMERICA INC.

DOCUMENT ORDER

Approving Receiver’s Fees andDisbursements and Discharging Receiver

ADDRESS FOR SERVICE Norton Rose Fulbright Canada LLPAND 400 3rd Avenue SW, Suite 3700CONTACT INFORMATION Calgary, Alberta T2P 4H2 CANADAOFPARTY FILING THIS Howard A. Gorman, Q.C. I Meghan L. ParkerDOCUMENT [email protected]


Lawyers for the Applicant, Hardie & Kelly Inc., solely in its capacityas Court-appointed receiver and manager of the current and futureassets, undertakings and properties of R.l.l. North America Inc.File no.: 1001055736


NAME OF JUDGE WHO MADE THIS ORDER: Madam Justice M. Hollins


UPON THE APPLICATION of Hardie & Kelly Inc. in its capacity as the Court-appointedreceiver (the Receiver) of the undertakings, property and assets of R.I.I. North America Inc.(the Debtor) for an Order for the approval of the Receiver’s fees and disbursements,approval of the Receiver’s activities and discharge of the Receiver; AND UPON having readthe Receiver’s Second Report dated August 12, 2019 (the Second Report); AND UPONhearing counsel for the Receiver, counsel for the Debtor and counsel for various creditors;AND UPON being satisfied that it is appropriate to do so, IT IS ORDERED THAT:

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good and sufficient, and no other person is required to have been served with notice of this

application, and time for service of this application is abridged to that actually given;

2. The Receiver’s accounts for fees and disbursements, as set out in the Second

Report, are hereby approved without the necessity of a formal passing of its accounts.

3. The accounts of the Receiver’s legal counsel, Norton Rose Fuibright Canada LLP, for

its fees and disbursements, as set out in the Second Report, are hereby approved without

the necessity of a formal assessment of its accounts.

4. The Receiver’s activities as set out in the Second Report, the Schedule of Receiver’s

Professional Fees as attached to the Second Report, and the Confidential Report, are

hereby ratified and approved.

5. On the evidence before the Court, the Receiver has satisfied its obligations under

and pursuant to the terms of the Orders granted in the within proceedings up to and

including the date hereof, and the Receiver shall not be liable for any act or omission on

its part including, without limitation, any act or omission pertaining to the discharge of its

duties in the within proceedings, save and except for any liability arising out of any

fraud, gross negligence or willful misconduct on the part of the Receiver, or with leave of

the Court. Subject to the foregoing, any claims against the Receiver in connection with

the performance of its duties are hereby stayed, extinguished and forever barred.

6. No action or other proceedings shall be commenced against the Receiver in any way

arising from or related to its capacity or conduct as Receiver, except with prior leave of this

Court on Notice to the Receiver, and upon such terms as this Court may direct.

7. The Receiver is hereby discharged as Receiver of the Debtor, provided however, that

notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the

performance of such incidental duties as may be required to complete the administration of

the receivership herein, and (b) the Receiver shall continue to have the benefit of the

provisions of all Orders made in this proceeding, including all approvals, protections and

stays of proceedings in favour of the Receiver in its capacity as Receiver.

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8. This Order must be served only upon those interested parties attending or

represented at the within application and service may be effected by facsimile, electronic

mail, personal delivery or courier. Service is deemed to be effected the next business day

following the transmission or delivery of such documents.

9. Service of this Order on any party not attending this application is hereby dispensed

with.


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IN THE MATTER OF THE RECEIVERSHIP ‘F JUDICIAL CENTRE ...€¦ · distribution to Espresso,...

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