ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) · THE BANKRUPTCYAND INSOLVENCYACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990,

Court File No. CV-18-00595177-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

BETWEEN:

KOOY BROTHERS LAWN EQUIPMENT LIMITEDApplicant

- and -

AMSEN QUARRY LIMITED,ROYAL CANADIAN BEDROCK INC.

and TPNP HOLDINGS INC.Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, C. C.43, AS

AMENDED

MOTION RECORD(returnable May 29, 2019)

Date: May 16, 2019 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Ian Aversa (LSO # 55449N)Tel: (416) 865-3082Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSO # 66410Q)Tel: (416) 865-7724Fax: (416) 863-1515 Email: [email protected]

Lawyers for the Receiver

mailto:[email protected]


TO: ATTACHED SERVICE LIST

INDEX



(COMMERCIAL LIST)

BETWEEN:

KOOY BROTHERS LAWN EQUIPMENT LIMITED

Applicant

- and -

AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC.

and TPNP HOLDINGS INC.

Respondents


AMENDED

INDEX

TAB

Notice of Motion I

Draft Approval and Vesting Order II

Blackline Approval and Vesting Order III

Draft Ancillary Order IV

Third Report of the Receiver dated May 16, 2019 V

Appendix 1 - Appointment Order and Endorsement

Appendix 2 - Receiver’s First Report dated September 28, 2018 (with appendices)

Appendix 3 - Receiver’s Second Report dated October 9, 2018 (with appendices)

4

Appenidx 4 - Receiver’s Supplement to the Second Report dated October 24, 2018 (with appendices)

Appendix 5 - Endorsement of the Honourable Madam Justice Chiappetta made October 26, 2018

Appendix 6 - Orders/endorsements in the Parallel Receivership

Appendix 7 - Equipment Auction Agreement (redacted version)

Appendix 8 - Fee Affidavit submitted by the Receiver

Appendix 9 - Fee Affidavit submitted by the Receiver’s Legal Counsel, Aird & Berlis LLP

Confidential Appendices

Confidential Appendix 1 - Equipment Auction Agreement (unredacted version)

Confidential Appendix 2 - Summary of Equipment Auction Proposals

Service List VI

TAB I



(COMMERCIAL LIST)

BETWEEN:


Applicant

- and -



Respondents


AMENDED

NOTICE OF MOTION(returnable May 29, 2019)

The Fuller Landau Group Inc. (“FLG”), in its capacity as the Court-appointed receiver

(in such capacity, the “Receiver”), without security, of: (a) all the assets, undertakings and

properties of Amsen Quarry Limited (“Amsen”) acquired for, or used in relation to a business

carried on by Amsen, including the proceeds thereof (the “Amsen Property”); and (b) certain

equipment of Royal Canadian Bedrock Inc. (“RCB” and, together with Amsen, the “Debtors”),

including the proceeds thereof (the “RCB Equipment” and, together with the Amsen Property,

the “Property”), will make a motion to a Judge presiding over the Commercial List on May 29,

2019 at 10:00 a.m., or as soon after that time as the motion can be heard, at 330 University

Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

2

THE MOTION IS FOR an Order, including, amongst other things:

(a) if necessary, abridging the time for service and filing of this notice of motion and

the motion record or, in the alternative, dispensing with same;

(b) approving the First Report of the Receiver dated September 28, 2018 (the “First

Report”) and approving the actions of the Receiver described therein;

(c) approving the Second Report of the Receiver dated October 9, 2018 (the “Second


(d) approving the Supplement to the Second Report dated October 24, 2018 (the

“Second Report Supplement”) and approving the actions of the Receiver

described therein;

(e) approving the Third Report of the Receiver dated May 16, 2019 (the “Third


(f) sealing the Confidential Appendices (as defined in the Third Report) until

completion of the Auction (as defined in the Third Report) or further order of the

Court;

(g) approving the liquidation services agreement between the Receiver and Danbury

Global Ltd. dated December 10, 2018 and amended March 28, 2019 and May 13,

2019 (as amended, the “Equipment Auction Agreement”), and authorizing the

completion of the auction referenced therein (the “Auction”);

(h) vesting all the Debtors’ and all the Receiver’s right, title and interest in and to the

Assets (as defined in the Equipment Auction Agreement), free and clear of any

claims and encumbrances;

(i) approving the Quarry Sale Process (as defined and described in the Third Report);

(j) approving the fees and disbursements of the Receiver and its counsel; and

3

(k) such further and other relief as counsel may advise and this Court may permit.

THE GROUNDS FOR THE MOTION ARE:

(a) pursuant to an Order of the Honourable Madam Justice Chiappetta of this Court

made September 12, 2018 (the “Receivership Order”), FLG was appointed as

the Receiver;

(b) the Property consists essentially of certain patented mining claims (owned land)

and certain unpatented mining claims with aggregate permits in place for areas

required for quarry operations. In addition to the real property, the Property also

consist of the Assets (being certain fixed and moveable assets) and certain long

term leases and contracts;

(c) the First Report, the Second Report and the Second Report Supplement advised

the Court of the degree of cooperation with the Receiver by the Debtors’

principal, Mr. Guido, as a result of which the Receiver expressed concern with its

ability to develop and implement a formal marketing and sale process for any of

the Property prior to the commencement of adverse weather conditions during the

fall and winter months;

(d) since the last Court attendance on October 26, 2018:

(i) most of RGB’s remaining assets, undertakings and properties (being those

that do not constitute the RGB Equipment subject to this receivership

proceeding and those that do not constitute certain additional select

equipment) were placed in a second and distinct receivership proceeding

on the application of HSBC Bank Canada, in which second receivership

proceeding Deloitte Restructuring Inc. is acting as receiver; and

(ii) Mr. Guido’s cooperation with the Receiver has improved;

4

(e) pursuant to the Receivership Order, the Receiver was authorized to, amongst

other things:

(i) market any or all of the Property, including advertising and soliciting

offers in respect of the Property and negotiating such terms and conditions

of sale as the Receiver, in its discretion, deems appropriate; and

(ii) sell, convey, transfer, lease or assign the Property or any part or parts

thereof out of the ordinary course of business, with the approval of this

Court in respect of any transaction of the Amsen Property exceeding

$100,000 (provided that the aggregate consideration for all such

transactions does not exceed $500,000) and any transaction of the RGB

Equipment exceeding $100,000 (provided that the aggregate consideration

for all such transactions does not exceed $500,000);

(f) as set out in the Third Report, the Equipment Auction Agreement provides,

subject to its terms and conditions, for a net minimum guarantee in favour of the

Receiver, as reflected in the Confidential Appendices;

(g) a summary of the process that led to the Equipment Auction Agreement is set out

in the Third Report, with further details provided in the Confidential Appendices;

(h) the Confidential Appendices contain confidential information of a commercial

nature, which, if disclosed to third parties prior to the completion of the Auction,

would likely jeopardize the value that could be generated from the Assets;

(i) the proposed Quarry Sale Process is fair and reasonable, is designed to maximize

creditor and stakeholder value through broad marketing to prospective purchasers

and is addressed in more detail in the Third Report;

(j) the Receiver has filed with the Court the First Report, the Second Report, the

Second Report Supplement and the Third Report;

5

(k) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses

in their capacity as Receiver and counsel thereto, respectively, which fees and

expenses require the approval of this Court pursuant to the Receivership Order;

0) the Receivership Order authorizes the Receiver to pass its accounts from time to

time, and to include any necessary solicitor fees and disbursements in the passing

of the accounts;

(m) the other grounds set out in the First Report, the Second Report, the Second

Report Supplement and the Third Report;

(n) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended;

(o) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(P) rules 1.04, 2.03, 3.02, 30 and 37 of the Rules of Civil Procedure, R.R.O. 1990,

Reg. 194, as amended; and

(q) such further and other grounds as counsel may advise and this Court may permit.

2. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

(a) the First Report;

(b) the Second Report;

(c) the Second Report Supplement;

(d) the Third Report, inclusive of the fee affidavits filed on behalf of the Receiver and

its counsel; and

(e) such further and other material as counsel may submit and this Court may permit.

6

Date: May 16, 2019 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Ian Aversa (LSO # 55449N)Tel: (416) 865-3082 Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSO # 66410Q)Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]


TO: ATTACHED SERVICE LIST



-and- AMSEN QUARRY LIMITED, et al.KOOY BROTHERS LAWN EQUIPMENT LIMITED

Applicant RespondentsCourt File No. CV-18-00595177-00CL


(COMMERCIAL LIST)

Proceedings commenced at Toronto

NOTICE OF MOTION

AIRD & BERLIS LLPBarristers and Solicitors

Brookfield Place 181 Bay Street, Suite 1800

Toronto, ON M5J 2T9

Ian Aversa (LSO # 55449N)Tel: (416) 865-3082 Fax: (416) 863-1515 Email: iaversa@,airdberlis.com

Jeremy Nemers (LSO # 66410Q)Tel: (416) 865-7724Fax: (416)863-1515Email: [email protected]


35961389.3


TAB II



(COMMERCIAL LIST)

THE HONOURABLE ) WEDNESDAY, THE 29TH

)

JUSTICE ) DAY OF MAY, 2019

BETWEEN:


Applicant

- and -

AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC.


Respondents


AMENDED

APPROVAL AND VESTING ORDER

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as the Court-

appointed receiver (in such capacity, the “Receiver”), without security, of: (a) all the assets,

undertakings and properties of Amsen Quarry Limited (“Amsen”) acquired for, or used in

relation to a business carried on by Amsen, including the proceeds thereof (the “Amsen

Property”); and (b) certain equipment of Royal Canadian Bedrock Inc. (“RCB” and, together

with Amsen, the “Debtors”), including the proceeds thereof (the “RCB Equipment” and,

together with the Amsen Property, the “Property”), for an order, amongst other things: (i)

approving the liquidation services agreement between Danbury Global Ltd. (the “Auctioneer”),

as auctioneer, and the Receiver dated December 10, 2018 and amended March 28, 2019 and May

13, 2019 (as amended, the “Equipment Auction Agreement”), a copy of which is attached to

the Third Report of the Receiver dated May 16, 2019 (the “Third Report”); (ii) authorizing the

Auctioneer to conduct the auction, as referenced in, and in accordance with the terms of, the

Equipment Auction Agreement (collectively, the “Auction”); and (iii) vesting in each purchaser

at such Auction (each, a “Purchaser”) the Debtors’ and the Receiver’s right, title and interest in

and to the Property purchased by such respective Purchaser at the Auction (in each case, the

“Purchased Assets”), free and clear of any claims and encumbrances, was heard this day at 330

University Avenue, Toronto, Ontario.

ON READING the Third Report (including the appendices thereto), and on hearing the

submissions of counsel for the Receiver and such other counsel as were present, no one

appearing for any other person on the service list, although properly served as appears from the

affidavit of Eunice Baltkois, sworn May 16, 2019, filed,

1. THIS COURT ORDERS that the time for service and filing of the notice of motion and

the motion record is hereby abridged and validated so that this motion is properly returnable

today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS AND DECLARES that the Auction is hereby approved, and

the execution of the Equipment Auction Agreement by the Receiver is hereby authorized and

approved, with such minor amendments as the Receiver may deem necessary. The Receiver is

hereby authorized to take such additional steps and execute such additional documents as may be

necessary or desirable for the completion of the Auction.

3. THIS COURT ORDERS AND DECLARES that upon the Auctioneer completing a

sale to a Purchaser at the Auction of or more Purchased Assets, upon receipt by the Auctioneer

from such Purchaser of the purchase price determined at the Auction and upon delivery by the

Auctioneer to such Purchaser of a bill of sale or similar evidence of purchase and sale (each, a

“Purchaser Bill of Sale”), all the Debtors’ and the Receiver’s right, title and interest in and to

the Purchased Assets purchased by such Purchaser at the Auction and described in such

Purchaser’s Bill of Sale shall vest absolutely in such Purchaser, free and clear of and from any

and all security interests (whether contractual, statutory, or otherwise), hypothecs, 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: (i) any encumbrances or

charges created by the Order of the Honourable Madam Justice Chiappetta made September 12,

2018 (the “Receivership Order”); and (ii) all charges, security interests or claims evidenced by

registrations pursuant to the Personal Property Security Act (Ontario) or any other personal

property registry system, and, for greater certainty, this Court orders that all the Claims affecting

or relating to such Purchased Assets are hereby expunged and discharged as against such

Purchased Assets.

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets at the Auction shall stand in the

place and stead of the Purchased Assets sold at the Auction, and that from and after the delivery

of a Purchaser’s Bill of Sale all Claims shall attach to the net proceeds from the sale of the

Purchased Assets sold at the Auction and described in such Purchaser’s Bill of Sale with the

same priority as they had with respect to such Purchased Assets immediately prior to their sale at

the Auction, as if such Purchased Assets had not been sold at the Auction and remained in the

possession or control of the person having that possession or control immediately prior to their

sale at the Auction.

5. THIS COURT ORDERS that none of: (i) the Debtors; (ii) any of their respective

current or former directors, officers, authorized signing officers, employees, agents, accountants,

legal counsel and shareholders; and (iii) any other individuals, firms, corporations, governmental

bodies and agencies, and other entities having notice of this Order (all of the foregoing,

collectively, being “Persons” and each being a “Person”) shall:

(a) interfere with the implementation of the Equipment Auction Agreement,

including, without limitation, the implementation of the Auction;

(b) interfere with access to the Purchased Assets; or

(c) purport to exert any liens, charges or encumbrances against the Purchased Assets

in violation of this Order or the Receivership Order.

6. THIS COURT ORDERS that, 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 one or both of the Debtors

and any bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of one or both of the Debtors,

the vesting of each of the Purchased Assets in its respective Purchaser pursuant to this Order

shall be binding on any trustee in bankruptcy that is now or that may be appointed in respect of

any of the Debtors and shall not be void or voidable by creditors of any of the Debtors, nor shall

it constitute nor be deemed to be a 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.

7. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

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

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and 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.

KOOY BROTHERS LAWN EQUIPMENT LIMITED - and - AMSEN QUARRY LIMITED, et al.

Applicant Respondents

Court File No. CV-18-00595177-OOCL


(COMMERCIAL LIST)





Toronto, ON M5J 2T9Ian Aversa (LSO # 55449N)Tel: (416) 865-3082 Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSO # 66410Q)Tel: (416)865-7724 Fax: (416) 863-1515 E-mail: [email protected]


35965407.3


TAB III

Revised: Jamiaiy 21,2014

Court File No.---------------- CV-18-00595177-00CL


(COMMERCIAL LIST)

THE HONOUR ART.E 1 WEDNESDAY. THE 29TH

JUSTICE ) DAY OF MAY. 2019

TOETHONQURABiyi----------- -) ---------- NA-A-NfflU------ UAN-)

JUSTICE ........................... — ) QF ................. 20—

BETWEEN:

PLAWHEE

Rteiftti#

KOPY BROTHERS LAWN EQUIPMENT LIMITED

- andBEEENftANT-

Befendant

AMSEN QUARRY LIMITED. ROY AT, CANADIAN BEDROCK INC.


Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(0 OFTHE BANKRUPTCY AND INSOLVENCY ACT. R.S.C. 1985. C, B-3. AS AMENDEDAND SECTION 101 OF THE COURTS OF JUSTICE ACT. R.S.O. 1990. C. C.43. AS

AMENDED


THIS MOTION, made by ffiEORiymS NAMfilThe Fuller T.andan Oroun Inc., in its

capacity as the Court-appointed receiver tin such capacity, the "“Receiver—V’t. without security.

of: tat all the-undertaidng. -property..ai^—assets-ot^^^3TOR^|-fthe—^Mrter11) for an order-

appiwing-the-sale-fa~ansaction (the 'Tmnsactioi^-ceRtemplated-by an agreement of purchase and-

sale—(the--!1Sal-e—Auyeeffleri-t-!^—bet¥ê&m the—Reeeive^-M^ [NAME—OF—PIjRGHASER] (the-

^hhrrehaaef^-dated..[-PATE] and appended-to the Repert--ef-the-Têeivea-dated..[-PATE] (the-

^hêpo-ri " ): -and—vefffea-4n-4he- assets, undertakings and properties of Amsen Quarry Limited

('“Amsen’h acquired for, or used in relation to a business carried on hv Amsen. including the

proceeds thereof tfhe “Amsen Property”!: and (b) certain equipment of Roval Canadian Bedrock

Inc. t“RCB” and, together with Amsen. the “Debtors”), including the proceeds thereof fthe

“RCB Equipment” and, together with the Amsen Property, the “Property”!, for an order.

amongst other things: tit approving the liquidation services agreement between Danburv Global

Ltd, tthe “Auctioneer”!, as auctioneer, and the Receiver dated December 10. 2018 and amended

March 28. 2019 and Mav 13. 2019 tas amended, the “Equipment Auction Agreement”! a copy

of which is attached to the Third Report of the Receiver dated Mav 16. 2019 tthe “Third

Report”!: tiil authorizing the Auctioneer to conduct the auction, as referenced in. and in

accordance with the terms of. the Equipment Auction Agreement (collectively, the “Auction”!:

and tiiil vesting in each purchaser at such Auction leach, a “Purchaser!!! the Bchtoh-Debtors’

and the Receiver’s right, title and interest in and to the assehHfeserirhed4t>4he-Salc-AgiBanenf

tP^-gip^mbascd-As^ purchased bv such respective Purchaser at the Auction fin

each case, the “Purchased Assets”), free and clear of anv claims and encumbrances, was heard

this day at 330 University Avenue, Toronto, Ontario.

ON READING the Third Report including the appendices thereto), and on hearing the

submissions of counsel for the Receiverr-|:NAMfi&-A)fMATHfÛdAyir^^ and

such other counsel as were present, no one appearing for any other person on the service list,

although properly served as appears from the affidavit of {NAM-Ej-Eunice Baltkois. sworn

ffiATOMav 16. 2019. filed1 *-

L THIS COURT ORDERS that the time for service and filing of the notice of motion and



2. U-THIS COURT ORDERS AND DECLARES that the Transaeti-enAuction is hereby

approved,3 and the execution of the SaieEquipment Auction Agreement by the Receiver3 is

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

necessary. The Receiver is hereby authorized-tintl-tlii-eeted to take such additional steps and

execute such additional documents as may be necessary or desirable for the completion of the

Purehase-rAiiction.

’I’ This-model-ertfcr assumes (hat -the time for service does not need-to be abridged. The motion seeking a vestingorder should he served-en -all-persens-liaV'ifig-aw-eeenomk interest in the Pwehased Assets?.unless-e-imimstafteeswarrant a ■diffe)-ent-a-pproaehr-€ounsel-should-6erisiderattaching"the affidavit-ofsei^vice to-this Order.

the-Tânsaetiefv4s-eeffawefekd4y-feasenahle-and-in the ■best-interests-et-the-Behter-aad-ifeatakehetders-may-he-neeessaiy^-€videnae-shaakM)eTited-te-sttpp©rt-SHeh--aTm4mgr-whiehTirK4ng4ftay4hefrhedfi6hKied-ifi4he-GoartVeadersementr

3 In some easefr-the-Pahlor-wtH be the vendor-under the Sale Agreement; or-otherwise actively involved in theTransaetion; In those easesroare should-be taken to ensure that this Order-authori-zes either-or both-ef theh)ebter-and-tha-R-ee&iver to exeeute-and-deliver documented and-taka-ether-stepsT .

fcXkGSTOR~im<e-7U4

-4

a, 3t-THIS COURT ORDERS AND DECLARES that upon the delivery

eeftitleate--4e—the—Pwehar3e^Hjuhstant-Hrl4y-in—the^^Bn—attafehed—as—Sehedule 'A—hereto (the

IjReeeHiehs-Certiheate!h^ti-ohAuctioneer completing a sale to a Purchaser at the Auction of or

more Purchased Assets, upon receipt bv the Auctioneer from such Purchaser of the purchase

price determined at the Auction and upon delivery bv the Auctioneer to such Purchaser of a bill

of sale or similar evidence of purchase and sale teach, a “Purchaser Bill of Sale”), all the

DehtohDebtors’ and the Receiver’s right, title and interest in and to the Purchased Assets

purchased bv such Purchaser at the Auction and described in #>e-4>atePVgreefflent-[and4isted on

Sehedule--dhherete:|-4such Purchaser’s Bill of Sale shall vest absolutely in thesuch Purchaser, free

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

hypothecs, 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-5”),, including, without limiting the generality of the foregoing: (i)

any encumbrances or charges created by the Order of the Honourable Justiee-{NAME] dated-

fPATEfcMadam Justice Chiappetta made September 12. 2018 (the “Receivership Order”): and

(ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal

Property Security Act (Ontario) or any other personal property registry systemt-and-fHH-these-

Glahns—listed—en—Sehe4u4e—C—hereto—{all—el-^whi^h—are—eelfeetively—referred—te—as- the

HmeuffibimreesiV--:î€h~-tem—shah—not— e-n cuimbmneesv-easefflgnts--aft<f

4-PvattevH:4iPPf4e^404e-liee-slaft4ift^4a-a4HWl-m^wfe-refem:i€e-lo the-Court-record an4%f4he-Sat»-Aê+BerrtiHrir«y-be-pre4eraPe4bat-th^%t#iase4PtSsel;Sr4je-5pe^mhrel€S€ritee4i«-THSel:i«4tikT

5 The "Claims" b&mg vested OMt-+TOy;--m-some cases, inetade ownership claims;.where ownership is disputed andtlie-dispate-is-br-etight te.the attertfion-oftfie-Gewt.- Sueh-own&rship ela-Hns-vvQttld-,-in that case, still contiiwfe-asagainst4be-net-prêed^mm4he--sale-efthe-elaiffled-asset7--Sim-ilarly{-()t-her-r-ights--htles or intei-ests-eeald-alse-be-vosted-etHi-i-f-d^ Court is adviaed what rights are being affeeted, aH'd-the-appropriat&-persons are-served-.-1-t-isthe Subcommittee's view that a nen-spgetfie-vesting oufr-eF "rights, titlos-and-mterests" is vague-and.tberefore-undesiraHer

4

festrictive-ee\'enants 1 and, for greater certainty, this Court orders that all-e-f

the EneufflbraneesClaiins affecting or relating to thesuch Purchased Assets are hereby expunged

and discharged as against thesuch Purchased Assets.

ib-------rtddfSAAi)4tlCd^Qft&EP^tbtutraapofl-4heH;e^^ Q-ffiee for -the

fêgwtr^DA4skHt-^jf:4tO€VVHON}-«f-aAFraftsfer/Beedr-ef43and4ft4he4©rftv^resertêd--feyAl^

by—the—Ree&iverj{fcand.-Titles-îvisieB—e#-

fiAi^Ct^ddON^H^fAfrA^pheatienrttMAAsth^^FderdHrtherthrffHpresertfjecldjyrthe-iî1^^

aml/eÂhe^6Wlt^^«Vf:e^w-^^^TO^-74et]■6H^^t^»^;î^ra^MaArereby^4ireetedA^

lAH'&lrasenrrsrthe^wnei^f-the-^hjeetuearl^roêrtyAckmtitiedAir-Sehedut-e-dj-heiete-fthe "Rc<il

Prêrty^}4flAec^mpler^welAs-herehy^ête4-teêleteHrn€iH?xpttngeATO«rrtritlerte-4he-Reat-

Pf©pertyTdC(af4heAdahns4iated4n-Sehe4titertS-hereteT

^-Eleet-the language-appropriate to thedand registiy' system-(Registry' vs. Land Titles-p

OOGÎ-OR-140+93-7+14

-6

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds* 7 from the sale of the Purchased Assets at the Auction shall stand in the

place and stead of the Purchased Assets sold at the Auction, and that from and after the delivery

of the--fa^BêrVGei4ifieatea Purchaser’s Rill of Sale all Claims and Eneum-hranees-shall attach

to the net proceeds from the sale of the Purchased Assets sold at the Auction and described in

such Purchaser’s Bill of Sale with the same priority as they had with respect to thesuch

Purchased Assets immediately prior to thetheir sale8 at the Auction, as if thesuch Purchased

Assets had not been sold at the Auction and remained in the possession or control of the person

having that possession or control immediately prior to thetheir saler at the Auction.

thehfeeeiveAAAntffieateTdm^^ ihercof.

1 Cr-THIS COURT ORDERS thatT-ponmanb4o-eteuse-~7th)^^

tenfeetesenmeUtmnsfenheAlêAhunlnrseFndlAuunanê^jeurees^^d-iaayrelhdnfBffflf^mrAnAhe-

CAmrpanyêeordnêrtummgAnAheAêhter^niâstHand^H^h-effipluYeesÂftehidfftg-peFseftah

mferfnation-ntAhese-nmployeesAh4ndHnn-Sehedrde-Ji^^vn4he-âle-Agreeflae»fc—The Purchaser

shafl-mrahatahanmd-iaretee4-4he-pmney-njfATttehAr:dhnnati-en--and-n4ralh he enlhtcd to use the-

peineftaPdfhbmuhnmpfevihedAehtrdftnimieflfte^whinhAs-dnnhln^

fmnnuseHhhmehAnfeffflatl^ none of: tit the Debtors: (n) any of their respective

current, or former directors, officers, authorized signing officers, employees, agents, accountants.

7^^têfr-slmft4-44eHttfyuhehk^stdetV€ests-aH4-cHyre#teêest»-wi4ch shothklTe-patd4rem4he^fess-sate-êgertsTê-rH-hve-al "ne-t-procccds'1.

s-:l:hfe-previsl0n c-rystallizes-the date as ef-whieh-the-Claims wiU-be determined-;.-If a sale occurs early-m thednsolveney-pr-eeessr^f-petentmtiy secured clai-mants may not have had-the-tiroe or Iheâbility-to register or-perfeet- propor claims priei- to the-salerhHS-prevfe-lon-fflay-net-bg approphate, and should be-amended-to-reme-ve this-etystrrl+kiat+efHieHveplT

-7

legal counsel and shareholders: and (nD anv other individuals, firms, corporations, governmental

bodies and agencies, and other entities having notice of this Order fall of the foregoing.

collectively, being “Persons” and each being a “Person”) shall:

(a) interfere with the implementation of the Equipment Auction Agreement.

including, without limitation, the implementation of the Auction:

tbt interfere with access to the Purchased Assets: or

fc) purport to exert anv liens, charges or encumbrances against the Purchased Assets

in violation of this Order or the Receivership Order.

£ MHIS COURT ORDERS that, notwithstanding:

faUtat the pendency of these proceedings;

(l-H-fb) anv applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of one or both of the

-IbebterDebtors and any bankruptcy order issued pursuant to any such applications;

and

re-V-fct anv assignment in bankruptcy made in respect of one or both of the

Debtee-Debtors.

the vesting of each of the Purchased Assets in theits respective Purchaser pursuant to this Order

shall be binding on any trustee in bankruptcy that is now or that mav be appointed in respect of

anv of the OebtorDebtors and shall not be void or voidable by creditors of anv of the

Pobto-rDebtors. nor shall it constitute nor be deemed to be a fraudulent preference, assignment,

fraudulent conveyance, transfer at undervalue^ or other reviewable transaction under the

-8

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.

g_-------dd41S-e:Oy-RT-~QRBhd4S--AM!)-4)l^^ is exenapb-fro-m-the-

applimfi©ft^41tbe^T^fT§fi,fesL-74£^^

Z MHIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,







S

GewcFRe-Nter-

ONTARIO

SUfÊRIORrGOURTOFJVSTICE

COMMERCIAtTTST

B-ETAV-E-E-hk-

RtAWFWT

—a«€l—

ftEFEN©ANT

Befeftdaftt

RECITALS

At-------frtfsmflt le-aft-Qfdef-^T4he-4Ie«etH:abIe-[NAME OF-jTJPCEj-eT-the-Qntme- StfpeFk>^

GetHT-efAkwtke4the-!i€ettrt!4-datedH=DATE-OR-OR©ER]r-tNAME-©RÊGEIV^^

appawteA-as-Rte^ ' Re c e [BE BTOR)-

Bt-------Bwstiant to-wi Order ul' the (:oun d-atod.{BATE]7Ahe-Ce«R-ap|?feve4-4be.agreement of

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ReeeA^-fDebtefj—aBd-^ÂME-ORRERGHASERj—(the "Purchaser").-Qnd-^fevI4e4-faF4he-

vesteig m tlie--lAAreBaseii-oIAheAêbC^ i4glAr4Ale-€H^44ttterest in and to.t:he Bw-chasedÂsseter

wBieIêst+ftgrHEAe4>eH3B%etiw^#H:eêeEteAbe4A!^-a5eel^^

ReeeReiMe■ the (I)Ahe-payffleHl-by-4]ie -B-urebaser.of the

ftH;ehaseB^4€e-Ter PafehQse4Ar&seteHii)-that-fee coneHtiettsAeAêsfflg-ashseTetvTm-seetieft-*-

e#4ke-Sate-A-gi^H:^Chave-43eeB-^tMkd-^^-Vv^ved-43y-fee-Rêmi^HM^the-Bttfd'iase-i-; aHd-( iiiA

#ienFmftsaetiefl4ms-beeH--eeffipIetedAeTheâtisfeetiefl-eTthe-ReeeHiefT

Gt-------Ufrtess^T^PrvGmftdieafeddm^ capdafe4mieAhe-fflea4dftgs-set-ettCmh

daeRaleTAgfeeffl-eidT

THfi-REGEIVERrGERmESAhe-fetiewlHgf

4^------ The—Pwehftsef-Ttas-âkl—and-the-êceiver has- reeeived the Pwehase Price for the-

IAimtese4Gri5seferi3m^l'€îâeAd^sffi^4Ari-e-|3WS«aftCt^4l:m-Sa^^

Sr--—:I:deê-ft£ydei:K^4oAG^f^Tif^(^--ewMfêe4TOf^#-€GBde-Ral-e-AêefflenB4»ve^

sa4BAH?Ai3^¥a-ive4-by4Be--Rêeijw3fTffl44heTAi4:eB^^

10

3-r------ tteO-rafisaeti-efrh^beefheeffl-plef&lle-^^^

4r------ !!m--€l^Qlkî^¥as-c4riw^ —FHM&h>»--------------RBA^gf:

{NAME OF RECEIVER], in its capft€it>' a»Receiver of the undertaking, property andassets of [DEBTORl, tmA-not in its personaleapaeity

Na-ffiefEitlev

44

(unaffected by-the

24924-184;4-

POt-S:f-O[4r-140-l 924414

kpOY BROTHERS LAWN EQUIPMENT LIMITED - an d - AMSEN QUARRY LIMITED, ct al.


ONTARIO

rCOMMERCTAE CIST1



ATRD & BERETS EEPBarristers and Solicitors

Brookfield Place 181 Bav Street. Suite 1800

Toronto. ON M5J 2T9

Ian Aversa tLSO # 55449W

Jeremv Nemers fLSO # 6641001

Tel: C4161 865-7724

Fax: ('416)863-1515

E-mail: [email protected]


^5965407.3

Document comparison by Workshare Compare on May-15-19 3:19:52 PMinput:Document 1 ID interwovenSite://AB-WS1/CM/35965723/1

Description #35965723v1<CM> - Model Approval and Vesting Order (amended January 21/14)

Document 2 ID interwovenSite.V/AB-WS 1 /CM/35965407/3

Description #35965407v3<CM> - Approval and Vesting Order (Amsen)

Rendering set Standard

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Statistics:

CountInsertions 95Deletions 108Moved from 0

TAB IV



(COMMERCIAL LIST)

THE HONOURABLE

JUSTICE

) WEDNESDAY, THE 29TH

)

) DAY OF MAY, 2019

BETWEEN:


Applicant

- and -



Respondents


AMENDED

ORDER(re: Ancillary Matters)

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as the Court-

appointed receiver (in such capacity, the “Receiver”), without security, of: (a) all the assets,

undertakings and properties of Amsen Quarry Limited (“Amsen”) acquired for, or used in

relation to a business carried on by Amsen, including the proceeds thereof (the “Amsen

2

Property”); and (b) certain equipment of Royal Canadian Bedrock Inc. (“RGB” and, together

with Amsen, the “Debtors”), including the proceeds thereof (the “RGB Equipment” and,

together with the Amsen Property, the “Property”), for an order, amongst other things: (i)

approving the First Report of the Receiver dated September 28, 2018 (the “First Report”) and

the actions of the Receiver set out therein; (ii) approving the Second Report of the Receiver

dated October 9, 2018 (the “Second Report”) and the actions of the Receiver set out therein;

(iii) approving the Supplement to the Second Report of the Receiver dated October 24, 2018 (the

“Second Report Supplement”) and the actions of the Receiver set out therein; (iv) approving

the Third Report of the Receiver dated May 16, 2019 (the “Third Report”) and the actions of

the Receiver set out therein; (v) sealing the Confidential Appendices (as defined in the Third

Report) until the Auction (as defined in the Third Report) is completed or further order of this

Court; (vi) approving the Quarry Sale Process (as defined and described in the Third Report);

and (vii) approving the fees and disbursements of the Receiver and its counsel, was heard this

day at 330 University Avenue, Toronto, Ontario.

ON READING the First Report (including the appendices thereto), the Second Report

(including the appendices thereto), the Second Report Supplement (including the appendices

thereto) and the Third Report (including the appendices thereto, including, without limitation, the

fee affidavits therein (the “Fee Affidavits”)), and on hearing the submissions of counsel for the

Receiver and such other counsel as was present, no one appearing for any other person on the

service list, although properly served as appears from the affidavit of Eunice Baltkois sworn May

16, 2019, filed,

3

1. THIS COURT ORDERS that the time for service and filing of the notice of motion and



2. THIS COURT ORDERS that the First Report be and is hereby approved and the actions

of the Receiver described therein be and are hereby approved.

3. THIS COURT ORDERS that the Second Report be and is hereby approved and the

actions of the Receiver described therein be and are hereby approved.

4. THIS COURT ORDERS that the Second Report Supplement be and is hereby approved

and the actions of the Receiver described therein be and are hereby approved.

5. THIS COURT ORDERS that the Third Report be and is hereby approved and the

actions of the Receiver described therein be and are hereby approved.

6. THIS COURT ORDERS that the Confidential Appendices be and are hereby sealed

until the Auction is completed or further order of this Court.

7. THIS COURT ORDERS that the Quarry Sale Process be and is hereby approved.

8. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel

as set out in the Fee Affidavits be and are hereby approved.





4




-and- AMSEN QUARRY LIMITED, et al.KOOY BROTHERS LAWN EQUIPMENT LIMITED

Applicant RespondentsCourt File No. CV-18-00595177-00CL


(COMMERCIAL LIST)


ORDER(Re Ancillary Matters)



Toronto, ON M5J 2T9

Ian Aversa (LSO # 55449N)Tel: (416) 865-3082 Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSO # 66410Q)Tel: (416)865-7724Fax: (416)863-1515Email: [email protected]


35964996.3



TAB V



COMMERCIAL LIST

BETWEEN:


- and -

AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC. and TPNP HOLDINGS INC.

Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND

SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

THIRD REPORT OF THE COURT-APPOINTED RECEIVER

MAY 16, 2019

Appendices

“1” - Appointment Order and Endorsement

“2” - Receiver’s First Report dated September 28, 2018 (with appendices)

“3” - Receiver’s Second Report dated October 9, 2018 (with appendices)

“4” - Receiver’s Supplement to the Second Report dated October 24, 2018 (withappendices)

“5” - Endorsement of the Elonourable Madam Justice Chiappetta made October26, 2018

“6” - Orders/endorsements in the Parallel Receivership

“7” - Equipment Auction Agreement (redacted version)

“8” - Fee Affidavit submitted by the Receiver

“9” - Fee Affidavit submitted by the Receiver’s Legal Counsel, Aird & BerlisLLP

Confidential Appendices

“1” - Equipment Auction Agreement (unredacted version)

“2” - Summary of Equipment Auction Proposals

1

INTRODUCTION

1. Pursuant to the Order of the Honourable Madam Justice Chiappetta of the Ontario Superior

Court of Justice (Commercial List) (the “Court”) made September 12, 2018 (the “Appointment

Order”), which was made on the application of Kooy Brothers Lawn Equipment Limited (the

“Applicant”) pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985 c. B-

3, as amended (the “BIA”) and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as

amended (the “CJA”), The Fuller Landau Group Inc. was appointed receiver (in such capacity,

the “Receiver”), without security, of:

(a) all the assets, undertakings and properties of Amsen Quarry Limited (“Amsen”),

including, without limitation, the real property located at the address known

municipally as 136 The Bury Road, South Bruce Peninsula, Ontario (the “Amsen

Quarry”), and all proceeds thereof, including, without limitation, any interest that

TPNP Holdings Inc. may have therein (collectively, the “Amsen Property”); and

(b) the equipment of Royal Canadian Bedrock Inc. (“RGB”, and together with Amsen,

the “Debtors”) that is listed on Schedule “A” to the Appointment Order (the “RGB

Equipment”, and together with the Amsen Property, the “Property”).

2. A copy of the Appointment Order and corresponding endorsement are attached collectively

as Appendix “1” to this third report to Court of the Receiver (the “Third Report”).

3. The Receiver previously served and filed its first report to Court dated September 28, 2018

(the “First Report”), its second report to Court dated October 9, 2018 (the “Second Report”) and

its supplement to the Second Report dated October 24, 2018 (the “Second Report Supplement”

2

and, together with the First Report and the Second Report, the “Previous Reports”), copies of

which are attached, respectively, as Appendix “2”, Appendix “3” and Appendix “4” to this Third

Report.

4. The purpose of the Previous Reports was to advise the Court of the status of the Receiver’s

requests for information about the Debtors and the Property from Mr. Anthony Guido (the Debtor’s

principal) and, at the Court’s request, to provide the Receiver’s high-level comments on a report

from Rosen & Associates Limited, which the Receiver understands was commissioned post-

Appointment Order by the Debtors’ and Mr. Guido’s legal counsel, Chaitons LLP, to address a

monetary dispute between Mr. Guido and the Applicants (the “Dispute”).

5. On October 26, 2018, the motion purportedly brought by the Debtors to address the Dispute

was withdrawn on consent, subject to the terms of the endorsement of the Honourable Madam

Justice Chiappetta made that same day, a copy of which is attached as Appendix “5” to this Third

Report.

6. On November 29, 2018, the Receiver’s counsel received an email from the law firm of

Cassels Brock & Blackwell LLP, advising that it was “now on for Amsen in the receivership

proceeding.” The Receiver is not aware of a notice of change of lawyers having been served.

7. On December 6, 2018, RGB’s remaining assets, undertakings and properties - save and

except for the RGB Equipment (which is already subject to this receivership proceeding) and for

certain additional equipment secured in favour of TD Equipment Finance Canada - were placed

in a second and distinct receivership proceeding on the application to Court of HSBC Bank Canada

(the “Parallel Receivership”). Deloitte Restructuring Inc. is acting as receiver in the Parallel

Receivership (in such capacity, the “Parallel Receiver”). A copy of the appointment Order of the

3

Honourable Mr. Justice Hainey in the Parallel Receivership, together with a follow-up

endorsement by His Honour made January 16, 2019 and two further Orders by His Honour made

April 26, 2019, are attached collectively as Appendix “6” to this Third Report.

8. The purpose of this Third Report is to:

(a) update the Court in regards to the Receiver’s actions, including in regards to the

Equipment Auction Agreement (as defined and described below);

(b) recommend a proposed sale process in respect of the Amsen Quarry (the “Quarry

Sale Process”); and

(c) recommend that the Court issue Orders:

(i) approving this Third Report and the actions of the Receiver described

herein;

(ii) approving the Previous Reports and the actions of the Receiver described

therein;

(iii) approving the liquidation services agreement between the Receiver and

Danbury Global Ltd. (“Danbury”) dated December 10, 2018, as amended

March 28, 2019 and May 13, 2019 (as amended, the “Equipment Auction

Agreement”) and authorizing the completion of the auction referenced

therein (the “Auction”);

4

(iv) vesting all the Debtors’ and all the Receiver’s right, title and interest in and

to the Assets (as defined in the Equipment Auction Agreement), free and

clear of any claims and encumbrances;

(v) approving the Quarry Sale Process;

(vi) sealing Confidential Appendix “1” and Confidential Appendix “2” to this

Third Report (the “Confidential Appendices”) until the Auction is

completed or further order of this Court; and

(vii) approving the fees and disbursements of the Receiver and its legal counsel.

TERMS OF REFERENCE

9. In preparing and filing this Third Report, the Receiver has been provided with limited

information and has relied on discussions and correspondence with Mr. Guido, the Applicant and

the Parallel Receiver (the “Information”). The Receiver expresses no opinion, or other form of

assurance, in respect of the Information.

ACTIONS OF THE RECEIVER

10. The details of each of the Debtors, along with the facts leading to the Receiver’s

appointment, are described in the materials filed with the Court by the Applicant and the Debtors

prior to the Receiver’s appointment.

11. In addition to the Receiver’s actions that are reflected in the Previous Reports, the Receiver

has also:

(a) attended at, and secured, the Amsen Quarry, by:

5

(i) changing all building locks and the front gate locks;

(ii) posting a notice of the Receiver’s appointment at the front gate;

(iii) retaining a local security firm to perform weekly site visits and report to the

Receiver; and

(iv) obtaining insurance coverage;

(b) met with management of RGB (as the Receiver was advised by Mr. Guido that

Amsen had no management or employees at the time of the Appointment Order and

was instead operated by RGB’s employees) to perform a site visit of the Amsen

Quarry for the purpose of attempting to locate the specific equipment detailed in

the Appointment Order and the Debtors’ leases with the Applicant (the

“Equipment Leases”) and to identify assets and inventory located at the Amsen

Quarry and other locations;

(c) contacted the Ministry of Natural Resources (“MNFR”) to obtain site plans, the

MNFR’s last inspection/compliance report and a copy of the class ‘A’ license

belonging to Amsen;

(d) contacted the Ontario Aggregate Resources Corporation (“TOARC”) to obtain

copies of all filed extraction reports filed by Amsen;

(e) attempted to identify the location of all the Property, including by:

(i) corresponding with Mr. Guido and management of RGB;

(ii) corresponding with the Parallel Receiver; and

6

(iii) attempting to visit and visiting other quarries owned by Mr. Guido and/or

entities associated with him;

(f) arranged for five liquidators to view the Assets and provide proposals to the

Receiver;

(g) relocated certain Property to the Amsen Quarry, which Property was located at

other quarries owned by Mr. Guido and/or entities associated with him;

(h) attended on various status update calls with the Applicant;

(i) attended on calls from various interested parties with respect to the purchase of the

Amsen Quarry;

(j) mailed on September 21, 2018 the notices required by sections 245 and 246 of the

BIA to each of Amsen’s and RGB’s known creditors and the Office of the

Superintendent of Bankruptcy;

(k) drafted the Previous Reports and this Third Report; and

(l) attended at Court.

12. Mr. Guido has advised the Receiver that, as of the date of the Appointment Order, Amsen

was not operating and has no books or records, bank accounts, accounts receivable or employees.

Mr. Guido has also advised the Receiver that RGB acted as Amsen’s operating entity and that the

Amsen Property consists solely of the Amsen Quarry and certain equipment. Mr. Guido has also

advised the Receiver that an agreement exists pursuant to which RGB purportedly owns Amsen’s

7

extracted stone, but neither Mr. Guido nor anyone else has produced a copy of such agreement

(and the Receiver has been unable to locate same).

STATUS OF THE PROPERTY (OTHER THAN THE AMSEN QUARRY)

13. As described in the First Report, the Receiver corresponded with Mr. Guido upon the

issuance of the Appointment Order, providing a listing of the RGB Equipment and certain of

Amsen’s equipment gleaned from Appointment Order and the Equipment Leases (together with

the RGB Equipment, the “Leased Equipment”), and requested that he provide the Receiver with

certain information/documents, including, without limitation, the location of the Leased

Equipment.

14. To date, the Receiver has been able to locate ten pieces of Leased Equipment. Mr. Guido

has advised the Receiver that:

(a) he does not know the location of the 11th piece of Leased Equipment;

(b) the 12th, 13 th, 14th and 15th pieces of Leased Equipment - all of which are RGB

Equipment - were already repossessed by the Applicant or paid out by RGB prior

to the Receiver’s appointment, which the Receiver has confirmed with the

Applicant (such that, for greater certainty, the Receiver does not propose to take

any further steps in respect of these four pieces of RGB Equipment); and

(c) an additional 13 pieces of Leased Equipment do not exist.

15. The Receiver and/or its agents attended at certain other quarries owned by Mr. Guido

and/or entities associated with him and were unable to locate the 14 pieces of unaccounted for

8

Leased Equipment. The Receiver also requested that the Parallel Receiver advise the Receiver if

it comes across this equipment, as the Parallel Receiver was also attending at various quarries to

locate the equipment under its administration. As of the date of this Third Report, the 14 pieces

of unaccounted for Leased Equipment have not been located.

16. In addition, when the Receiver attended at the Amsen Quarry, the Receiver inventoried 39

additional pieces of equipment (the “Additional Equipment”) which were not identified as part

of the Leased Equipment. The Receiver was advised by Mr. Guido that certain of the Additional

Equipment belongs to other parties, including other entities owned by Mr. Guido. The Receiver

inquired with Mr. Guido as to the details of ownership and requested supporting ownership

documentation. Mr. Guido initially provided no supporting documents but asserted that 22 pieces

of the Additional Equipment belong to RGB and two to a related entity or RGB employees. He

later produced limited documentation, which, based on the Receiver’s review, confirms that:

(a) five of the 39 pieces of Additional Equipment belong to RGB. These five pieces

of Additional Equipment have therefore been released by the Receiver to the

Parallel Receiver; and

(b) one of the remaining 34 pieces of Additional Equipment is owned by one of Mr.

Guido’s other entities, which item remains at the Amsen Quarry but which Mr.

Guido may make arrangements with the Receiver to retrieve.

17. The Receiver has also been in regular communication with the Parallel Receiver in an

attempt to clarify the ownership of the remaining 33 pieces of Additional Equipment (including

the Additional Equipment that Mr. Guido has asserted, without supporting documentation, belong

to RGB). As of the date of this Third Report, the Parallel Receiver has indicated that four of the

9

remaining 33 pieces of Additional Equipment may belong to RGB, but has also been unable to

provide any supporting documentation reflecting such ownership.

18. Accordingly, the Equipment Auction Agreement addressed below is in respect of 43

pieces of equipment, being:

(a) the ten located pieces of Leased Equipment; and

(b) the 33 pieces of Additional Equipment that were located on the Amsen Quarry and

for which no one has been able to produce proof of ownership by an entity other

than Amsen (despite significant efforts and requests by the Receiver).

EQUIPMENT AUCTION AGREEMENT AND REQUEST FOR SEALING

19. Pursuant to paragraph 3 of the Appointment Order, the Receiver is empowered and

authorized to market the Property, including advertising and soliciting offers in respect of the

Property or any parts thereof, and negotiating such terms and conditions for the sale as the Receiver

in its discretion may deem appropriate (subject to Court approval in the case of certain monetary

thresholds).

20. During the week of October 29, 2018, the Receiver contacted five parties specializing in

the sale of the type of equipment at issue. The Receiver invited these parties to attend at the Amsen

Quarry to view the ten pieces of Leased Equipment and the Additional Equipment. Four of these

five parties accepted the Receiver’s invitation (the “Attendees”).

21. The Receiver requested that the Attendees submit proposals by November 7, 2018, in

response to which request the Receiver received four auction proposals (the “Equipment Auction

10

Proposals”). The Receiver requested that the Equipment Auction Proposals include a net

minimum guarantee (“NMG”).

22. After the Receiver’s review and clarification of certain terms in the Equipment Auction

Proposals, the Receiver, with the support of the Applicant, accepted (subject to the Court’s

approval) the Equipment Auction Agreement. The Equipment Auction Agreement was revised

over time as the status of the Additional Equipment was refined (as discussed in the prior section

to this Third Report).

23. A copy of the redacted Equipment Auction Agreement is attached as Appendix “7” to this

Third Report (with the redactions being in respect of the NMG). An unredacted copy of the

Equipment Auction Agreement is attached as Confidential Appendix “1” to this Third Report.

24. A summary and analysis of the Equipment Auction Proposals received is attached as

Confidential Appendix “2” to this Third Report.

25. The Confidential Appendices contain confidential information of a commercial nature,

which, if disclosed to third parties prior to the completion of the Auction, would likely jeopardize

the value that could be generated from the Assets. Accordingly, the Receiver is respectfully of the

view that it is appropriate for this Court to grant a sealing order in respect of the Confidential

Appendices.

26. The Receiver recommends that the Equipment Auction Agreement be approved by the

Court as:

(a) it provided for the highest NMG of the Equipment Auction Proposals;

11

(b) the expenses and fees of Danbury are reasonable and comparable for mandates of

this nature;

(c) the Assets will be widely marketed (via National Canadian Media, Bidspotter, a

global auction platform with over 531,000 active buyers, Danbury’s own listing of

contacts, electronic marketing to wholesalers and dealers in both Canada and the

United States);

(d) bidders will have an opportunity to view the assets at the Amsen Quarry;

(e) the Applicant is supportive of the Equipment Auction Agreement; and

(f) an auction agreement was recently approved by the Court in the Parallel

Receivership in respect of many of RGB’s other assets, and Mr. Guido has advised

the Receiver that, as of the date of the Appointment Order, Amsen was not

operating and that RGB had acted as Amsen’s operating entity.

PROPOSED QUARRY SALE PROCESS

27. The Receiver has developed the proposed Quarry Sale Process with the view of monetizing

the Amsen Quarry for the benefit of all stakeholders. Prior to commencing the proposed Quarry

Sale Process, the Receiver intends to:

(a) prepare a notice of acquisition opportunity (the “Teaser”);

(b) prepare a sale information package, reflecting an introduction and general

description of the Amsen Quarry and the terms and conditions of sale (the

“Information Package”);

12

(c) identify potential purchasers (including parties that have expressed an interest in

the Amsen Quarry) from the Receiver’s own network and market research

capabilities (the “Identified Prospective Purchasers”);

(d) prepare a form of non-disclosure agreement (the “NDA”) to be provided to

prospective purchasers; and

(e) to the extent possible, compile available information on the Amsen Quarry and

make such information available via a data room for prospective purchasers that

sign the NDA (the “Data Room”).

28. The Receiver’s proposed Quarry Sale Process is summarized as follows:

(a) placing an advertisement in: (i) the national edition of the Globe and Mail

newspaper by no later than one week after Court approval of the proposed Quarry

Sale Process; and (ii) if practical, on the website of the Ontario Sand, Stone &

Gravel Association or similar trade association website/publication as soon as

possible;

(b) as soon as possible, distribution of the Teaser and the NDA to the Identified

Prospective Purchasers;

(c) prospective purchasers that sign the NDA will be provided with the Information

Package and access to the Data Room;

(d) arranging site visits, meeting with prospective purchasers and responding to

inquiries from same;

13

(e) an offer due date of July 12, 2019 (the “Offer Due Date”);

(f) subsequent to the Offer Due Date, the Receiver will review any and all offers

submitted and select the best offer for the purpose of negotiating and entering into

an asset purchase agreement (the “APA”) (provided that the Receiver not be

obligated to accept any offer if the Receiver determines that no offer is satisfactory,

and that the Receiver may terminate the proposed Quarry Sale Process generally if

the Receiver believes such termination to be appropriate); and

(g) seeking Court approval of the APA, and, subject to such approval being granted,

closing the transaction contemplated under the APA.

29. The Receiver is of the view that the proposed Quarry Sale Process will maximize creditor

and stakeholder value through broad marketing to prospective purchasers, including certain

prospective purchasers that have already engaged in discussions with the Receiver. The Receiver

is of the view that the proposed Quarry Sale Process’ timelines provides adequate opportunity for

prospective purchasers to evaluate the opportunity.

FEES AND DISBURSEMENTS OF THE RECEIVER AND ITS COUNSEL

30. The Receiver and its legal counsel have maintained detailed records of their professional

time and costs since the Appointment Order was granted.

31. Paragraph 19 of the Appointment Order provides that the Receiver and its counsel shall be

paid their reasonable fees and disbursements. In addition, the Receiver and its counsel were

granted a first charge on all the Property as security for such fees and disbursements.

14

32. The fees and disbursements of the Receiver to and including May 14, 2019 amount to

$57,445.60, together with HST in the amount of $7,467.93, totalling $64,913.53. The time spent

by the Receiver is also described in the Affidavit of Adam Erlich sworn May 15, 2019, a copy of

which is attached as Appendix “8” to this Third Report.

33. The legal fees and disbursements incurred by the Receiver’s counsel, Aird & Berlis LLP,

to and including May 9, 2019 amount to $70,861.50, together with HST in the amount of

$9,153.83, totalling $80,015.33. The time spent by the Receiver’s counsel is more particularly

described in the Affidavit of Ian Aversa sworn May 13, 2019, a copy of which is attached as

Appendix “9” to this Third Report.

34. The Receiver is of the view that its fees and disbursements and those of its counsel are fair

and reasonable. The Receiver respectfully requests the approval of its fees and disbursements and

those of its counsel.

REQUESTS FOR APPROVAL

35. The Receiver respectfully recommends and requests that this Court grant the relief

requested at paragraph 8 of this Third Report.

All of which is respectfully submitted this 16th day of May 2019.

The Fuller Landau Group Inc.in its capacity as Court appointed Receiver of Amsen Quarry Limited and certain equipment of Royal Canadian Bedrock Inc,

35994745.5

TAB 1



(COMMERCIAL LIST)

) WEDNESDAY, THE 12lh), DAY OF SEPTEMBER, 2018


Applicant

THE HONOURABLE

JUSTICE Cl TIAPPETTA

- and -



Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED and SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, as amended

ORDER(appointing Receiver)

THIS APPLICATION made by Kooy Brothers Lawn Equipment Limited (“Kooy”) for

an Order pursuant to subsection 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c, B-

3, as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as

amended (the "CJA") appointing The Fuller Landau Group Inc. as receiver (in such capacity, the

"Receiver"), without security, of: (a) all of the assets, undertakings and properties of Amsen

Quarry Limited (“Amsen”) acquired for, or used in relation to a business carried on by Amsen;

11.1 129947 1 j

-2 -

and (b) certain equipment of Royal Canadian Bedrock Inc. (“RGB” and, together with Amsen, the

“Debtors”), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the order and endorsement of the Honour-able Justice Pattillo made July

26, 2018 (the “Pattillo Order”) and the affidavit of Kevin Ford sworn August 29, 2018 and the

Affidavit of Anthony Guido sworn September 3, 2018, and on hearing the submissions of counsel

for Kooy and the Debtors on September 4, 10, and 12, 2018, and all such other counsel as were

present, no one appearing for any other party although duly served and on reading the consent of

The Fuller Landau Group Inc. to act as the Receiver,

SERVICE

1, THIS COURT ORDERS that the time for service of the notice of application and the

application record is hereby abridged and validated so that this application is properly returnable


APPOINTMENT

2, THIS COURT ORDERS that pursuant to the Pattillo Order, and subsection 243(1) of the

BIA and section 101 of the CJA, The Fuller Landau Group Inc. is hereby appointed as the Receiver,

without security, of: (a) all of the assets, undertakings and properties of Amsen acquired for, or

used in relation to a business earned on by Amsen, including, but not limited to, the real property

located at the address known municipally as 136 The Bury Road, South Bruce Peninsula, Ontario

and identified as PIN #33135-0103(LT) (the “Quarry”), and all proceeds thereof (collectively, the

"Amsen Property"), which for greater certainty includes any interest of TPNP Holdings Inc,

therein; and (b) the equipment of RGB enumerated in Schedule “A” attached hereto (the “RGB

Equipment” and, together with the Amsen Property, the “Property”).

{LJ129947,!}

-3-

RECEIVER’S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

(a) as it concerns Amsen and the Amsen Property:

(i) to take possession of and exercise control over the Amsen Property

and any and all proceeds, receipts and disbursements arising out of

or from the Amsen Property;

(ii) to receive, preserve and protect the Amsen Property, or any part or

parts thereof, including, but not limited to, the changing of locks and

security codes, the relocating of Property to safeguard it, the

engaging of independent security personnel, the taking of physical

inventories and the placement of such insurance coverage as may be

necessary or desirable;

(iii) to manage, operate, and carry on the business of Amsen, including

the powers to enter into any agreements, incur any obligations in the

ordinary course of business, cease to carry on all or any part of the

business, or cease to perform any contracts of Amsen;

(iv) to engage consultants, appraisers, agents, experts, auditors,

accountants, managers, counsel and such other persons from time to

time and on whatever basis, including on a temporary basis, to assist

with the exercise of the Receiver's powers and duties, including,

without limitation, those conferred by this Order;

(v) to purchase or lease such machinery, equipment, inventories,

supplies, premises or other assets to continue the business of Amsen

or any part or parts thereof;

{1.1 )2y947.l}

-4-

(vi) to receive and collect all monies and accounts now owed or hereafter

owing to Amsen and to exercise all remedies of Amsen in collecting

such monies, including, without limitation, to enforce any security

held by Amsen;

(vii) to settle, extend or compromise any indebtedness owing to Amsen;

(viii) to execute, assign, issue and endorse documents of whatever nature

in respect of any of the Property, whether in the Receiver's name or

in the name and on behalf of the Amsen, for any puipose pursuant

to this Order;

(ix) to initiate, prosecute and continue the prosecution of any and all

proceedings and to defend all proceedings now pending or hereafter

instituted with respect to Amsen, the Property or the Receiver, and

to settle or compromise any such proceedings. The authority hereby

conveyed shall extend to such appeals or applications for judicial

review in respect of any order or judgment pronounced in any such

proceeding;

(x) to market any or all of the Amsen Property, including advertising

and soliciting offers in respect of the Property or any part or parts

thereof and negotiating such terms and conditions of sale as the

Receiver in its discretion may deem appropriate;

(xi) to sell, convey, transfer, lease or assign the Amsen Property or any

part or parts thereof out of the ordinary course of business,

(1) without the approval of this Court in respect of any transaction not exceeding $100,000, provided that the aggregate consideration for all such transactions does not exceed $500,000; and

(2) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price

{U12*;947.1}

-5-

exceeds the applicable amount set out in the preceding clause,

and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Act or section 31 of the Ontario

Mortgages Act, as the case may be, shall not be required;

(xii) to apply for any vesting order or other orders necessary to convey

the Amsen Property or any part or parts thereof to a purchaser or

purchasers thereof, free and clear of any liens or encumbrances

affecting such Amsen Property;

(xiii) to report to, meet with and discuss with such affected Persons (as

defined below) as the Receiver deems appropriate on all matters

relating to the Amsen Property and these receivership proceedings,

and to share information, subject to such terms as to confidentiality

as the Receiver deems advisable;

(xiv) to register a copy of this Order and any other Orders in respect of

the Amsen Properly against title to any of the Amsen Property;

(xv) to apply for any permits, licences, approvals or permissions as may

be required by any governmental authority and any renewals thereof

for and on behalf of and, if thought desirable by the Receiver, in the

name of Amsen;

(xvi) to enter into agreements with any trustee in bankruptcy appointed in

respect of Amsen, including, without limiting the generality of the

foregoing, the ability to enter into occupation agreements for any

property owned or leased by Amsen;

(xvii) to exercise any shareholder, partnership, joint venture or other rights

which Amsen may have; and

-6-

(xviii) to take any steps reasonably incidental to the exercise of these

powers or the performance of any statutory obligations; and

(b) as it concerns RGB and the RGB Equipment:

(i) to take possession of and exercise control over the RGB Equipment


or from the RGB Equipment;

(ii) to receive, preserve and protect the RGB Equipment, or any part or


security codes, the relocating of RGB Equipment to safeguard it, the

engaging of independent security personnel, the talcing of physical



(iii) to engage consultants, appraisers, agents, experts, auditors,





(iv) to settle, extend or compromise any indebtedness owing to RGB

insofar as it pertains to or impacts the RGB Equipment;

(v) to execute, assign, issue and endorse documents of whatever nature

in respect of any of the RGB Equipment, whether in the Receiver's

name or in the name and on behalf of RGB, for any purpose pursuant

to this Order;

(vi) to initiate, prosecute and continue the prosecution of any and all


instituted with respect to the RGB Equipment or the Receiver, and


{U 129947.1)

-7-



proceeding;

(vii) to market any or all of the RCB Equipment, including advertising




(viii) to sell, convey, transfer, lease or assign the RCB Equipment or any



(2) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause,


Personal Property Security Act shall not be required;

(ix) to apply for any vesting order or other orders necessary to convey

the RCB Equipment or any part or parts thereof to a purchaser or


affecting such RCB Equipment;

(x) to report to, meet with and discuss with such affected Persons (as


relating to the RCB Equipment and these receivership proceedings,



{1.1129947.1)

-8-

(xi) to apply for any permits, licences, approvals or permissions as may



name of RGB, in respect of the RGB Equipment; and

(xii) to take any steps reasonably incidental to the exercise of these

powers or the performance of any statutory obligations,

and in each case where the Receiver takes any such actions or steps, it shall be exclusively

authorized and empowered to do so, to the exclusion of all other Persons (as defined below),

including the Debtors, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that: (i) the Debtors and TPNP Holdings Inc., (ii) all of such

parties’ current and former directors, officers, employees, agents, accountants, legal counsel and

shareholders, and all other persons acting on its instructions or behalf; and (iii) all other

individuals, firms, corporations, governmental bodies or agencies, or other entities having notice

of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall

forthwith advise the Receiver of the existence of any Property in such Person's possession or

control, shall grant immediate and continued access to the Property to the Receiver, and shall

deliver all such Property to the Receiver upon the Receiver's request. Without limiting the

foregoing, the Debtors and Mr. Anthony Guido shall, forthwith upon the Receiver’s request, advise

the Receiver of the known locations of any of (a) the RGB Equipment or (b) equipment leased,

owned or held by Amsen, regardless of whether such equipment is in “possession or control” of

the Debtors or Mr. Guido.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence of any books, documents, securities, contracts, orders, corporate and accounting records,

and any other papers, records and information of any kind related to the business or affairs of

Amsen or related to the RGB Equipment, and any computer programs, computer tapes, computer

disks, or other data storage media containing any such information (the foregoing, collectively, the

"Records") in that Person's possession or control, and shall provide to the Receiver or permit the

(LI 1291147.1 j

-9-

Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access

to and use of accounting, computer, software and physical facilities relating thereto, provided

however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery

of Records, or the granting of access to Records, which may not be disclosed or provided to the

Receiver due to the privilege attaching to solicitor-client communication or due to statutory

provisions prohibiting such disclosure.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver, Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and providing

the Receiver with any and all access codes, account names and account numbers that may be

required to gain access to the information.

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver’s intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled to

have a representative present in the leased premises to observe such removal and, if the landlord

disputes the Receiver’s entitlement to remove any such fixture under the provisions of the lease,

such fixture shall remain on the premises and shall be dealt with as agreed between any applicable

secured creditors, such landlord and the Receiver, or by further Order of this Court upon

application by the Receiver on at least two (2) days notice to such landlord and any such secured

creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

{1.1129947.1)

- 10-

8. THIS COURT ORDERS that no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except

with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTORS OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of Amsen, the Amsen

Property or the RGB Equipment shall be commenced or continued except with the written consent

of the Receiver or with leave of this Court and any and all Proceedings currently under way against

or in respect of Amsen, the Amsen Property or the RGB Equipment are hereby stayed and

suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

10. THIS COURT ORDERS that all rights and remedies against Amsen, the Receiver, or

affecting the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that nothing

in this paragraph shall (i) empower the Receiver or the Debtors to carry on any business which the

Debtors are not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtors from

compliance with statutory or regulatory provisions relating to health, safety or the environment,

(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent

the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence

or permit in favour of or held by Amsen, without written consent of the Receiver or leave of this

Court.

LIMITATIONS RE: RGB and TPNP HOLDINGS INC.

12. THIS COURT ORDERS that, for greater certainty:

(a) as concerns RGB:

{1.1129947,1)

-11 -

(i) the stay of proceedings established pursuant to this Order shall

extend only to the RGB Equipment and RGB’s interest in the same,

and shall not extend to RGB generally or to any other assets,

properties or undertakings of RGB; and

(ii) the Receiver is not, and shall not be deemed to be, a “receiver” as

defined in section 243 of the BIA and is hereby relieved from any

notice, reporting or obligations of a receiver to creditors, employees

or any other Persons as may be required pursuant to the BIA, the

Wage Earner Protection Program Act or any other applicable

legislation; and

(b) as concerns TPNP Holdings Inc. (“TPNP”):

(i) the Receiver is hereby appointed in respect of TPNP only to the

extent of TPNP’s interest in the Quarry, if any, which Quarry

comprises paid of the Amsen Property;

(ii) the stay of proceedings established pursuant to this Order shall

extend only to TPNP’s interest in the Quarry, if any, and shall not

extend to TPNP generally or to any other assets, properties or

undertakings of TPNP; and

(iii) the Receiver is not, and shall not be deemed to be, a “receiver” as





legislation,

provided that, in all cases, each of the foregoing limitations is subject to further order of the Court.

(U 129947.1)

- 12-

CONTINUATION OF SERVICES

13. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtors or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtors are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the supply of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of Amsen’s current telephone

numbers, facsimile numbers, internet addresses and domain names, provided in each case that the

normal prices or charges for all such goods or services received after the date of this Order are

paid by the Receiver in accordance with normal payment practices of the Debtors or such other

practices as may be agreed upon by the supplier or service provider and the Receiver, or as may

be ordered by this Court.

RECEIVER TO HOLD FUNDS

14. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of

payments received or collected by the Receiver from and after the making of this Order from any

source whatsoever, including, without limitation, the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whether in existence on the date of this

Order or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit

of such Post Receivership Accounts from time to time, net of any disbursements provided for

herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any

further Order of this Court.

EMPLOYEES

15. THIS COURT ORDERS that all employees of the Debtors shall remain the employees

of the Debtors until such time as the Receiver, if so empowered hereby, on the subject Debtor’s

behalf, may terminate the employment of such employees. The Receiver shall not be liable for any

employee-related liabilities, including any successor employer liabilities as provided for in section

14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing

- 13-

to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the

Wage Earner Protection Program Act.

PIPEDA

16. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver shall disclose personal

information of identifiable individuals to prospective purchasers or bidders for the Property and to

their advisors, but only to the extent desirable or required to negotiate and attempt to complete one

or more sales of the Property (each, a "Sale"), Each prospective purchaser or bidder to whom such

personal information is disclosed shall maintain and protect the privacy of such information and

limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale,

shall return all such information to the Receiver, or in the alternative destroy all such information.

The purchaser of any Property shall be entitled to continue to use the personal information

provided to it, and related to the Property purchased, in a manner which is in all material respects

identical to the prior use of such information by the Debtors, and shall return all other personal

information to the Receiver, or ensure that all other personal information is destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

17. THIS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or collectively,

"Possession") of any of the Property that might be environmentally contaminated, might be a

pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of

a substance contrary to any federal, provincial or other law respecting the protection, conservation,

enhancement, remediation or rehabilitation of the environment or relating to the disposal of waste

or other contamination including, without limitation, the Canadian Environmental Protection Act,

the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario

Occupational Health and Safety Act and regulations thereunder (the "Environmental

Legislation"), provided however that nothing herein shall exempt the Receiver from any duty to

report or make disclosure imposed by applicable Environmental Legislation. The Receiver shall

not, as a result of this Order or anything done in pursuance of the Receiver's duties and powers

(LI 129947.1)

- 14-

under this Order, be deemed to be in Possession of any of the Property within the meaning of any

Environmental Legislation, unless it is actually in possession.

LIMITATION ON THE RECEIVER’S LIABILITY

18. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result

of its appointment or the carrying out the provisions of this Order, save and except for any gross

negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5)

or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order

shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any

other applicable legislation.

RECEIVER’S ACCOUNTS

19. THIS COURT ORDERS that the Receiver and its counsel shall be paid their reasonable

fees and disbursements, in each case at their standard rates and charges unless otherwise ordered

by the Court on the passing of accounts, and that the Receiver and its counsel shall be entitled to

and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such

fees and disbursements, both before and after the making of this Order in respect of these

proceedings, and that the Receiver's Charge shall form a first charge on the Property in priority to

all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of

any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

20. THIS COURT ORDERS that the Receiver and its legal counsel shall pass their accounts

from time to time, and for this purpose the accounts of the Receiver and its legal counsel are hereby

referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

21. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at

liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

fees and disbursements, including legal fees and disbursements, incurred at the standard rates and

charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

{U 129947.1)

- 15-

22. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider

necessary or desirable, provided that the outstanding principal amount does not exceed $200,000

(or such greater amount as this Court may by further Order authorize) at any time, at such rate or

rates of interest as it deems advisable for such period or periods of time as it may arrange, for the

purpose of funding the exercise of the powers and duties conferred upon the Receiver by this

Order, including interim expenditures. The whole of the Property shall be and is hereby charged

by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the

payment of the monies borrowed, together with interest and charges thereon, in priority to all

security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any

Person, but subordinate in priority to the Receiver’s Charge and the charges as set out in sections

14.06(7), 81.4(4), and 81.6(2) of theBIA.

23. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other

security granted by the Receiver in connection with its borrowings under this Order shall be

enforced without leave of this Court.

24. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates

substantially in the form annexed as Schedule "B" hereto (the "Receiver’s Certificates") for any

amount borrowed by it pursuant to this Order.

25. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver

pursuant to this Order or any further order of this Court and any and all Receiver’s Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates.

SERVICE AND NOTICE

26. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

“Protocol”) is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www.ontai~iocourts.ca/sci/practice/practice-directions/toronto/eservice-

commercial/) shall be valid and effective service. Subject to Rule 17.05 of the Rules of Civil

Procedure (the “Rules”) this Order shall constitute an order for substituted service pursuant to

{1.1139947.1}

http://www.ontai~iocourts.ca/sci/practice/practice-directions/toronto/eservice-commercial/

http://www.ontai~iocourts.ca/sci/practice/practice-directions/toronto/eservice-commercial/

- 16-

Rule 16.04 of the Rules. Subject to Rule 3.01(d) of the Rules and paragraph 21 of the Protocol,

service of documents in accordance with the Protocol will be effective on transmission. This Court

further orders that a Case Website shall be established in accordance with the Protocol with the

following URL: https://fullerllp.com/selected-active-engagements/.

27. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any

other materials and orders in these proceedings, any notices or other correspondence, by

forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile

transmission to the Debtors’ creditors or other interested parties at their respective addresses as

last shown on the records of the Debtors and that any such service or distribution by courier,

personal delivery or facsimile transmission shall be deemed to be received on the next business

day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day

after mailing.

GENERAL

28. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for

advice and directions in the discharge of its powers and duties hereunder.

29. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting

as a trustee in bankruptcy of either of the Debtors.



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

All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to

make such orders and 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.

31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and for assistance in carrying out the terms of this Order, and that

(U 129947.1}

https://fullerllp.com/selected-active-engagements/

- 17 -

the Receiver is authorized and empowered to act as a representative in respect of the within

proceedings for the purpose of having these proceedings recognized in a jurisdiction outside

Canada.

32. THIS COURT ORDERS that Kooy shall have its costs of this application, up to and

including entry and service of this Order, provided for by the terms of Kooy’s security or, if not

so provided by Kooy’s security, then on a substantial indemnity basis to be paid by the Receiver

from the Debtors’ estates with such priority and at such time as this Court may determine.

33. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

ENTERED AT / INSCRIT A TORONTO ON/BOOK NO:LE / DANS LE REGISTRE NO:

SEP 1 2 2018

PER/PAR:

{Ul2ylM7.l|

SCHEDULE "A"

RGB EQUIPMENT

Year Make Model Serial Description

2003 Wilson 11-6 HD30-11630-03149

OverheadGantry Saw

1997 CAT 980G 2KR01235 Wheel Loader

2013 Kubota IKX057-4GA

21846 Excavator

2005 Volvo L220E EV3530 Wheel Loader

2014 Kubota ISVL90-2HFC

13943 Skid SteerLoader

2008 JCB 436HT JCB43600L71305303

Wheel Loader

2011 JCB 456HT JCB45600H01304170

Wheel Loader

2010 ParkIndustries

PYTHONII

138368 Diamond Saw

2013 Daewoo LOLAR3000-V

1305 Excavator CAVRTS SA

1998 Fiat Allis FR220 DGM40659MOEST010M

Wheel Loader

2005 CAT 908 CAT00908LTAR00543

Wheel Loader

2000 OGDEN 8-40300 OG1058 Stone Splitter

2008 ParkIndustries

36-16-150 109542 Stone Splitter

2008 ParkIndustries

PCDC-30-120

109543 Conveyer with skid loader

{LI 129947.1)

-2-

SCHEDULE"B"

RECEIVER CERTIFICATE

CERTIFICATE NO.______________

AMOUNT $______________________

1. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver (in such capacity,

the "Receiver"), without security, of: (a) all of the assets, undertakings and properties of Amsen


and (b) certain equipment of Royal Canadian Bedrock Inc. (“RGB” and, together with Amsen, the

“Debtors”) (the “Property”) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the §§j| day of ■•;->!, 2018 (the "Order") made in an

application having Court file number 81111, has received as such Receiver from the holder of this

certificate (the "Lender") the principal sum of being part of the total principal sum of

which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with

interest thereon calculated and compounded [daily] [monthly not in advance on the '§§i day of each

month] after the date hereof at a notional rate per annum equal to the rate of 1111 per cent above

the prime commercial lending rate of Royal Bank of Canada from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver

{U\2WA1A\

-3-

to any person other than the holder of this certificate without the prior written consent of the holder

of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Property as authorized by the Order and as authorized by any further or other order of the

Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum

in respect of which it may issue certificates under the terms of the Order.

DATED the_____ day of_________ . 20_.

The Fuller Landau Group Inc., solely in its capacity as the Receiver of the Property, and not in its personal capacity

Per:Name:Title:

{LU29947.l|

KOOY BROTHERS LAWN EQUIPMENT LIMITED - and - AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC. and TPNP HOLDINGS ENC.


IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDEDand SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, as Court File No. CV-18-00595177-00CLamended


[COMMERCIAL LIST]

Proceeding commenced at TORONTO


LOOPSTRA NIXON LLP135 Queens Plate Drive - Suite 600 Toronto, ON M9W 6V7

R. Graham Phoenix (LSUC # 52650N)Tel: (416) 748-4776Fax: (416)746-8319 Email: [email protected] for the Applicant, Kooy Brothers Lawn Equipment Limited

iU 129947.1}


Superior Court of Justice oc/_Commercial List

FILE/DIRECTION/ORDER

Court File Number: (ZXJ 1^ '• DO

kh-PM

AND

/Vn ^:.dP Qdicijiûj

Case Management □ Yes □ No by Judge:.

Plaintiff(s)

Defendant(s)

Counsel Telephone No: Facsimile No:

tj. Pho^ni/

A- • 2\ u \ -t ■

I i Order [Z] Direction for Registrar (No formal order need be taken out)|~] Above action transferred to the Commercial List at Toronto (No formal order need be taken out)

[I] Adjourned to:_____________________________________□ Time Table approved (as follows):

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Judges Initials

TAB 2



COMMERCIAL LIST

BETWEEN:


- and -

AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC. and TPNP HOLDINGS INC.

Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKR UPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND

SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.0.1990, c. C.43, AS AMENDED

FIRST REPORT OF THE COURT-APPOINTED RECEIVER

SEPTEMBER 28, 2018

Appointment Order and Endorsement

First Information Request (September 12, 2018)

Second Information Request, without attachments (September 14, 2018)

Third Information Request, without attachments (September 15, 2018)

Fourth Information Request, without attachments (September 17, 2018)

Mr. Guido’s email response (September 17, 2018)

Email from A&B to Mr. Guido regarding purported “without prejudice” communications (September 17, 2018)

Fifth Information Request, without attachments (September 18, 2018)

Sixth Information Request, without attachments (September 21, 2018)

Mr. Guido’s email response (September 21,2018)

Endorsement of the Honourable Mr. Justice Penny (September 24, 2018)

Seventh Information Request, without attachments (September 25, 2018)

Eighth Information Request (September 26, 2018)

Mr, Guido’s email response (September 26, 2018)

Email from the Receiver to Mr. Guido regarding purported “without prejudice” communications (September 27, 2018)

INTRODUCTION

1, Pursuant to the Order of the Honourable Madam Justice Chiappetta of the Ontario Superior

Court of Justice (Commercial List) (the “Court”) made September 12, 2018 (the “Appointment

Order”), which was made on the application of Kooy Brothers Lawn Equipment Limited (the

“Applicant”) pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985 c. B-

3, as amended (the “BIA”) and section 101 of the Courts of Justice Act, R.S.O, 1990, c, C.43, as

amended (the “CJA”), The Fuller Landau Group Inc. was appointed receiver (in such capacity,

the “Receiver”), without security, of:

(a) all the assets, undertakings and properties of Amsen Quarry Limited (“Amsen”),

including, without limitation, the real property located at the address known

municipally as 136 The Bury Road, South Bruce Peninsula, Ontario (the “Amsen

Quarry”), and all proceeds thereof, including, without limitation, any interest that

TPNP Holdings Inc. may have therein (collectively, the “Amsen Property”); and

(b) the equipment of Royal Canadian Bedrock Inc, (“RGB”, and together with Amsen,

the “Debtors”) that is listed on Schedule “A” to the Appointment Order (the “RGB

Equipment”, and together with the Amsen Property, the “Property”).

2, A copy of the Appointment Order and corresponding endorsement are attached collectively

as Appendix “A” to this first report to Court of the Receiver (the “First Report”).

3, The purpose of this First Report is to advise the Court of the Receiver’s requests for

information about the Debtors and the Property from Mr. Anthony Guido, the Debtors’ principal,

and Mr. Guido’s responses to date.

2

TERMS OF REFERENCE

4. In preparing and filing this First Report, the Receiver has been provided with limited

information and has relied on discussions and correspondence with Mr. Guido and the Applicant

(the “Information”). The Receiver expresses no opinion, or other form of assurance, in respect

of the Information.

RECEIVER’S COMMUNICATIONS WITH MR. GUIDO

5. On September 12, 2018, the Receiver sent two e-mails to Mr, Guido, providing him with,

amongst other things, the Appointment Order, a listing of the RGB Equipment and a listing of

certain of Amsen’s equipment (together with the RGB Equipment, the “Equipment”), and

requesting that he: (a) provide the Receiver with certain information/documents, including,

without limitation, the location of the Equipment; and (b) meet with the Receiver the next day at

the Amsen Quarry (collectively, the “First Information Request”). A copy of the First

Information Request (without the Appointment Order) is attached as Appendix “B” to this First

Report,

6. Mr, Guido responded on that date by an email to the Receiver marked “without prejudice,”

which, amongst other things, did not disclose the location of the Equipment. He advised the

Receiver that he would not be at the Amsen Quarry on September 13, but that someone would be

there to meet the Receiver,

7. On September 13, 2018, the Receiver attended at the Amsen Quarry. Only one piece of

the Equipment was identified, but the Receiver could not access the two buildings onsite because

large boulders were blocking entry. The Receiver drove to another nearby quarry in which the

3

Receiver understands that Mr. Guido has an interest. Mr, Guido was not there, and the Receiver

met with someone who identified himself as an employee. The Receiver requested a tour of this

nearby quarry for the purpose of determining if any of the Equipment were onsite, but the

employee advised the Receiver that Mr. Guido would not allow access without an appointment

and that Mr. Guido would email the locations of the Equipment to the Receiver.

8. On September 14, 2018, the Receiver sent a second email to Mr. Guido (the “Second

Information Request”), requesting for a second time the information/documents requested in the

First Information Request. A copy of the Second Information Request (without attachments) is

attached as Appendix “C” to this First Report.

9. Mr. Guido did not respond to the Second Information Request.

10. On September 15, 2018, the Receiver sent a third email request to Mr. Guido (the “Third

Information Request”), requesting for a further time the information/documents requested in the

First Information Request and the Second Information Request. A copy of the Third Information

Request (without attachments) is attached as Appendix “D” to this First Report,

11. By September 17, 2018, Mr. Guido had still not responded to the Second Information

Request or the Third Information Request.

12. The Receiver’s legal counsel, Aird & Berlis LLP (“A&B”), therefore wrote to Mr. Guido

and the Debtors’ legal counsel on September 17, 2018, reiterating the requirement of Mr. Guido

and the Debtors to cooperate with the Receiver, requesting their immediate cooperation and

requesting for a further time the information/documents requested in the First Information Request,

the Second Information Request and the Third Information Request (the “Fourth Information

4

Request”). A copy of the Fourth Information Request (without attachments) is attached as

Appendix “E” to this First Report.

13. Mr. Guido responded to the Third Information Request by email a few minutes after the

Fourth Information Request was sent. A copy of Mr, Guido’s email is attached as Appendix “F”,

in which he advises that:

(a) he is out of the office;

(b) there are no financial statements, trial balances, T2 statements or accounting

software for “Amsen Quarry” since its acquisition in May 2014;

(c) most of the Equipment “is bogus as it never existed nor confirmed to be delivered>,i,

(d) he would provide the Receiver shortly with a list of equipment that is not Property

and which he requires to be removed from the Amsen Quarry; and

(e) he would “follow up Math remainder of information shortly"

14. Mr. Guido also responded on September 17, 2018 to the Fourth Information Request by

way of an email that was once again marked “without prejudice,” This email once again did not

disclose the location of the Equipment, The Receiver’s legal counsel immediately replied to Mr,

Guido, advising, in substance, that responses to the Receiver’s requests for information could not

be provided on a without prejudice basis. A copy of this communication from A&B is attached as

Appendix “G” to this First Report.

5

15. On September 18, 2018, the Debtors’ legal counsel advised that it intended to schedule a

motion for an accounting at a 9:30 court attendance on Monday, September 24, 2018, which

prompted a series of emails amongst the Debtors’ legal counsel, the Applicant’s legal counsel and

A&B. As part of this email chain, A&B reiterated that the Receiver’s information requests had

largely gone unanswered and requested for a further time that the information/documents

requested in the First Information Request, the Second Information Request, the Third Information

Request and the Fourth Information Request be provided (the “Fifth Information Request”). A

copy of the Fifth Information Request (without attachments) is attached as Appendix “H” to this

First Report.

16. By September 20, 2018, Mr. Guido had still not responded to the Fifth Information

Request.

17. A&B therefore wrote to Mr, Guido and the Debtors’ legal counsel once again on September

20, 2018, reiterating the requirement of Mr. Guido and the Debtors to cooperate with the Receiver,

requesting their immediate cooperation and requesting for a further time the

information/documents requested in the First Information Request, the Second Information

Request, the Third Information Request, the Fourth Information Request and the Fifth Information

Request (the “Sixth Information Request”). A copy of the Sixth Information Request (without

attachments) is attached as Appendix “I” to this First Report,

18. At the end of the day on Friday September 21,2018, Mr. Guido provided partial responses

to the Receiver, including the location of 8 of the 25-plus pieces of Equipment. Mr, Guido also

claimed that, of the remaining 17-plus pieces of Equipment, 13 pieces did not exist. A copy of

6

Mr, Guido’s response, which the Receiver notes also attaches certain past communications that he

had marked “without prejudice”, is attached as Appendix “J” to this First Report.

19, On Monday, September 24, 2018, the Honourable Mr, Justice Penny adjourned the

Debtors’ scheduling request to a 9:30 court attendance before the Honourable Madam Justice

Chiappetta on Tuesday, October 2, 2018, A copy of His Honour’s endorsement is attached as

Appendix “K” to this First Report.

20. On September 25, 2018, the Receiver wrote to Mr, Guido (the “Seventh Information

Request”), a copy of which is attached (without attachments) as Appendix “L”, seeking, amongst

other things:

a) Mr, Guido’s cooperation in permitting the removal of the Equipment that he

identified as being located at other properties under his control;

b) an explanation/clarification regarding the purported 13 pieces of non-existent

Equipment; and

c) a further request for a response to the outstanding items and information from the

First Information Request, the Second Information Request, the Third Information

Request, the Fourth Information Request, the Fifth Information Request and the

Sixth Information Request, including, without limitation, the location of three

pieces of Equipment that Mr, Guido had still not addressed,

21. By September 26, 2018, Mr, Guido had not responded to the Seventh Information Request,

7

22. On September 26, 2018, the Receiver sent Mr. Guido a follow-up request (the “Eighth

Information Request”), seeking a response to the Seventh Information Request and specifically

seeking confirmation as to whether the Equipment located at Mr. Guido’s other properties is

operable so that Receiver can coordinate their immediate removal. A copy of the Eighth

Information Request is attached as Appendix “M” to this First Report.

23. Mr, Guido responded by email on September 26, 2018 to the Eighth Information Request,

indicating that he would call the following day to coordinate a time and access for the removal of

the Equipment located at his other properties and to “follow’ up on other open items” A copy of

this email from Mr. Guido is attached as Appendix “N” to this First Report.

24. Mr. Guido did speak to the Receiver on September 27, 2018, but once again only on a

purported “without prejudice” basis. Following the telephone call, Mr, Guido also sent an email

to the Receiver, which was also marked “without prejudice.” The Receiver emailed Mr. Guido

once again, requiring that his answers to the Receiver’s information requests be on a “with

prejudice” basis. A copy of the Receiver’s email is attached as Appendix “O” to this First Report.

CONCLUSION

25. As of the time of finalizing this First Report, and putting aside Mr. Guido’s purported

“without prejudice” communications, Mr. Guido has not responded to the balance of the

Receiver’s information requests and questions as outlined below:

a) an explanation/clarification regarding the purported 13 pieces of non-existent Equipment,

including, without limitation, the location of this Equipment if it does in fact exist;

8

b) the location of an additional three pieces of Equipment that Mr. Guido has still not

addressed in any fashion;

c) keys for all the Equipment;

d) machine hours for all the Equipment;

e) a list of all equipment/property (including, without limitation, the respective serial

numbers) at the Amsen Quarry that Mr, Guido claims does not constitute Property, together

with supporting documents proving its ownership;

f) the status of any insurance policies;

g) an aged payable trial balance, or confirmation that there are no unsecured creditors, and

copies of the most recent assessments and a statement of account from Canada Revenue

Agency for payroll source deductions and HST;

h) application documents and site plans relating to Amsen’s class A license, and

documents/details related to the quality and quantity of the remaining reserves at the

Amsen Quarry;

i) appraisal reports, geological reports, and rehabilitation reports;

j) building/floor plans; and

k) details relating to the known local and regional royalty rates, or agreements to extract

material.

9

26. The limited cooperation, delayed and partial answers and lack of records provided by Mr.

Guido has delayed and hindered the Receiver’s ability to execute its mandate. Of particular

concern is the need for the Receiver to develop and implement a formal marketing and sale process

for the Property, and to otherwise take action to deal with and take steps to protect the Property,

prior to the commencement of adverse weather conditions during the fall and winter months,

All of which is respectfully submitted this 28th day of September 2018,

The Fuller Landau Group Inc,,in its capacity as the court-appointed receiver of the Property

APPENDIX A

Court File No. CV-18-00595177-OOCL


(COMMERCIAL LIST)

THE .HONOURABLEMK'

JUS"LIGE GillAPPETTA

) WEDNESDAY, THE 1211')v DAY OF SEPTEMBER, 2018


Applicant

- and -


and TPNP HOLDINGS INC,

Respondents

IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED and SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, as amended


THIS APPLICATION made by Kooy Brothers Lawn Equipment Limited (“Kooy”) for

an Order pursuant to subsection 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c, B-

3, as amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O, 1990, c. C.43, as

amended (the "CIA") appointing The Fuller Landau Group Inc, as receiver (in such capacity, the

"Receiver"), without security, of: (a) all of the assets, undertakings and properties of Amsen


{!.! 129947.1)

-2-

and (b) certain equipment of Royal Canadian Bedrock Inc. (“RCB” and, together with Amsen, the

“Debtors”), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the order and endorsement of the Honourable Justice Pattillo made July

26, 2018 (the “Pattillo Order”) and the affidavit of Kevin Ford sworn August 29, 2018 and the

Affidavit of Anthony Guido sworn September 3, 2018, and on hearing the submissions of counsel

for Kooy and the Debtors on September 4, 10, and 12, 2018, and all such other counsel as were

present, no one appearing for any other party although duly served and on reading the consent of

The Fuller Landau Group Inc, to act as the Receiver,

SERVICE

1. THIS COURT ORDERS that the time for service of the notice of application and the

application record is hereby abridged and validated so that this application is properly returnable


APPOINTMENT

2. THIS COURT ORDERS that pursuant to the Pattillo Order, and subsection 243(1) of the

BIA and section 101 of the CJA, The Fuller Landau Group Inc. is hereby appointed as the Receiver,

without security, of: (a) all of the assets, undertakings and properties of Amsen acquired for, or

used in relation to a business carried on by Amsen, including, but not limited to, the real property

located at the address known municipally as 136 The Bury Road, South Bruce Peninsula, Ontario

and identified as PIN #33135-0103(LT) (the “Quarry”), and all proceeds thereof (collectively, the

"Amsen Property"), which for greater certainty includes any interest of TPNP Holdings Inc,

therein; and (b) the equipment of RGB enumerated in Schedule “A” attached hereto (the “RGB

Equipment” and, together with the Amsen Property, the “Property”),

(LI 129947.1 \

-3-

RECEIVER’S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

(a) as it concerns Amsen and the Amsen Property:

(i) to take possession of and exercise control over the Amsen Property


or from the Amsen Property;

(ii) to receive, preserve and protect the Amsen Property, or any part or


security codes, the relocating of Property to safeguard it, the

engaging of independent security personnel, the taking of physical



(in) to manage, operate, and carry on the business of Amsen, including

the powers to enter into any agreements, incur any obligations in the

ordinary course of business, cease to carry on all or any part of the

business, or cease to perform any contracts of Amsen;

(iv) to engage consultants, appraisers, agents, experts, auditors,





(v) to purchase or lease such machinery, equipment, inventories,

supplies, premises or other assets to continue the business of Amsen

or any part or parts thereof;

{],ii2yy47,[)

-4-

(vi) to receive and collect all monies and accounts now owed or hereafter

owing to Amsen and to exercise all remedies of Amsen in collecting

such monies, including, without limitation, to enforce any security

held by Amsen;

(vii) to settle, extend or compromise any indebtedness owing to Amsen;

(viii) to execute, assign, issue and endorse documents of whatever nature

in respect of any of the Property, whether in the Receiver's name or

in the name and on behalf of the Amsen, for any purpose pursuant

to this Order;

(ix) to initiate, prosecute and continue the prosecution of any and all


instituted with respect to Amsen, the Property or the Receiver, and




proceeding;

(x) to market any or all of the Amsen Property, including advertising




(xi) to sell, convey, transfer, lease or assign the Amsen Property or any



(2) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price

[LH2y947.11

-5-

exceeds the applicable amount set out in the preceding clause,


Personal Property Security Act or section 31 of the Ontario

Mortgages Act, as the case may be, shall not be required;

(xii) to apply for any vesting order or other orders necessary to convey

the Amsen Property or any part or parts thereof to a purchaser or


affecting such Amsen Property;

(xiii) to report to, meet with and discuss with such affected Persons (as


relating to the Amsen Property and these receivership proceedings,



(xiv) to register a copy of this Order and any other Orders in respect of

the Amsen Property against title to any of the Amsen Property;

(xv) to apply for any permits, licences, approvals or permissions as may



name of Amsen;

(xvi) to enter into agreements with any trustee in bankruptcy appointed in

respect of Amsen, including, without limiting the generality of the

foregoing, the ability to enter into occupation agreements for any

property owned or leased by Amsen;

(xvii) to exercise any shareholder, partnership, joint venture or other rights

which Amsen may have; and

|). 1129947.1}

-6-

(xviii) to take any steps reasonably incidental to the exercise of these

powers or the performance of any statutory obligations; and

(b) as it concerns RGB and the RGB Equipment:

(i) to take possession of and exercise control over the RGB Equipment


or from the RGB Equipment;

(ii) to receive, preserve and protect the RGB Equipment, or any part or


security codes, the relocating of RGB Equipment to safeguard it, the

engaging of independent security personnel, the talcing of physical



(ill) to engage consultants, appraisers, agents, experts, auditors,





(iv) to settle, extend or compromise any indebtedness owing to RGB

insofar' as it pertains to or impacts the RGB Equipment;

(v) to execute, assign, issue and endorse documents of whatever nature

in respect of any of the RGB Equipment, whether in the Receiver's

name or in the name and on behalf of RGB, for any purpose pursuant

to this Order;

(vi) to initiate, prosecute and continue the prosecution of any and all


instituted with respect to the RGB Equipment or the Receiver, and


{Ul2‘W7,il

-7-



proceeding;

(vii) to market any or all of the RGB Equipment, including advertising




(viii) to sell, convey, transfer, lease or assign the RGB Equipment or any



(2) with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause,


Personal Property Security Act shall not be required;

(ix) to apply for any vesting order or other orders necessary to convey

the RGB Equipment or any part or parts thereof to a purchaser or


affecting such RGB Equipment;

(x) to report to, meet with and discuss with such affected Persons (as


relating to the RGB Equipment and these receivership proceedings,



||.|I2*W7.I|

-8-

(xi) to apply for any permits, licences, approvals or permissions as may



name of RGB, in respect of the RGB Equipment; and

(xii) to take any steps reasonably incidental to the exercise of these

powers or the performance of any statutory obligations,

and in each case where the Receiver takes any such actions or steps, it shall be exclusively

authorized and empowered to do so, to the exclusion of all other Persons (as defined below),

including the Debtors, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that: (i) the Debtors and TPNP Holdings Inc., (ii) all of such

parties’ current and former directors, officers, employees, agents, accountants, legal counsel and

shareholders, and all other persons acting on its instructions or behalf; and (iii) all other

individuals, firms, corporations, governmental bodies or agencies, or other entities having notice

of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall

forthwith advise the Receiver of the existence of any Property in such Person's possession or

control, shall grant immediate and continued access to the Property to the Receiver, and shall

deliver all such Property to the Receiver upon the Receiver's request, Without limiting the

foregoing, the Debtors and Mr. Anthony Guido shall, forthwith upon the Receiver’s request, advise

the Receiver of the known locations of any of (a) the RGB Equipment or (b) equipment leased,

owned or held by Amsen, regardless of whether such equipment is in “possession or control” of

the Debtors or Mr. Guido.

5, THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence of any books, documents, securities, contracts, orders, corporate and accounting records,

and any other papers, records and information of any kind related to the business or affairs of

Amsen or related to the RGB Equipment, and any computer programs, computer tapes, computer

disks, or other data storage media containing any such information (the foregoing, collectively, the

"Records") in that Person's possession or control, and shall provide to the Receiver or permit the

|UI29M7.)|

-9-

Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access

to and use of accounting, computer, software and physical facilities relating thereto, provided

however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery

of Records, or the granting of access to Records, which may not be disclosed or provided to the

Receiver due to the privilege attaching to solicitor-client communication or due to statutory

provisions prohibiting such disclosure,

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver, Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and providing

the Receiver with any and all access codes, account names and account numbers that may be

required to gain access to the information,

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver’s intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal, The relevant landlord shall be entitled to

have a representative present in the leased premises to observe such removal and, if the landlord

disputes the Receiver’s entitlement to remove any such fixture under the provisions of the lease,

such fixture shall remain on the premises and shall be dealt with as agreed between any applicable

secured creditors, such landlord and the Receiver, or by further Order of this Court upon

application by the Receiver on at least two (2) days notice to such landlord and any such secured

creditors,

NO PROCEEDINGS AGAINST THE RECEIVER

(U 129947.1 )

- 10-

8. THIS COURT ORDERS that no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except

with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTORS OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of Amsen, the Amsen

Property or the RGB Equipment shall be commenced or continued except with the written consent

of the Receiver or with leave of this Court and any and all Proceedings currently under way against

or in respect of Amsen, the Amsen Property or the RCB Equipment are hereby stayed and

suspended pending further Order of this Court,

NO EXERCISE OF RIGHTS OR REMEDIES

10. THIS COURT ORDERS that all rights and remedies against Amsen, the Receiver, or

affecting the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that nothing

in this paragraph shall (i) empower the Receiver or the Debtors to carry on any business which the

Debtors are not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtors from

compliance with statutory or regulatory provisions relating to health, safety or the environment,

(hi) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent

the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence

or permit in favour of or held by Amsen, without written consent of the Receiver or leave of this

Court.

LIMITATIONS RE: RCB and TPNP HOLDINGS INC.

12. THIS COURT ORDERS that, for greater certainty:

(a) as concerns RCB:

11.1129947.11

-11 -

(i) the stay of proceedings established pursuant to this Order shall

extend only to the RGB Equipment and RGB’s interest in the same,

and shall not extend to RGB generally or to any other assets,

properties or undertakings of RGB; and

(ii) the Receiver is not, and shall not be deemed to be, a “receiver” as





legislation; and

(b) as concerns TPNP Holdings Inc, (“TPNP”);

(i) the Receiver is hereby appointed in respect of TPNP only to the

extent of TPNP’s interest in the Quarry, if any, which Quarry

comprises part of the Amsen Property;

(ii) the stay of proceedings established pursuant to this Order shall

extend only to TPNP’s interest in the Quarry, if any, and shall not

extend to TPNP generally or to any other assets, properties or

undertakings of TPNP; and

(iii) the Receiver is not, and shall not be deemed to be, a “receiver” as





legislation,

provided that, in all cases, each of the foregoing limitations is subject to further order of the Court.

(U 129*147.1)

- 12-

CONTINUATION OF SERVICES

13. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtors or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtors are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the supply of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of Amsen’s current telephone

numbers, facsimile numbers, internet addresses and domain names, provided in each case that the

normal prices or charges for all such goods or services received after the date of this Order are

paid by the Receiver in accordance with normal payment practices of the Debtors or such other

practices as may be agreed upon by the supplier or service provider and the Receiver, or as may

be ordered by this Court.

RECEIVER TO HOLD FUNDS

14. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of

payments received or collected by the Receiver from and after the making of this Order from any

source whatsoever, including, without limitation, the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whether in existence on the date of this

Order or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit

of such Post Receivership Accounts from time to time, net of any disbursements provided for

herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any

further Order of this Court.

EMPLOYEES

15. THIS COURT ORDERS that all employees of the Debtors shall remain the employees

of the Debtors until such time as the Receiver, if so empowered hereby, on the subject Debtor’s

behalf, may terminate the employment of such employees. The Receiver shall not be liable for any

employee-related liabilities, including any successor employer liabilities as provided for in section

14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing

(Uf29!M7.f |

- 13-

to pay, or in respect of its obligations under sections 81,4(5) or 81,6(3) of the BIA or under the

Wage Earner Protection Program Act.

PIPEDA

16. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver shall disclose personal

information of identifiable individuals to prospective purchasers or bidders for the Property and to

their advisors, but only to the extent desirable or required to negotiate and attempt to complete one

or more sales of the Property (each, a "Sale"), Each prospective purchaser or bidder to whom such

personal information is disclosed shall maintain and protect the privacy of such information and

limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale,

shall return all such information to the Receiver, or in the alternative destroy all such information.

The purchaser of any Property shall be entitled to continue to use the personal information

provided to it, and related to the Property purchased, in a manner which is in all material respects

identical to tire prior use of such information by the Debtors, and shall return all other personal

information to the Receiver, or ensure that all other personal information is destroyed,

LIMITATION ON ENVIRONMENTAL LIABILITIES

17. THIS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or collectively,

"Possession") of any of the Property that might be environmentally contaminated, might be a

pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of

a substance contrary to any federal, provincial or other law respecting the protection, conservation,

enhancement, remediation or rehabilitation of the environment or relating to the disposal of waste

or other contamination including, without limitation, the Canadian Environmental Protection Act,

the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario

Occupational Health and Safety Act and regulations thereunder (the "Environmental

Legislation"), provided however that nothing herein shall exempt the Receiver from any duty to

report or make disclosure imposed by applicable Environmental Legislation, The Receiver shall

not, as a result of this Order or anything done in pursuance of the Receiver's duties and powers

(Ui2yy47.i)

-14-

under this Order, be deemed to be in Possession of any of the Property within the meaning of any

Environmental Legislation, unless it is actually in possession.

LIMITATION ON THE RECEIVER’S LIABILITY

18. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result

of its appointment or the carrying out the provisions of this Order, save and except for any gross

negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5)

or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order

shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any

other applicable legislation,

RECEIVER’S ACCOUNTS

19. THIS COURT ORDERS that the Receiver and its counsel shall be paid their reasonable

fees and disbursements, in each case at their standard rates and charges unless otherwise ordered

by the Court on the passing of accounts, and that the Receiver and its counsel shall be entitled to

and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such

fees and disbursements, both before and after the making of this Order in respect of these

proceedings, and that the Receiver's Charge shall form a first charge on the Property in priority to

all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of

any Person, but subject to sections 14.06(7), 81,4(4), and 81,6(2) of the BIA.

20. THIS COURT ORDERS that the Receiver and its legal counsel shall pass their accounts

from time to time, and for this purpose the accounts of the Receiver and its legal counsel are hereby

referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

21. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at

liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

fees and disbursements, including legal fees and disbursements, incurred at the standard rates and

charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

{U12W7.I]

- 15-

22. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider

necessary or desirable, provided that the outstanding principal amount does not exceed $200,000

(or such greater amount as this Court may by further Order authorize) at any time, at such rate or

rates of interest as it deems advisable for such period or periods of time as it may arrange, for the

purpose of funding the exercise of the powers and duties conferred upon the Receiver by this

Order, including interim expenditures, The whole of the Property shall be and is hereby charged

by way of a fixed and specific charge (the "Receiver’s Borrowings Charge") as security for the

payment of the monies borrowed, together with interest and charges thereon, in priority to all

security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any

Person, but subordinate in priority to the Receiver’s Charge and the charges as set out in sections

14.06(7), 81.4(4), and 81.6(2) of theBIA.

23. THIS COURT ORDERS that neither the Receiver’s Borrowings Charge nor any other

security granted by the Receiver in connection with its borrowings under this Order shall be

enforced without leave of this Court.

24. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates

substantially in the form annexed as Schedule "B" hereto (the "Receiver’s Certificates") for any

amount borrowed by it pursuant to this Order.

25. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver

pursuant to this Order or any further order of this Court and any and all Receiver’s Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates,

SERVICE AND NOTICE

26. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

'‘Protocol”) is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www,ontariocourts,ca/sci/practice/practice-directions/toronto/eservice-

commercial/) shall be valid and effective service. Subject to Rule 17.05 of the Rules of Civil

Procedure (the “Rules”) this Order shall constitute an order for substituted service pursuant to

jU 1399*1X1)

http://www,ontariocourts,ca/sci/practice/practice-directions/toronto/eservice-commercial/

http://www,ontariocourts,ca/sci/practice/practice-directions/toronto/eservice-commercial/

- 16-

Rule 16.04 of the Rules, Subject to Rule 3.01(d) of the Rules and paragraph 21 of the Protocol,

service of documents in accordance with the Protocol will be effective on transmission. This Court

further orders that a Case Website shall be established in accordance with the Protocol with the

following URL: httD.s://fullerllp,com/selected-active-engagements/.

27. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any

other materials and orders in these proceedings, any notices or other correspondence, by

forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile

transmission to the Debtors’ creditors or other interested parties at their respective addresses as

last shown on the records of the Debtors and that any such service or distribution by courier,

personal delivery or facsimile transmission shall be deemed to be received on the next business

day following the date of forwarding thereof, or if sent by ordinary mail, on the third business day

after mailing,

GENERAL

28. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for

advice and directions in the discharge of its powers and duties hereunder.

29. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting

as a trustee in bankruptcy of either of the Debtors.



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

All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to

make such orders and 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,

31. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and for assistance in carrying out the terms of this Order, and that

- 17 -

the Receiver is authorized and empowered to act as a representative in respect of the within

proceedings for the purpose of having these proceedings recognized in a jurisdiction outside

Canada.

32, THIS COURT ORDERS that Kooy shall have its costs of this application, up to and

including entry and service of this Order, provided for by the terms of Kooy’s security or, if not

so provided by Kooy’s security, then on a substantial indemnity basis to be paid by the Receiver

from the Debtors’ estates with such priority and at such time as this Court may determine,

33, THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

likely to be affected by the order sought or upon such other notice, if any, as this Court may order.

ENTERED AT 11NSCR1T A TORONTO ON/BOOK NO;LE / DANS IE REGISTRE NO;

SEP 1 2 2018

{I. I I2WJ7.I |

SCHEDULE "A"

RGB EQUIPMENT

Year Make Model Serial Description

2003 Wilson 11-6 HD30-11630-03149

OverheadGantry Saw

1997 CAT 980G 2KR01235 Wheel Loader

2013 Kubota IKX057-4GA

21846 Excavator

2005 Volvo L220E EV3530 Wheel Loader

2014 Kubota ISVL90-2HFC

13943 Skid SteerLoader

2008 JCB 436HT JCB43600L71305303

Wheel Loader

2011 JCB 456HT JCB45600H01304170

Wheel Loader

2010 ParkIndustries

PYTHONII

138368 Diamond Saw

2013 Daewoo LOLAR3000-V

1305 Excavator C/WRTS SA

1998 Fiat Allis FR220 DGM40659MOEST010M

Wheel Loader

2005 CAT 908 CAT00908LTAR00543

Wheel Loader

2000 OGDEN 8-40300 OG1058 Stone Splitter

2008 ParkIndustries

36-16-150 109542 Stone Splitter

2008 ParkIndustries

PCDC-30-120

109543 Conveyer with skid loader

| l.ll JW7.il

- 2 -

SCHEDULE"B"

RECEIVER CERTIFICATE

CERTIFICATE NO.______________

AMOUNT $

1. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver (in such capacity,

the "Receiver"), without security, of: (a) all of the assets, undertakings and properties of Amsen


and (b) certain equipment of Royal Canadian Bedrock Inc. (“RCB” and, together with Amsen, the

“Debtors”) (the “Property”) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated the ffff day of lUt 2018 (the "Order") made in an

application having Court file number §§§§, has received as such Receiver from the holder of this

certificate (the "Lender") the principal sum of $§j§|j, being part of the total principal sum of $||§|

which the Receiver is authorized to borrow under and pursuant to the Order,

2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily] [monthly not in advance on the §§§§ day of each

month] after the date hereof at a notional rate per annum equal to the rate of §3 per cent above

the prime commercial lending rate of Royal Bank of Canada from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver

(UI2WW7.1)

-3-

to any person other than the holder of this certificate without the prior written consent of the holder

of this certificate,

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Property as authorized by the Order and as authorized by any further or other order of the

Court,

7, The Receiver does not undertake, and it is not under any personal liability, to pay any sum

in respect of which it may issue certificates under the terms of the Order,

DATED the_____day of_________ . 20_.

The Fuller Landau Group Inc., solely in its capacity as the Receiver of the Property, and not in its personal capacity

Per: ___________________________________Name:Title:

(u nmi.n

KOOY BROTHERS LAWN EQUIPMENT LIMITED - and - AMSEN QUARRY LIMITED, ROYAL CANADIAN BEDROCK INC. and TPNP HOLDINGS INC.


IN THE MATTER OF AN APPLICATION PURSUANT TO SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDEDand SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, as Court File No. CV-18-00595177-00CLamended


[COMMERCIAL LIST]

Proceeding commenced at TORONTO


LOOPSTRA NIXON LLP135 Queens Plate Drive — Suite 600 Toronto, ON M9W 6V7

R. Graham Phoenix (LSUC # 52650N)Tel: (416) 748-4776Fax: (416)746-8319 Email: [email protected] for the Applicant, Kooy Brothers Lawn Equipment Limited

(LI129M7.IJ


Court File Number: CXI iffi ’* DO l^l-]



OCL_

kfp ou

AND

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Plaintiff(s)

Defendant(s)

Case Management Q Yes Q No by Judge:

Counsel Telephone No: Facsimile No:

C-1. Pho^foi/

A- - 'L\ u \ -t -

□ Order CD Direction for Registrar (No formal order need be taken out)[~~1 Above action transferred to the Commercial List at Toronto (No formal order need be taken out)

□ Adjourned to:_________________[D Time Table approved (as follows):

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Q^dditional Pages

'c-vA/S-/Judge's Signature

Court File Number; _

Superior Court of Justice Commercial List

FILE/DSRECTION/ORDER


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Page of. Judges Initials —•c9



FILE/D8RECTION/ORDER

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Page 3 of. Judges Initials

Court File Number:.

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F1LE/DIRECTIQN/ORDER


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Page of. Judges Initials

Court File Number:


FILE/DSRECTION/ORDER


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Judges Initials