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Court File No. 1801-04745 Court Court of Queen's Bench of Alberta Judicial Centre Calgary Plaintiff Defendant Applicant Hills

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Court File No. 1801-04745 Court Court of Queen's Bench of Alberta Judicial Centre Calgary Plaintiff Defendant Applicant Hills Form 27 [Rule 6.3] Clerk’s Stamp COURT FILE NO. 1801-04745 COURT COURT OF QUEEN’S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY PLAINTIFF HILLSBORO VENTURES INC. DEFENDANT CEANA DEVELOPMENT SUNRIDGE INC. IN THE MATTER OF THE RECEIVERSHIP OF CEANA DEVELOPMENT SUNRIDGE INC. APPLICANT ALVAREZ & MARSAL CANADA INC. in its capacity as Court-appointed Receiver and Manager of the assets, undertakings and properties of CEANA DEVELOPMENT SUNRIDGE INC. DOCUMENT APPLICATION (Advice and Directions & Approval of Receiver’s Actions, Conduct and Fees & Sealing of Confidential Appendices) ADDRESS FOR SERVICE Torys LLP AND CONTACT 4600 Eighth Avenue Place East INFORMATION OF 525 - Eighth Ave SW PARTY FILING THIS Calgary, AB T2P 1G1 DOCUMENT Attention: Kyle Kashuba Telephone: +1 403.776.3744 Fax: +1 403.776.3800 Email: [email protected] File No. 39108-2003 NOTICE TO RESPONDENTS on the Service List attached as Schedule “A”. This Application is made against you. You are the Respondents. You have the right to state your side of this matter before the Justice. To do so, you must be in Court when the Application is heard as shown below: Date: Monday, May 17, 2021 Time: 3:00 p.m. Where: Calgary Courts Centre, via WebEx videoconference Before Whom: Madam Justice K.M. Eidsvik, of the Commercial List 32257655.9 - 2 - Go to the end of this document to see what else you can do and when you must do it. Remedy claimed or sought: 1. Alvarez & Marsal Canada Inc., in its capacity as Court-appointed receiver and manager (the “Receiver”) of the assets, undertakings and properties (the “Property”) of Ceana Development Sunridge Inc. (“Ceana” or the “Debtor”), pursuant to the receivership order granted on July 3, 2019, which was amended and restated on June 17, 2020 (the “Amended and Restated Receivership Order”), respectfully seeks the following relief: (a) an Order, in substantially the form attached hereto as Schedule “B”: (i) declaring that the time for service of the within application and supporting materials (the “Application”) be abridged if necessary, that the Application is properly returnable on the scheduled date and that service of this Application on the service list attached hereto as Schedule “A” is validated and deemed to be good and sufficient, and that further service of the Application be dispensed with; (ii) providing the Court’s advice and directions regarding disclosure of copies of certain documents that Mr. Sukhdeep Dhaliwal has requested pursuant to his Application that is scheduled to be heard on May 17, 2021; (iii) approving the previously undertaken and proposed go-forward actions, conduct and activities of the Receiver and those of the Receiver’s legal counsel, and the Receiver’s statement of receipts and disbursements, as set out and described in the seventh report of the Receiver, dated May 6, 2021 (the “Seventh Report”); (iv) approving the professional fees, receipts and disbursements of the Receiver, and those of the Receiver’s legal counsel for the period of January 1, 2021 to April 30, 2021 as set forth in the Seventh Report; and (v) providing additional directions regarding the sealing of Confidential Appendices 1 to 3 to the First Report of the Receiver, and Confidential Appendices 1 to 3 to the Second Report of the Receiver; and (b) such other relief as may be sought by the Receiver and granted by this Honourable Court. 32257655.9 - 3 - Grounds for making this Application: Actions, Conduct and Fees 2. On July 3, 2019, following the Application of Hillsboro Ventures Inc. (“Hillsboro”), Alvarez & Marsal Canada Inc. was appointed Receiver over the Property of the Debtor, which order, as noted above, was amended and restated on June 17, 2020. 3. The efforts of the Receiver in relation to the matters discussed and set out in the Seventh Report, including, without limitation, in relation to the Receiver’s efforts made in connection with the sale of certain assets to Hillsboro, transfer of trust funds in Torys LLP’s trust account to certain parties in compliance with the orders of this Court, together with the potential assignment of the joint venture agreements to Hillsboro, have been or will be duly undertaken as part of the Receiver’s Court-ordered mandate in these proceedings. 4. All of the actions and conduct in respect of the fees and disbursements incurred by the Receiver and its legal counsel during the course of the administration of the within proceedings as reported in the Seventh Report are reasonable and necessary, and have been validly undertaken and incurred in connection with the conduct of the Receiver’s obligations herein in relation to the Ceana Property. Sealing of Confidential Appendices 1 to 3 to both the First Report and the Second Report of the Receiver 5. Confidential Appendices 1 to 3 of the First Report contain matters of a sensitive commercial nature, including proposals, valuations, realization analysis, and other sensitive information, including sensitive information of third parties, and Confidential Appendices 1 to 3 to the Second Report contain sensitive commercial information provided by real estate brokerages, purchasers, and includes correspondence between the Debtor’s former legal counsel and the lenders, or communications with other stakeholders (collectively, the “Confidential Information”). 6. The publication or dissemination of the Confidential Information, inter alia: (a) could result in harm and be highly prejudicial to the third parties’ whose confidential information and/or documentation form part of the Confidential Information, and/or (b) may negatively impact potential realizations on the sale of the various units of the project that was subject to the Receivership Proceedings. 7. The sealing Order being sought is the least restrictive and least prejudicial alternative to prevent the dissemination of the commercially sensitive Confidential Information, such that is fair and just in the circumstances to restrict public access to the Confidential Information. 32257655.9 - 4 - 8. Counsel to the Receiver completed and submitted a Notice to Media of Application to Restrict Access, in respect of sealing the Confidential Information. 9. The terms as set out in the proposed form of Order attached hereto are necessary to effect the sealing of the Confidential Appendices to the First Report and to the Second Report. 10. Such further and other grounds as counsel may advise and this Honourable Court may permit. Material or evidence to be relied on: 11. All pleadings, proceedings, orders, affidavits, reports and other materials filed in Alberta Court of Queen’s Bench Action No. 1801-04745, and in particular the Amended and Restated Receivership Order. 12. The Seventh Report of the Receiver. 13. The schedules to this Application, and in particular the proposed form of Order being sought. 14. Notice to Media of Application to Restrict Access. 15. The inherent jurisdiction of this Honourable Court to control its own process. 16. Such further and other material and evidence as counsel may advise and this Honourable Court may permit. Applicable rules: 17. Part 6, Division 4, and in particular Rules 6.28(b) and 6.29; Part 6, Division 7, and in particular Rules 6.47(e) and (f), and, Part 13, Rule 13.5, and such further and other Rules as counsel may advise and that this Honourable Court may permit. Applicable Acts and regulations: 18. Bankruptcy and Insolvency Act, RSC 1985, c B-3. 19. Judicature Act, RSA 2000, c J-1. 20. Such further and other acts and regulations as this Honourable Court may allow. Any irregularity complained of or objection relied on: 21. None. 32257655.9 - 5 - How the Application is proposed to be heard or considered: 22. Oral submissions by counsel at an Application in Commercial List Chambers as agreed and scheduled by counsel, scheduled to be heard via WebEx videoconference on May 17, 2021 at 3:00 p.m. before the Honourable Madam Justice K.M. Eidsvik, of the Commercial List. AFFIDAVIT EVIDENCE IS REQUIRED IF YOU WISH TO OBJECT. WARNING If you do not come to Court either in person or by your lawyer, the Court may give the Applicant(s) what they want in your absence. You will be bound by any order that the Court makes. If you want to take part in this Application, you or your lawyer must attend in Court on the date and at the time shown at the beginning of the form. If you intend to rely on an affidavit or other evidence when the Application is heard or considered, you must reply by giving reasonable notice of the material to the Applicant. 32257655.9 - 6 - Schedule “A” Service List [See attached.] 32257655.9 Service List – Updated April 15, 2021 In the Matter of the Receivership of Ceana Development Sunridge Inc. Alberta Court of Queen's Bench Action No. 1801-04745 Party Mode of Service Representing Torys LLP Email: Counsel to the Receiver Suite 4600, 525 - 8 Avenue SW [email protected]; Eighth Avenue Place East [email protected] Calgary, AB T2P 1G1 Attn: Kyle Kashuba Jessie Mann Alvarez & Marsal Canada Inc. Email: Receiver and Manager of Bow Valley Square IV [email protected]; Ceana Development 1100, 250 – 6th Avenue SW [email protected]; Sunridge Inc. Calgary, AB T2P 3H7 [email protected] Attn: Orest Konowalchuk Chad Artem David Williams Dentons Canada LLP Email: Counsel to Hillsboro 850 – 2nd Street SW [email protected] Ventures Inc. Calgary, AB T2P 0R8 *Instrument Registered Attn: Derek Pontin against COT Glenn & Card LLP Email: Counsel to Ceana #100, 2886 Sunridge Way NE [email protected] Development Sunridge Inc. Calgary, AB T1Y 7H9 Attn: Thomas Glenn KH Dunkley Law Group Email: Former counsel to Ceana 1915 32 Ave NE #20 [email protected] Development Sunridge Inc., Calgary, AB T2E 7C8 with respect to purchase Attn: Khalil Haji deposits Shameer Gaidhar Email: Representative of Bahadur [email protected] (Bob) Gaidhar Guarantor / Shareholder Email: [email protected] Burnett Duckworth & Palmer LLP Email: Counsel to Connect First 2400, 525-8th Avenue SW [email protected] Credit Union Ltd.
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