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Application (Approval of Proposal) Filed April 19, 2021

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Application (Approval of Proposal) Filed April 19, 2021 B201 718482 COURT FILE NUMBER 25-2718482 COURT COURT OF QUEEN’S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY $50 COM IN THE MATTER OF THE NOTICE OF April 27 2021 INTENTION TO MAKE A PROPOSAL Justice Neufeld OF PROPOSAL OF GAIN ENERGY LTD. DOCUMENT APPLICATION (Approval of Proposal) ADDRESS FOR SERVICE AND MLT AIKINS LLP CONTACT INFORMATION OF 2100, 222 - 3rd Ave SW PARTY FILING THIS DOCUMENT Calgary, Alberta T2P 0B4 Phone: 403.693.5420/4347 Fax: 403.508.4349 Attention: Ryan Zahara/Catrina Webster File: 0026391.00013 NOTICE TO RESPONDENTS, This application is made against you. You are a respondent. You have the right to state your side of this matter before the master. To do so, you must be in Court when the application is heard as shown below: Date: April 27, 2021 Time: 2:00 pm Where: VIA WEBEX Before Whom: The Honourable Justice R.A. Neufeld 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. KPMG Inc. (the "Proposal Trustee" or "KPMG"), is seeking an Order substantially in the form attached hereto as Schedule "A" for the following: (a) abridging the time for, and validating service of, this Application on the parties set out in the Service List attached hereto as Schedule "B" and the materials filed in support of this Application, if necessary, and dispensing with service on any party not served; (b) approving and sanctioning (the “Proposal Approval Order”) a proposal dated March 8, 2021 (the “Proposal”) to the creditors of Gain Energy Ltd. (“Gain 24729845 - 2 - Energy”) pursuant to sections 58 and 59 of the Bankruptcy and Insolvency Act, RSC 1985, c. B-3 (“BIA”); and (c) such further and other relief as may be sought by ATB and this Honourable Court. 2. Capitalized terms used herein but not defined bear the same meaning as set forth in the Proposal. Grounds for Making this Application: 3. The grounds upon which KPMG relies in making the Application for a Proposal Approval Order are as follows: Procedural Background (a) on March 8, 2021, Gain Energy filed a Division I Proposal pursuant to the BIA and KPMG was appointed as the Proposal Trustee of Gain Energy; (b) on March 15, 2021, KPMG provided Gain Energy’s known creditors with notice of a Meeting of Creditors to be held on March 29, 2021 and included: (i) a condensed statement of the assets and liabilities of Gain Energy; (ii) a list of creditors affected by the Proposal who held claims in excess of $250; (iii) a copy of the Proposal; and (iv) a form of proof of claim and proxy and voting letter. (c) on March 29, 2021, a Meeting of Creditors was held and the Proposal was accepted by the required majority of Gain Energy’s creditors; (d) on March 30, 2021, KPMG issued a Notice of Hearing of Application advising Gain Energy’s known creditors that an Application would be heard on April 27, 2021 requesting that the Court grant the Proposal Approval Order; The Proposal (e) under the Proposal, the Proposal Trustee estimates that all Affected Creditors will receive full repayment of the indebtedness owed to them by Gain Energy; 24729845 - 3 - (f) the Unaffected Creditors include Secured Claims, Post-Filings Claims, and Cooperating Creditor Claims. The Unaffected Creditors will not receive any consideration or distributions under the Proposal, however, those claims may be resolved through alternate arrangements with Gain Energy (section 4.7 of the Proposal); (g) under the Proposal, within 10 days of the granting of the Proposal Approval Order, Gain Energy shall pay to the Proposal Trustee: (i) funds sufficient to pay in full all Proven Claims of the Affected Creditors under the Proposal; and (ii) funds sufficient to pay all Administrative Fees and Expenses as required pursuant to terms of the Proposal (section 4.5 of the Proposal); (h) the Proposal Trustee shall distribute the funds received from Gain Energy in accordance with the terms of the Proposal on a pro rata basis in the following order: (i) first, in payment of all Proven Claims of the Preferred Claims of Preferred Creditors in accordance with section 136 of the BIA; (ii) second, the balance, if any, in payment of all Proven Claims of the Affected Creditors; and (iii) third, the balance, if any, will be returned to Gain Energy (section 4.2 of the Proposal); (i) as stated in the Proposal Trustee Report, the Proposal Trustee determined that the recovery that the Affected Creditors would obtain if the Proposal was accepted and approved would be superior to what they would stand to receive in the context of a bankruptcy; (j) KPMG respectfully submits that the Proposal is not only made in good faith, but the terms thereof are also reasonable under the circumstances, are calculated to benefit the general body of Gain Energy’s creditors and should therefore be approved by this Court; and (k) such further and other grounds as counsel may advise and this Honourable Court may permit. 24729845 - 4 - Material or Evidence to be relied on: 4. The Applicant intends to rely on the following materials: (a) the Report of KPMG dated April 16, 2021; and (b) such further and other materials as counsel may advise and this Honourable Court may permit. Applicable rules: 5. The Applicant intends to rely on the following rules: (a) the Alberta Rules of Court, AR 124/2010, as amended; and (b) such further and other Acts and regulations as counsel may advise and this Honourable Court may permit. Applicable Acts and regulations: 6. The Applicant intends to rely on the following Acts: (a) the BIA; and (b) such further and other Acts and regulations as counsel may advise and this Honourable Court may permit. Any Irregularity Complained of or Objection Relied on: 7. There are no irregularities complained of or objections relied on. How the Application is Proposed to be Heard or Considered: 8. Oral submission by counsel at an application before the Honourable Justice R.A. Neufeld at 2:00 p.m. on April 27, 2021. 24729845 - 5 - WARNING If you do not come to Court either in person or by your lawyer, the Court may give the applicant 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 this 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. 24729845 - 6 - SCHEDULE "A" Service List (See attached) 24729845 COURT FILE NUMBER: 25-271848 COURT COURT OF QUEEN'S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY APPLICANT IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF GAIN ENERGY LTD. SERVICE LIST Party Role KPMG Inc. Proposal Trustee Suite 3100, Bow Valley Square Ii 205 – 5th Ave SW Calgary AB T2P 4B9 Neil Honess Phone: 403.691.8014 Fax: 403.691.8009 Email: [email protected] Cristina Pimienta Phone: 403.691.8406 Email: [email protected] MLT Aikins LLP Counsel To Proposal 2100, 222 3 Ave SW Trustee Calgary, Ab T2p 0b4 Attention: Ryan Zahara Phone: 403.693.5420 Fax: 403.508.4349 Email: [email protected] Attention: Catrina Webster Phone: 403.693.4347 Fax: 403.508.4349 Email: [email protected] 24803305 - 2 - Gain Energy Services LP Respondent Centennial Place, East Tower, 23rd Floor 520 - 3rd Ave SW Calgary AB T2P 0R3 Burnet Duckworth & Palmer LLP Counsel to the 2400, 525-8th Avenue SW Respondent, Calgary, Alberta Gain Energy Ltd. T2P 1G1 Attention: David Legeyt Phone: 403.260.0210 Fax: 403.260.0332 Email: [email protected] Adeco Exploration Company Ltd. 750, 2424 - 4th Street SW Calgary AB T2S 2T4 Email: [email protected] Alberta Energy Regulator 1000, 250 - 5th street SW Calgary, AB T2P 0R4 Email: [email protected] Alphabow Energy Ltd. 1800, 222 - 3rd Avenue SW Calgary AB T2P 0B4 Email: [email protected] Cequence Energy Ltd. 1400, 215 9th Avenue SW Calgary, Alberta T2P 1K3 Email: [email protected] 24803305 - 3 - Clearview Resources Ltd. 2400, 635-8 Ave SW Calgary AB T2P 3M3 Email: [email protected] Gatzke, Timothy J 1627 Warren Avenue Weyburn, SK S4H 2X7 Email: [email protected] I3 Energy 46, 888 3rd Street SW Calgary, AB T2P 5C5 Email: [email protected] Norton Rose Fullbright 400 3rd Avenue SW, Suite 3700 Calgary, AB T2P 4H2 Aaron Stephenson Email: [email protected] Howard Gorman Email: [email protected] Kanata Energy Group Ltd. 1900, 112 4th Avenue SW Calgary, AB T2P 0H3 Email: [email protected] 24803305 - 4 - Keyera Partnership 200, 144 ‐ 4th Avenue SW Calgary, AB T2P 3N4 Email: [email protected] Obsidian Energy Ltd. 200, 207 - 9th Avenue SW Calgary AB T2P 1K3 Email: [email protected] Omers Energy Inc. and 9856889 Canada Inc. 900, 100 Adelaide Street W Toronto, ON, M5H 0E2 Email: [email protected] Norton Rose Fullbright 400 3rd Avenue SW, Suite 3700 Calgary, AB T2P 4H2 Attention: John Cassell Phone: 403.267.8233 Email: [email protected] Repsol Oil & Gas Canada Inc. 2000, 888-3rd St. S.W. Calgary, Alberta T2P 5C5 Phone: 403.237.1234 Fax: 403.237.1902 David De Vlieger Email: [email protected] Tenth Ave Petrolum Corp. 203, 221 - 10th Avenue SE Calgary, ABT2G 0V9 Email: [email protected] 24803305 - 5 - KENNETH WHITELAW Government Of Alberta - Energy Legal Services 900, 9945 - 108 Street Edmonton, AB T5K 2G6 Email:[email protected] Canadian Natural Resources Limited 855 2 St.
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