COURT FILE NUMBER 2001-03354
COURT COURT OF QUEEN’S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANT BOLT OFFSITE LTD.
APPLICANTS KPMG INC., IN ITS CAPACITY AS COURT-APPOINTED RECEIVER OF BOLT OFFSITE LTD.
DOCUMENT FIRST REPORT TO THE COURT SUBMITTED BY KPMG INC., IN ITS CAPACITY AS COURT-APPOINTED RECEIVER AND MANAGER OF BOLT OFFSITE LTD. DATED DECEMBER 7, 2020
ADDRESS FOR SERVICE AND RECEIVER CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT KPMG Inc. Suite 3100, Bow Valley Square II 205 - 5th Ave SW Calgary, Alberta T2P 4B9 Neil Honess/Cristina Pimienta Tel: (403) 691-8014/(403) 691-8406 [email protected] [email protected]
COUNSEL
Osler, Hoskin & Harcourt LLP Suite 2500, 450 – 1st Street S.W. Calgary, Alberta T2P 5H1 Randal Van de Mosselaer/Emily Paplawski Tel: (403) 260-7060/(403) 260-7071 [email protected] [email protected]
Table of Contents
1. INTRODUCTION AND PURPOSE OF REPORT ...... 1
2. COMPANY’S PRIMARY ASSETS ...... 3
3. COMPANY’S PRIMARY LIABILITIES ...... 9
4. RECEIVER’S ACTIVITIES TO DATE ...... 11
5. STATEMENT OF RECEIPTS AND DISBURSEMENTS ...... 16
6. FEES AND DISBURSEMENTS OF THE RECEIVER AND ITS COUNSEL ...... 17
7. DISCHARGE ...... 18
8. CONCLUSION AND RECOMMENDATIONS ...... 19
Listing of Appendices
Appendix “A” - RECEIVERSHIP ORDER
Appendix “B” - CORRESPONDENCE FROM LEDCOR
Appendix “C” - CORRESPONDENCE WITH CONSCTRUCTSHIELD
Appendix “D” - CORRESPONDENCE WITH THE DIRECTORS
Appendix “E” - RECEIVERSHIP NOTICE
Appendix “F” - LETTER FROM LANDLORD TO TENANT
Appendix “G” - STATEMENT OF RECEIPTS AND DISBURSEMENTS
Appendix “H” - PROFESSIONAL FEES INVOICES
1. INTRODUCTION AND PURPOSE OF REPORT
Bolt Offsite Ltd. (“Bolt” or the “Company”) was incorporated pursuant to the laws of the Province of Alberta and carried on business in Calgary, Alberta as a designer and developer of modular building construction projects.
The Company’s primary secured lender is Royal Bank of Canada (“RBC”) who has advanced funds of approximately $1,784,257 (plus interest and fees). These amounts were borrowed by Bolt pursuant to the credit facility between RBC and Bolt dated April 23, 2019 (as amended, restated, modified, replaced or supplemented from time to time) (the “Credit Facility”).
Bolt was in default of the Credit Facility by, among other things, failing to make payments to RBC when due.
On January 28, 2020, RBC issued a demand letter and Notice of Intention to Enforce Security to the Debtors pursuant to section 244(1) of the Bankruptcy and Insolvency Act (“BIA”), RSC 1985, c B-3 (the “RBC Notice”).
On February 28, 2020 RBC filed an application to appoint KPMG Inc. (“KPMG”) as receiver and manager of the Company pursuant to section 243 of the BIA and section 13(2) of the Judicature act, RSA 2000, c J-2, inter alia, in order to take possession of and exercise control over the assets of the Company and any and all proceeds, receipts and disbursements arising out of or from the Company’s assets, undertakings and properties (the “Property”).
On March 12, 2020, the Court of Queen’s Bench of Alberta (the “Court”) issued an Order appointing KPMG as the Receiver over all of the Property of the company (the “Receivership Order”). A copy of the Order is attached hereto as Appendix “A”.
For further background information on the Company and these receivership proceedings please refer to the Receiver’s website https://home.kpmg/ca/bolt.
Purpose of the Receiver’s First Report
This is the Receiver’s first report to the Court. This First Report has been prepared to provide this Honourable Court with:
1
a) An overview of the assets and liabilities of the Company;
b) An overview of the activities of the Receiver since appointment;
c) The Receiver’s statement of receipts and disbursements from March 12, 2020, to discharge, including a discussion of professional fees incurred to date by the Receiver and its counsel; and
d) The Receiver’s recommendations.
In preparing this report (the “Report” or the “First Report”), the Receiver has been provided with, and has relied upon, unaudited and other financial information and certain records (together, the “Information”) prepared by the Company and/or their representatives, and discussions with Company’s management and/or representatives. The Receiver has reviewed the Information for reasonableness, internal consistency and use in the context in which it was provided, and in consideration of the nature of evidence provided to this Honourable Court. However, the Receiver has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of the Information in a manner that would wholly or partially comply with Canadian Auditing Standards (“CAS”) pursuant to the Chartered Professional Accountants Handbook, and accordingly the Receiver expresses no opinion or other form of assurance in respect of the Information.
Some information referred to in this First Report may consist of forecasts and projections, which were prepared based on Management’s estimates and assumptions. Such estimates and assumptions are, by their nature, not ascertainable and as a consequence no assurance can be provided regarding the forecasted or projected results. The reader is cautioned that the actual results will likely vary from the forecasts or projections, even if the assumptions materialize, and the variations could be significant.
The information contained in this First Report is not intended to be relied upon by any prospective purchaser or investor in any transaction with the Company.
Unless otherwise stated, all monetary amounts noted herein are expressed in Canadian dollars.
2
2. COMPANY’S PRIMARY ASSETS
The Company’s primary assets, recorded in the Company’s books and records which were available to the Receiver as at March 12, 2020, are as follows (collectively the “Assets”):
Summary of Primary Assets As at March 12, 2020 CAD $ Asset Estimated Book Value Work in progress 5,192,717 Inventory 3,402,594 Accounts receivable 2,101,687 Prepaid expenses 280,408 Miscellaneous assets 268,776 Property, plant, and equipment 231,852 Funds held in trust 5,796 Lien recovery Unknown Total Assets 11,483,830
Work in progress and Accounts Receivable
The Company’s work in progress related mainly to ongoing construction projects. At the time of the Receiver’s appointment, the Company had ongoing projects with Alberta Infrastructure (as defined below), Ledcor Construction Inc. (“Ledcor”), the Tsawwassen First Nation (“TFN”), and was involved in a construction project in Kimberly, British Columbia.
The Company’s accounts receivable, per the Company’s books and records, consisted of amounts due from various parties for ongoing and completed projects as detailed below:
Summary of Accounts Receivable As at March 12, 2020 CAD $ Customer Ledcor Construction Ltd. 919,260 Achieve 884,426 ConstructShield 133,023 Kor Alta Construction Ltd. 76,947 Nomodic Modular Structures Inc. 53,125 Receiver General 34,907 Total Accounts Receivable 2,101,688
3
However, upon investigation by the Receiver, it appeared that the Company’s books and records were inaccurate and incomplete. Accordingly, it has proven difficult to accurately determine the actual quantum – and in some cases the existence – of either the work in progress or the accounts receivable.
Alberta Infrastructure
Bolt entered into a contract with her Majesty the Queen in right of Alberta, as represented by the Minister of Infrastructure (“Alberta Infrastructure”) on November 7, 2017 to provide 25 modular classrooms. As at the date of receivership, ten classrooms remained outstanding under this contract. Of these, seven were works in progress and three had been completed and were located on the Bolt premises. Upon review of the contract between Bolt and Alberta Infrastructure, and after discussion with the Receiver’s legal counsel and legal counsel for Alberta Infrastructure, the Receiver concluded that the three completed classrooms were property of Alberta Infrastructure.
The Receiver could not complete the remaining work on the seven incomplete modular classrooms due to several onerous obligations in the contract. Accordingly, the Receiver disclaimed and terminated the Alberta Infrastructure contract. Upon further discussion with Alberta Infrastructure it was determined that the billing from Bolt to Alberta Infrastructure was done on a progress basis and that there were no amounts outstanding to Bolt.
Ledcor Construction Ltd.
On July 18, 2019, Ledcor engaged Bolt on the Alexis Courthouse project. The Ledcor contract required Bolt to provide the necessary labour, equipment and materials for the supply and installation of complete building modular units. A performance bond was provided by Bolt to Ledcor.
Ledcor had an accounts receivable balance due to Bolt of $919,260 according to the Company’s books and records.
Shortly after the appointment of the Receiver, Ledcor served notice to Bolt that given the granting of the Receivership Order, Ledcor would be calling on the performance bond posted by Bolt. In doing so, the contract funds, including any portion of the holdbacks, were used to complete the work. Accordingly, no excess funds were available to be paid to Bolt. A copy of the correspondence from Ledcor is attached hereto as Appendix “B”.
4
Achieve
The Receiver understands that in June 2019 Bolt entered into an agreement to acquire Achieve Community Housing Corp. (doing business as LINQ Developments) (“Achieve”) from 1875596 Alberta Ltd. (“187”) for a purchase price of $1,950,000. The Receiver further understands that Bolt paid $262,480 in cash and constructed modules (worth approximately $860,000) to 187 in partial satisfaction of the purchase price. No further payments were made by Bolt to 187.
There has proved to be insufficient information in the Company’s books and records to determine what the purported LINQ Development receivable relates to, and accordingly, the Receiver is unable to collect this alleged receivable.
Achieve had two projects with Tsawwasen First Nation and Sullivan Landing in Kimberly as further described below.
Tsawwassen First Nation
The contract with TFN was to construct, transport and assemble a modular 6-plex. Although approximately half of the work for the first 3-plex was completed, there were deficiencies to be remedied. On February 7, 2020 TFN’s counsel requested that the improperly manufactured steel frame connectors be remedied and raised concerns on the impact of the completion and shipment of the first and second 3-plex modules. The Receiver understands that Bolt was unable to or unwilling to undertake the remediation to complete the work and in late February agreed to transfer the materials to TFN. The Receiver understands that TFN retained other contractors to complete the work.
Kimberly, British Columbia Project
Achieve had an ongoing role in the Sullivan Landing Development project in Kimberly, BC, although at the date of appointment the Receiver understands that the project was substantially complete and only two holdback amounts were remaining, totaling $39,500 per Achieve’s legal counsel.
Upon discussions with the individual condominium owners, the Receiver discovered that work which was to be performed by Bolt was not completed and amounts of the holdback were retained to undertake this work. The Receiver collected $6,015 from the holdbacks, and all other balances were deemed uncollectible.
5
Constructshield
In the course of administering the receivership, the Receiver learned that effective June 1, 2018 a company by the name of 1923726 Alberta Ltd. (the “Tenant”) (which was a company related to Bolt in that it was owned by one of Bolt’s principals) entered into a lease agreement (the “Lease”) with 590140 Alberta Ltd. (the “Landlord”) in respect of a building located at 7007 – 84th Street SE in Calgary (the “Leased Premises”). The Tenant subsequently sublet portions of the Leased Premises to Bolt and to ConstructShield Ltd. (“ConstructShield”). As at the date of receivership, the Company’s records showed an amount owing to Bolt from ConstructShield of $133,023 for outstanding invoices related to common area costs.
The Receiver made numerous demands for payment, however ConstructShield resisted payment and claims that no amounts were owing to Bolt. The Receiver requested copies of all accounting, contractual and other records supporting ConstructShield’s view that is not indebted to Bolt, but ConstructShield has refused to provide any requested information. A copy of the correspondence between the Receiver’s counsel and ConstructShield is attached hereto as Appendix “C”.
Although the Company’s available books and records show a receivable owing to Bolt from ConstructShield, it appears to the Receiver that based on a review of the Company’s available records that this cannot be supported. Indeed, it appears from the Receiver’s review of records that ConstructShield is a subtenant of the Tenant, not Bolt, and therefore any lease obligations are owed to the Tenant. The Receiver has reviewed the records in its possession and has determined that it does not have the information necessary to prove the alleged receivable owing from ConstructShield that the Company’s books and records suggest. Considering the lack of supporting information, the Receiver has concluded that it is unable to collect this amount from ConstructShield.
Kor Alta Construction
Kor Alta Construction had an accounts receivable balance due to Bolt of $76,947 pursuant to the Company’s books and records. This related to the Chateh Courthouse project, which was substantially completed in June 2019, however there were some deficiencies related to the project which Bolt did not complete.
Due to the deficiencies, the uncompleted work by Bolt and the lack of supporting information, the Receiver determined the amount to be uncollectible.
6
Nomodic Modular Structures
Nomodic Modular Structures (“Nomodic”) had an accounts receivable balance due to Bolt of $53,126 pursuant to the Company’s books and records. This related to unpaid invoices issued by Bolt for the construction of the project commonly referred to as the Shell Braeside project.
Prior to the receivership, Bolt had filed a lien against 10305 Braeside Drive SW, Calgary, Alberta (which was owned by Shell Canada Limited) in respect of amounts outstanding which included $477,256 owed to subcontractors in addition to the sum owed to Bolt. The Receiver preserved Bolt’s rights by filing a Statement of Claim on June 19, 2020.
The lack of books and records meant that the Receiver was unable to put forward sufficient evidence to support the lien claim, and accordingly the Receiver discontinued the claim and concluded that this receivable was uncollectible.
Receiver General
Due to the lack of books and records of the Company there was insufficient information to determine what the receivables from the Receiver General were related to, and therefore the receivable was deemed uncollectible.
Inventory, Property, Plant and Equipment
Upon its appointment, the Receiver took possession of all assets on site at the Leased Premises. The Receiver noted that many of the assets which were listed in Bolt’s books and records, and which the Receiver expected to locate on site, were missing. The Receiver’s review of the Personal Property Registry search results indicated several items secured by RBC that were not on site at the date of receivership (the “Missing Assets”).
The Receiver made numerous inquiries about the Missing Assets to the former directors of the Company, Jonathan Lochhead and Daniel Fernandez (the “Directors”). Correspondence with the Directors is attached hereto as Appendix “D”.
In addition, the Receiver conducted investigations into the Missing Assets by making inquiries of former employees of the Company and others who it was thought might have relevant information.
7
The Receiver has been unable to locate the Missing Assets, and its only option if it were to continue this investigation is to commence litigation. However, it is unclear whether the cost of such litigation would be justified by any recoveries that might be realized. Moreover, RBC has indicated that it is not prepared to fund the estate to pursue such litigation.
Finally, it should be noted that both Directors have assigned themselves into bankruptcy as of the fall of 2020, and that Bruce Alger of Farber has been appointed their Trustee in Bankruptcy.
Accordingly, the Receiver has concluded it is unable to further pursue recovery of the Missing Assets.
8
3. COMPANY’S PRIMARY LIABILITIES
The Company’s primary liabilities, based on the available Company’s books and records as at March 12, 2020, are as follows:
Summary of Primary Liabilities As at March 12, 2020 CAD $ Secured Creditors Estimated Book Value Royal Bank of Canada 1,784,257 Lenovo Financial Services Unknown The Guarantee Company of North America Unknown Tsawwassen First Nation Unknown Total Secured Creditors 1,784,257 Unsecured Creditors Unsecured trade creditors 6,837,797 Total Unsecured Creditors 6,837,797 Total Liabilities 8,622,054
RBC extended credit facilities and related services to the Company pursuant to the Credit Facility.
As at February 18, 2020, the total indebtedness outstanding under the Bolt Credit Facility with RBC was approximately $1,784,257, plus interest and other charges.
The Lenovo Financial services debt related to computer equipment which was leased by Bolt. The Receiver noted that the computer equipment stated on the lease was not located in the Leased Premises at the date of receivership.
The Guarantee Company of North America liability related to the performance bond provided by Bolt for ongoing projects as previously mentioned. Such claims are believed to be subordinate to the RBC secured debt and are registered subordinate to RBC in the personal property registry.
The Tsawwassen First Nation debt related to the TFN project described above, which was terminated by TFN and Bolt released all the materials related to the project to TFN prior to the receivership.
Based on the books and records available to the Receiver, the Company may have as many as 173 unsecured creditors consisting primarily of sub-contractors and other trade suppliers, comprising an approximate balance owing of $6,837,797. Considering the Company’s asset situation, the Receiver has felt that it would not be necessary to run a claims process for unsecured creditors.
9
Security Review
The Receiver's legal counsel has undertaken a review of the validity and enforceability of the security held by RBC. Counsel has advised that RBC has valid security interests and/or charges on the personal property assets of Bolt which have been validly perfected, subject to certain standard assumptions and qualifications.
Furthermore, the Receiver’s legal counsel has confirmed that RBC is the first secured party to have registered against Bolt in the personal property registry (having registered its “all present and after acquired property” security in first place on January 5, 2018). As such, it appears that RBC has a first charge on all of Bolt’s property, and accordingly, given the realizations in the estate, the validity of any of the other security subordinate to RBC’s security is a moot point.
10
4. RECEIVER’S ACTIVITIES TO DATE
Subsequent to its appointment, the Receiver undertook the actions described below.
Day One Activities
Immediately upon appointment the Receiver:
a) Secured the Leased Premises and the assets therein and ensured access was limited to the Receiver and the Landlord;
b) Informed the employees of the granting of the Receivership Order and the Receiver’s appointment, and terminated the employment of all employees;
c) Engaged two former employees under contract terms to assist the Receiver with its duties; and
d) Reviewed all the ongoing projects.
Cash and banking
The Receiver immediately opened a new bank account in the name of the receivership estate.
The Receiver requested all accounts in the name of the Company to be frozen and all amounts to be transferred to the receivership estate account.
Books and records
Upon the Receiver’s appointment, the Receiver immediately requested books and records from the Directors. The Directors confirmed to the Receiver that the Company’s computer server (the “Server”) had been removed from the Leased Premises prior to the Receiver’s appointment and moved to one of their homes. The Receiver requested that the Server be delivered to it.
The Directors claim to have delivered the Server to the Receiver, However, upon closer review it was discovered that the item which was delivered to the Receiver consisted of an uninterrupted power supply. The Server was not, and to date has not been, delivered to the Receiver. As a result, as of the date of this First Report, only limited financial information was supplied to the Receiver and the Receiver has not been able to locate the Server.
11
The Receiver obtained the following books and records of the Company:
a) Accounts receivable aging summary as of March 12, 2020;
b) Accounts payable summary report including contact information from vendors;
c) General ledger from January 1, 2019 to December 31, 2019;
d) Trial balance as at March 12, 2020;
e) Payroll summary from February 15 to March 18, 2020; and
f) Some correspondence and physical invoices from vendors located on site.
The following items, among other things, have not been provided to the Receiver despite numerous requests:
a) Inventory listing;
b) Location of the Missing Assets; and
c) All information and records in the Directors’ possession, including detailed information with respect to accounts receivable owing to Bolt which could provide further information in respect of the remaining receivables.
Insurance
The Receiver contacted the insurer to confirm the status of the insurance policies, to obtain copies of the policy and to be added as an additional insured and loss payee to the policies.
On April 21, 2020 the insurance policies lapsed. The Receiver did not renew the policies.
Notice
The Receiver has issued the prescribed notice and statement pursuant to sections 245 and 246 of the BIA to all known secured and unsecured creditors of the Company, providing notice of its appointment. A copy of the notice and statement is attached hereto as Appendix “E”.
12
Management, Employees and Contractors
As at the date of receivership the Company had a limited number of employees. The Receiver engaged certain employees as consultants of the Company for a short period of time in order to help determine the status of the ongoing projects. When those services were no longer required, those contracts were terminated.
Security Review
The Receiver’s legal counsel has undertaken the review of the security held by RBC and has opined on the validity and enforceability of such security. Counsel has advised that RBC has a valid security interest in the right, title and interest of the Company in personal property owned by the Company, subject to certain standard assumptions and qualifications.
Inventory and disposal of Assets
The Receiver inventoried all available assets upon appointment. As discussed, certain assets subject to RBC’s security and/or on the Company’s books and records could not be located. The available assets consisted of office furniture and equipment, tools, a modular hotel prototype building, building materials, a medical lift, an electric hospital bed and other miscellaneous tools and equipment.
Notwithstanding the fact that the Missing Assets could not be located, as well as considering the onset of the COVID-19 pandemic and the nature of the available assets, the Receiver decided that the most cost-effective method of realization was to auction the remaining available assets.
Accordingly, the Receiver engaged GD Auctions to conduct an online auction of the remaining available assets. RBC was supportive of this process.
On May 8, 2020 the online auction was held and the net proceeds from the auction totaled $97,681.
Occupation of Leased Premises
Bolt operated its business from the Leased Premises. As noted above, the Leased Premises are owned by the Landlord, who leased to the Tenant. The Tenant in turn sublet certain portions of the Leased Premises to Bolt and ConstructShield.
The Lease between the Tenant and the Landlord was for approximately 66,900 square feet. Approximately 35,725 square feet of this total was used by Bolt, 31,175 square feet was used by 13
ConstructShield, and 2,300 square feet was shared space split equally between Bolt and ConstructShield. The Receiver understands that over the course of its occupation of the Leased Premises the Tenant and/or Bolt continued to expand their use in the Leased Premises, although no formal amendments were made to the Lease.
It is the Receiver’s understanding that Bolt and ConstructShield paid the Tenant rent, and that the Tenant paid rent to the Landlord. The Receiver understands that Bolt never paid any amounts directly to the Landlord.
The Receiver understands that on March 11, 2020, Jonathan Lochhead informed the Landlord that the Tenant and Bolt were abandoning the Leased Premises. In response thereto, on March 12, 2020 the Landlord sent a letter to the Tenant terminating the Lease due to the Tenant’s breach of the Lease. A copy of the letter is attached hereto as Appendix “F”.
On March 12, 2020 (being the date of its appointment) the Receiver contacted the Landlord to obtain a copy of the Lease, and to notify the Landlord of the Receiver’s appointment. As discussed above, by this date the Directors had substantially removed most of the assets from the Leased Premises, with the result being that the space occupied by the Receiver in the Leased Premises was limited and significantly less than Bolt had previously occupied.
The Receiver occupied this reduced space to facilitate the requirements of the receivership, however, as Bolt’s landlord was a related entity with the same principals, and that these principals had failed to safeguard Bolt’s assets, the Receiver understood that little or no occupational rent would be payable.
On April 10, 2020 the modular units related to the project with Alberta Infrastructure, which had been located on the Leased Premises were removed from the Leased Premises. As a result, the Receiver further reduced the space occupied. The Receiver exited the Leased Premises on May 28, 2020.
On June 11, 2020 the Landlord issued an invoice (the “June 11 Invoice”) to the Receiver in the amount of $438,360 for rent from March 12, 2020 to May 28, 2020. The June 11 Invoice was for the full amount owing from the Tenant to the Landlord, which included space occupied by ConstructShield as well as other unoccupied space.
Given all the foregoing, and specifically given that the Lease was between the Landlord and the Tenant, the Receiver disputed that any amount was due to the Landlord pursuant to the June 11 Invoice.
14
On July 9, 2020 the Landlord issued a second invoice (the “July 9 Invoice”) to the Receiver (replacing the June 11 Invoice) claiming $268,923. The July 9 Invoice excluded ConstructShield’s portion of the rent owing but did not adjust for the unoccupied space or the other costs which were incorrectly added.
Again, given the lack of any contractual relationship between Bolt and the Landlord, and the fact that Bolt’s leasing arrangement for the Leased Premises was with the Tenant, the Receiver is of the view that it has no outstanding obligation to the Landlord.
The Receiver has attempted to engage in discussions with the Landlord to explore a resolution to this issue. Unfortunately, the Receiver’s overtures to the Landlord have been met with silence on the part of the Landlord.
CRA matters
The CRA is currently conducting its trust account examination of the Company. Given the state of the Company’s books and records, the Receiver does not have many of the documents requested by the CRA but will provide whatever information it can. Furthermore, it was noted that the Company had not issued the 2020 T4s to the employees or submitted them to the CRA but the Receiver currently has insufficient information to complete the T4s.
The Receiver will continue working with the CRA until the administration of the estate is completed although given the funds in the estate, there will be no funds available to any creditors including CRA.
15
5. STATEMENT OF RECEIPTS AND DISBURSEMENTS
Below is a summary of the receipts and disbursements from March 12, 2020 to discharge (the “SRD”). The complete SRD is attached hereto as Appendix “G”.
Interim Statement of Receipts and Disbursements March 12, 2020 to discharge Amount (CAD $) Cash Receipts Receivers certificate 100,000 Asset sale proceeds 97,681 Other collections 6,015 Opening balance 322 Total cash receipts 204,018 Cash Disbursements Payroll, wages and contractors (16,907) Software and hardware (500) Security (320) Bank fees (69) GST (41) Total cash disbursements (17,837) Estimated pending disbursements (186,181) Excess receipts over disbursements -
Receipts relate primarily to the Receiver’s certificate and the auction proceeds.
The disbursements during the Liquidation period have primarily related to contractors retained and to the preservation of the Property, and include other costs, such as site security.
Included in the SRD are estimated pending disbursements for the following items:
a) The Receiver’s professional fees and disbursements; and
b) The Receiver’s legal counsel fees and disbursements.
After the pending disbursements the Receiver estate will not have any remaining funds to make any distribution to the secured creditors.
16
6. FEES AND DISBURSEMENTS OF THE RECEIVER AND ITS COUNSEL
The Receiver and the Receiver’s counsel have billed fees and disbursements of $115,036 and $98,476, respectively, inclusive of GST (collectively, the “Receivership Professional Fees”). The fees and disbursements have not been paid.
Receivership Professional Fees Summary Service Period Fees Disbursements GST Total KPMG Inc. March 12, 2020 - November 27, 2020 108,865 693 5,478 115,036 Subtotal 108,865 693 5,478 115,036 Osler, Hoskin & Harcourt LLP February 29, 2020 - March 31, 2020 32,605 - 1,630 34,235 April 2, 2020 - April 30, 2020 17,523 242 888 18,654 May 6, 2020 - May 27, 2020 6,737 - 337 7,074 June 1, 2020 - June 30, 2020 20,328 - 1,016 21,344 July 2, 2020 - July 27, 2020 4,612 28 232 4,872 WKA Lawyers & Notaries June 18, 2020 - December 2, 2020 11,343 369 586 12,298 Subtotal 93,148 639 4,689 98,476 Total 202,013 1,333 10,167 213,512
The Receiver seeks approval of the Receivership Professional Fees. Copies of the invoices described herein, including detailed time analysis, are attached as Appendix “H”.
The Receiver is of the view that the Receivership Professional Fees incurred are fair and reasonable.
17
7. DISCHARGE
All assets of the Company that were on site at the receivership date have been liquidated or otherwise dealt with.
Upon the distribution of the remaining disbursements there will be no other funds to be distributed to any of the creditors. The administration of Bolt estate will be completed, and the Receiver is not aware of it being required for any further purpose herein and is therefore seeking its discharge.
The Receiver respectfully requests that this Honourable Court approve an order terminating these receivership proceedings and unconditionally discharge the Receiver from any and all obligations as Receiver of Bolt effective upon the filing of the Receiver’s Certificate attached to the proposed form of Order.
18
8. CONCLUSION AND RECOMMENDATIONS
The Receiver submits this First Report, respectfully requesting that the Court:
a) Approve the First Report and the activities of the Receiver as set out herein;
b) Approve the Receiver’s SRD for the period March 12, 2020 to the date of discharge;
c) Approve the Receivership Professional Fees for the Receiver and its legal counsel; and
d) Approve the Receiver’s discharge effective on the date that the Receiver files the Receiver’s Certificate confirming all its duties are concluded.
This Report is respectfully submitted this 7th day of December, 2020.
KPMG Inc.
In its capacity as Court-appointed Receiver and manager of Bolt Offsite Ltd. and not in its personal or corporate capacity.
Per: Neil Honess Senior Vice President
19
APPENDIX “A”
RECEIVERSHIP ORDER
APPENDIX “B”
CORRESPONDENCE FROM LEDCOR
Ledcor Construction Limited 7008 Roper Road Edmonton, AB T6B 3H2
March 12, 2020
Via: Email
Mike Hawkins Project Manager Bolt Off-Site Limited 7007 84 Street SE Calgary, AB T2C 4T6
Re: NOTICE OF SUBCONTRACTOR DEFAULT Alexis Courthouse
Dear Mike:
We refer to the Subcontract dated July 18, 2019 between Ledcor Construction Limited (“Ledcor) and Bolt Off-Site Limited (the “Subcontractor”), Subcontract No.: 1015463-132113 (the “Subcontract”).
Further to the attached email from Dan Fernandez and a subsequent telephone call with Cameron Browning at KPMG who confirmed that the Subcontractor is in receivership, this letter is to inform the Subcontractor that it is in default under section 10.5(a)(iv) of the Subcontract.
Accordingly, Ledcor will be calling on the performance bond provided by the Subcontractor under the Subcontract.
Sincerely,
Ledcor Construction Limited
Fallon Caines, C.Tech Project Manager
CC. Mike Roper, Regional Manager Lesley Findley, Ledcor Subcontractor Risk Management Dan Fernandez, Bolt Off-Site Limited Jonathan Lochhead, Bolt Off-Site Limited Cameron Browning, KPMG Ariel Pevzner, Northbridge Fallon Caines
From: Dan Fernandez
CAUTION: This email was sent from outside of Ledcor’s network. Please be careful while clicking links, opening attachments, or replying to this email.
Good morning folks,
This email is to inform you that our financial institution, RBC has decided to call in our line of credit much to our disappointment. A gentleman from KPMG, Mr. Cameron Browning will be in touch to discuss the continuation and completion of the project going forward.
He can be reached at the following details:
Cameron Browning phone: 403-691-8413 email: [email protected]
I will also be assisting to ensure the successful completion of the project and can be reached with any questions. Thank you.
Best regards,
Dan.
1 Ledcor Construction Limited 7008 Roper Road Edmonton, AB T6B 3H2
April 7, 2020
Via: Email
Cameron Browning Manager, Deal Advisory | Restructuring & Turnaround KPMG LLP Bow Valley Square II Calgary, AB T2P 4B9
Re: Alexis Courthouse
Dear Cameron:
In response to your recent email of March 27, 2020, we have a number of concerns regarding the assignment as you have described, and in particular the payment of any funds prior to us knowing what the impact of Bolt’s default of its obligations under the subcontract. Until we know what the costs of completion are, the impact this insolvency has had to the project and the work of others involved in the project, and how the warranty obligations will be addressed and fulfilled, then we are not in a position to know what might be due and payable to Bolt at this time or at the completion of their scope of work. We shall be exercising our rights of set-off under the subcontract to ensure that all of such impacts and costs are addressed prior to being in a position to account for any monies that remain due and payable to Bolt, and in turn to KPMG as the Receiver.
As you are aware from our letter of March 12, 2020, we are calling upon the surety to act under their performance bond to ensure the completion of Bolt’s work. In doing so, we confirm that we are obligated to respect the rights of the surety to the balance of the contract funds and to their rights of subrogation. Accordingly, we will be making contract funds, including any required portion of the holdback, if necessary, available as directed by the surety for the purposes of completing the work.
We confirm that we will continue to rely on Bolt, with the surety’s consent and involvement, in order to compete the uncompleted work under the subcontract. We would appreciate you confirming that the Receiver is agreeable to this approach and will accept an accounting at the end of the project that will identify of any monies that may at that time be properly due and owing to Bolt after such set offs and the provision for the warranty obligations.
1 Ledcor Construction Limited 7008 Roper Road Edmonton, AB T6B 3H2
Sincerely,
Ledcor Construction Limited
Trevor Messal Project Director cc. Fallon Caines, Ledcor Construction Limited Lesley Findley, Ledcor Construction Limited
2
APPENDIX “C”
CORRESPONDENCE WITH CONSCTRUCTSHIELD
Osler, Hoskin & Harcourt LLP Suite 2500, TransCanada Tower 450 – 1st Street S.W. Calgary, Alberta, Canada T2P 5H1 403.260.7000 MAIN 403.260.7024 FACSIMILE
Calgary April 28, 2020 Emily Paplawski Direct Dial: 403.260.7071 Toronto [email protected] Our Matter Number: 1208836
Montréal SENT BY ELECTRONIC MAIL ([email protected],
Ottawa [email protected], and [email protected])
Vancouver Constructshield Ltd. 7007 84th Street SE New York Calgary, AB T2C 4T6
Attention: Marla McCutcheon, Chad Dorsett and Grant Sobush
Dear Sirs/Mesdames:
Re: In the Matter of the Receivership of Bolt Offsite Ltd. Alberta Court of Queen’s Bench Action No. 2001-03354
We are counsel to KPMG Inc. (the “Receiver”) in its capacity as Receiver of Bolt Offsite Inc. (“Bolt”). The Receiver has forwarded us a copy of Ms. Cutcheon’s email of April 14, 2020 (including the preceding email chain between Ms. Cutcheon and Mr. Browning) for our response. We enclose a copy of such correspondence for your reference.
As earlier advised by Mr. Browning, the Receiver was appointed receiver and manager over the assets and undertakings of Bolt pursuant to the Order of the Honourable Mr. Justice Jeffrey, granted March 12, 2020 (the “Receivership Order”). Pursuant to the Receivership Order, the Receiver is authorized and empowered to receive and collect all monies and accounts owing to Bolt, and to exercise all remedies of Bolt in collecting such monies. According to Bolt’s books and records, Constructshield Ltd. (“Constructshield”) is indebted to Bolt in the sum of $133,023.30 pursuant to various invoices issued since December 31, 2018 (the “Invoices”). We enclose a copy of Constructshield’s Customer Open Balance from Bolt’s records for your reference.
To date, and notwithstanding repeated demands by the Receiver, Constructshield has failed or refused to pay any amount due and owing under the Invoices. Please consider this letter a formal demand for payment of all outstanding amounts to Bolt. If payment is not received on or before May 4, 2020, the Receiver will pursue legal action against Constructshield to recover the full amount of the Invoices. In the event legal action becomes necessary, the Receiver will claim all costs against Constructshield.
In the event that Constructshield is of the view that Bolt’s books and records are inaccurate and that some other sum is due and owing, please provide the Receiver with all accounting, contractual and other records supporting Constructshield’s view as soon as possible and, in any event, by no later than May 4, 2020. The Receiver has been requesting copies of
LEGAL_CAL:14724420.1
Page 2 such information from Constructshield for more than a month, without meaningful response. We bring section 5 of the Receivership Order to your attention which requires 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 the Debtor…. and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof”. Until adequate documentation is provided establishing that Bolt’s records are incorrect, the Receiver’s position is that the entire sum of $133,023.30 remains due and owing by Constructshield.
We look forward to hearing from you.
Yours truly,
Emily Paplawski
EP:ep
Enclosures (2) c: Neil Honess and Cameron Browning, KPMG Randal Van de Mosselaer, Osler Hoskin & Harcourt LLP
LEGAL_CAL:14724420.1 1:45 PM BOLT Offsite Ltd.
03/16/20 Customer Open Balance Accrual Basis All Transactions
Type Date Num Memo Due Date Open Balance Amount Construct Shield Invoice 12/31/2018 1134 01/30/2019 47,568.43 51,679.18 Invoice 09/13/2019 1230 10/13/2019 7,622.57 7,622.57 Invoice 09/13/2019 1232 10/13/2019 8,795.79 8,795.79 Invoice 09/13/2019 1234 10/13/2019 7,361.78 7,361.78 Invoice 09/13/2019 1236 10/13/2019 6,706.69 6,706.69 Invoice 09/13/2019 1237 10/13/2019 5,312.87 5,312.87 Invoice 09/13/2019 1238 10/13/2019 5,309.67 5,309.67 Invoice 09/17/2019 1239 10/17/2019 3,583.13 3,583.13 Invoice 09/23/2019 1243 10/23/2019 5,878.49 5,878.49 Invoice 11/25/2019 1264 12/25/2019 11,860.79 11,860.79 Invoice 01/20/2020 1289 02/19/2020 6,780.90 6,780.90 Invoice 01/20/2020 1290 02/19/2020 1,494.16 1,494.16 Invoice 01/27/2020 1297 02/26/2020 6,818.91 6,818.91 Invoice 03/17/2020 1303 04/16/2020 7,926.15 7,926.15
Total Construct Shield 133,020.33 137,131.08
TOTAL 133,020.33 137,131.08
Page 1 From: Marla McCutcheon [mailto:[email protected]] Sent: Tuesday, April 14, 2020 11:05 AM To: Browning, Cameron
Hi Cameron,
Thank you for your email.
I can confirm that Jane has never had an executed copy of this agreement. It is something we discussed as needed, but this was not completed.
I do not feel that an email exchange between an administrator with no binding authority at ConstructShield and the accountant at Bolt is material. Jane is merely confirming that she has record of the invoices sent to us as opposed to confirming that we agree with and plan to pay these invoices. Jane did not have authority to approve invoices but did administer them.
As indicated previously, we understood the monthly rental payment to be a gross lease payment and do not believe your AR records to be accurate. If you would like to rely upon the draft agreement that separates the rent at $21.9K per month plus CAM costs, I believe there would be an overpayment on Bolt’s records and a refund owing to ConstructShield.
Sincerely, Marla McCutcheon
From: Browning, Cameron
Hi Marla,
I haven’t been able to uncover an executed version. I do have an email that references Jane Zhao at Construct Shield having an executed copy. Nonetheless, there is clearly an arrangement in place for Construct Shield to pay Bolt Offsite Ltd. subtenant rent including partial costs as outlined in the previously attached agreement and historical records.
The details I have attached show that Construct Shield has not paid invoices dating back to September 13, 2019. In addition, I have some email correspondence between Fabienne (Bolt accountant) and Jane Zhao (Construct Shield accountant) acknowledging back in January 22, 2020 that the amounts agree with your records.
Given the aforementioned, it is the Receiver’s position that the balance is still owing and due. If you disagree, can you please provide accounting details that support your claim that Bolt’s accounts receivable is incorrect?
Thanks,
Cameron Browning, CPA 1 Manager Deal Advisory│Restructuring & Turnaround
T 403 691 8413 [email protected]
From: Marla McCutcheon [mailto:[email protected]] Sent: Wednesday, March 25, 2020 3:52 PM To: Browning, Cameron
Hi Cameron,
Thank you for sending over this agreement. Do you have a signed copy of this document you could share with me?
You will note the monthly rent indicated in this document ($21.9K per month) is significantly less than we were being charged which supports our understanding that we were being charged a gross lease amount including all utilities, taxes, etc.
You are correct that it appears that a few utility payments did slip through and were paid to Bolt. We used to run with much fewer staff and the approval process for invoices was not the same as it is now.
If you have any further questions, please do not hesitate to contact me.
Sincerely, Marla McCutcheon
From: Browning, Cameron
Hi Marla,
Please find attached copy of the sublease agreement which includes section 10.01, 11.01, and 11.02 (extract below) which address utilities and taxes. Additionally, from review of invoices previously paid to Bolt it does appear that Construct Shield had historically paid these amounts without dispute.
Can you clarify whether you are disputing the actual charge or just the time of when it was received?
SECTION 10.01 - UTILITIES The Tenant shall arrange for and install required utility infrastructure, secure utility services, enter utility service contracts, and pay for utilities for the supply of gas, electricity, water, sewer, and telecommunications for the Subleased Premises in conjunction with such services being provided to the rest of the Premises. Notwithstanding section 1.01(13) of this Sublease, the Subtenant’s proportionate share of utility costs shall be calculated based on the relative area of the Subleased Premises to the area of the Premises contained within the Building, excluding the Shared Areas, plus FIFTY PERCENT (50%) of the cost attributable to the Shared Areas.
2 If the Subtenant’s utility demands are significantly higher than the Tenant’s utility demands, as determined by the Tenant acting reasonably, the Tenant may increase the Subtenant’s proportionate share of such utility costs on notice to the Tenant. In no event shall the Tenant be liable to the Subtenant or shall there be any abatement of rent for any failure to supply utilities to the Subleased Premises.
SECTION 11.01 - SUBTENANT’S TAX NOTICES Upon request from the Tenant, the Subtenant shall provide to the Tenant all invoices and notices respecting the Subtenant’s Taxes and receipts for payment of the Subtenant’s Taxes, and such other information in connection with the Subtenant’s Taxes as the Tenant may reasonably require.
SECTION 11.02 - PAYMENT OF SUBTENANT’S TAXES The Subtenant shall pay when due all Subtenant’s Taxes. If the Subtenant fails to do so, this shall be deemed a failure to pay a sum due under this Sublease. Thanks,
Cameron Browning, CPA Manager Deal Advisory│Restructuring & Turnaround
T 403 691 8413 [email protected]
From: Marla McCutcheon [mailto:[email protected]] Sent: Monday, March 23, 2020 4:19 PM To: Browning, Cameron
Hi Cameron,
We are in receipt of your email below but do not agree with the numbers as presented. We received and paid an invoice monthly from Bolt for our rent and we agreed upon a gross lease amount to be paid. We were surprised by and did not agree to the untimely receipt of tax and utility invoices as listed and these invoices remain in dispute.
No lease agreement was ever formalized.
If you have any further questions, please feel free to contact me.
Sincerely Marla McCutcheon
Marla McCutcheon Chief Financial Officer
3 ConstructShield® 7007 84th Street SE Calgary, AB T2C 4T6 E: [email protected] P: +1.587.331.6220 C: +1.403.561.0633 F: +1.403.648.8928
www.BuildingBetter.com
Click Here to see MgO Burn Demonstration
NOTE: The information contained in this email (including any attachments) is: (a) confidential, proprietary, intellectual property, and subject to copyright, and may be subject to Company /Client privilege, all such rights being reserved and not waived, and (b) intended only for the use of the named recipient(s). If you have received this communication in error, please notify us immediately by return email or telephone and delete all copies of the original message. If you are not an intended recipient, you are advised that copying, forwarding or other distribution of this email is strictly prohibited. Thank you.
From: Chad Dorsett
Chad Dorsett
ConstructShield® 7007 84th Street SE Calgary, AB T2C 4T6 E: [email protected] P: +1.587.331.6220 C: +1.306.604.1717 F: +1.403.648.8928 www.BuildingBetter.com
NOTE: The information contained in this email (including any attachments) is: (a) confidential, proprietary, intellectual property, and subject to copyright, and may be subject to Company /Client privilege, all such rights being reserved and not waived, and (b) intended only for the use of the named recipient(s). If you have received this communication in error, please notify us immediately by return email or telephone and delete all copies of the original message. If you are not an intended recipient, you are advised that copying, forwarding or other distribution of this email is strictly prohibited. Thank you.
From: Browning, Cameron
Grant, Chad,
Please take notice that on March 12, 2020 KPMG Inc. was appointed receiver and manager (the “Receiver”) over the assets and undertakings of the Company pursuant to a court order of the Court of Queen’s Bench of Alberta (the “Order”). A copy of the Order is enclosed for your reference.
4 The records of the Company indicated that you are indebted to the Company in the amount of $137,131.08, comprised of various invoices dating back to September 2019. If the above information is incorrect, please advise us of the same and kindly provide us with copies of the document that support a revised amount due to the Company. Also note, we are still awaiting Enmax and Direct Energy invoices and will bill upon receipt.
If you agree with the amount of indebtedness shown above, please take notice that payment of your account is now due and payable and that only KPMG Inc. is empowered to discharge the obligation due from you to the Company and that payment to any other party other than KPMG Inc. in its capacity as Receiver will not release you from this obligation. Your cheque should be payable to “KPMG Inc. Receiver of Bolt Offsite Ltd.”, and delivered to KPMG Inc. at the address below:
KPMG Inc. Bow Valley Square II Suite 3100 205 - 5 Avenue SW Calgary, Alberta T2P 4B9
Please confirm receipt and provide confirmation that payment will be made in due course.
Thanks,
Cameron Browning, CPA Manager Deal Advisory│Restructuring & Turnaround
T 403 691 8413 [email protected]
From: Fabienne Ipema [mailto:[email protected]] Sent: Monday, March 16, 2020 2:04 PM To: Jane Zhao
Good afternoon Jane,
Please see attached invoice for February with the backup. I will bring you a physical copy shortly. We are not charging you Telus security but you might want to let the landlord know that you are taking it over since we are no longer here. Please note that there will be another month’s charge for Enmax and Direct Energy once we receive their February invoice.
I am also including an updated aging totaling $133,020.33 owing to us.
Please let us know if you have any questions.
Best Regards,
Fabienne Ipema Cost Accountant E - [email protected]
------5 This email was sent to you by KPMG (http://info.kpmg.ca). To sign up to receive event invitations and other communications from us (we have some informative publications that may be of interest to you), or to stop receiving electronic messages sent by KPMG, visit the KPMG Online Subscription Centre (http://subscribe.kpmg.ca).
At KPMG we are passionate about earning your trust and building a long-term relationship through service excellence. This extends to our communications with you.
Our lawyers have recommended that we provide certain disclaimer language with our messages. Rather than including them here, we're drawing your attention to the following links where the full legal wording appears.
Disclaimer concerning confidential and privileged information/unintended recipient (http://disclaimer.kpmg.ca). Disclaimer concerning tax advice (http://taxdisclaimer.kpmg.ca).
If you are unable to access the links above, please cut and paste the URL that follows the link into your browser.
------
6 Pimienta, Cristina
From: Marla McCutcheon
Hi Emily
Further to the below and my prior correspondence, there is no supporting documentation to be supplied which is very different from a refusal to supply supporting documentation. We were sent invoices from Bolt of which KPMG has supplied a summary of and this would be the documentation available. We do not feel these amounts are owing to Bolt and both parties have determined that no formal lease or rental contract was signed. The draft document supplied by KPMG only further supports our position that monies are not owing from ConstructShield to Bolt.
If KPMG, on behalf of Bolt, has supporting documentation to support their position, please send this to my attention at your earliest convenience.
Sincerely
Marla McCutcheon
From: Paplawski, Emily
Chad,
We are happy for Marla to provide an explanation as to why the company does not agree with the outstanding balance, however, as discussed further in our letter, supporting documentation must be provided. To date, Constructshield has advised it does not agree with the balance, but has not provided any accounting, contractual, or other documentation backing up its view. Another explanation without documentary support will not satisfy the requirements of the Receivership Order.
Regards,
Emily Paplawski Associate 403.260.7071 | [email protected] Osler, Hoskin & Harcourt LLP | osler.com From: Chad Dorsett
Hi Elena.
Your letter is very inaccurate.
We have replied to every email in a timely manner and have maintained that we DO NOT AGREE with the supposed outstanding balances.
We have clearly outlined why in various emails.
Marla our CFO will respond to this thread one final time with an explanation of why we DO NOT AGREE with the supposed outstanding balances.
Thanks.
CHAD DORSETT SHLD Building Systems a division of ConstructShield Products Corp.
phone: 1.306.604.1717 address: email: [email protected] 7007 84th Street SE
web: www.shldbuilt.com Calgary, AB T2C 4T6
NOTE: The information contained in this email (including any attachments) is: (a) confidential, proprietary, intellectual property, and subject to copyright, and may be subject to Company /Client privilege, all such rights being reserved and not waived, and (b) intended only for the use of the named recipient(s). If you have received this communication in error, please notify us immediately by return email or telephone and delete all copies of the original message. If you are not an intended recipient, you are advised that copying, forwarding or other distribution of this email is strictly prohibited. Thank you.
On Tue, Apr 28, 2020 at 11:16 AM Pratt, Elena
Good afternoon,
Please see the attached correspondence of today’s date.
Kind regards,
Elena Pratt Legal Assistant to Randal S. Van de Mosselaer, Emily Paplawski and Jan Nitoslawski (Student-at-Law). 403.592.7269 | [email protected]
2 Osler, Hoskin & Harcourt LLP Suite 2500, TC Energy Tower 450 - 1st Street S.W. Calgary, Alberta, Canada T2P 5H1
********************************************************************
This e-mail message is privileged, confidential and subject to copyright. Any unauthorized use or disclosure is prohibited.
Le contenu du présent courriel est privilégié, confidentiel et soumis à des droits d'auteur. Il est interdit de l'utiliser ou de le divulguer sans autorisation.
********************************************************************
3
APPENDIX “D”
CORRESPONDENCE WITH THE DIRECTORS
KPMG Inc. DA - Restructuring&Turnaround (28100035) 205 5th Avenue SW Suite 3100 Calgary AB T2P 4B9 Tel 403-691-8000 Fax 403-691-8008 www.kpmg.ca
Mr. Dan Fernandez Mr. Jonathan Lochhead
April 28, 2020
Dear Sirs:
Re: KPMG Inc. (the “Receiver”) in its capacity as Receiver of Bolt Offsite Inc. (“Bolt”) We write further to our recent discussions and email exchanges in this receivership.
As you will be aware, the Receiver continues to try to collect information related to Bolt’s business and affairs, and continues to have difficulties in this regard. In your email of April 22 you indicate that you have provided the Receiver with “requested information”. However, we point out that your obligation under the March 12 Receivership Order (and in particular paragraphs 4 and 5 of that Order) is much broader than providing the Receiver with “requested information”. You have an obligation to (amongst other things):
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 the Debtor, 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
As such, you have a positive obligation to provide the Receiver with all such information and “Records” – regardless whether the Receiver specifically asks for them. At the moment the Receiver is concerned that there is a good deal of information and Records which have not yet been provided to it. Just as an example, your email of April 22 attached three documents which had never previously been provided to the Receiver. Those documents, and any other Bolt documents, were to have been provided to the Receiver immediately upon appointment.
Accordingly, the Receiver finds itself now having to demand upon strict and complete compliance with your obligations under the Receivership Order, and in particular paragraphs 4 and 5 of that Order. Please immediately advise us of the existence and locations of all such Records so that the Receiver would be able to obtain copies of same.
KPMG Inc. is a subsidiary of KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
Mr. Dan Fernandez Re: KPMG Inc. (the “Receiver”) in its capacity as Receiver of Bolt Offsite Inc. (“Bolt”) April 28, 2020
In addition, and without limiting the generality of the foregoing, we require the following specific information:
1. Please provide us with the Bolt equipment list, or advise where same can be found; 2. Please provide us with detailed information with respect to what became of the equipment which had been in the Bolt facility prior to the Receiver’s March 12, appointment, including: a. A detailed listing of what equipment had been on site and which was removed on or before March 12 prior to the Receiver’s appointment; b. A detailed listing of where any such removed equipment went and who took possession of it; 3. Copies of all project contracts that Bolt had ongoing as at March 12 and all related documents. Specifically, please advise as to the names of all other parties involved in the TH3 project in Kimberley and the Tsawwassen First Nation project; 4. Please advise as to the location of the books and records of Bolt’s wholly owned subsidiary Achieve Community Housing Corp. dba Linq Developments; 5. Please advise as to the location of the accounting records for the TH3 project in Kimberley and the Tsawwassen First Nation project; 6. Please provide the Receiver with all other books, records, files, contracts, accounting records and other Records, as that term is defined in the March 12 Order, and whether in electronic or paper form; and 7. Please respond to inquiries by the Receiver for questions pertaining to information found in the books and records and other sources.
Please provide us with your advice in respect of the foregoing as soon as possible, and in any event not later than the close of business on Thursday, April 30. Failure to do so will result in the Receiver taking such steps as it may consider necessary to enforce compliance with the Receivership Order.
Yours sincerely
Neil Honess Senior Vice President
Letter to M1.docx 2
Osler, Hoskin & Harcourt LLP Suite 2500, TransCanada Tower 450 – 1st Street S.W. Calgary, Alberta, Canada T2P 5H1 403.260.7000 MAIN 403.260.7024 FACSIMILE
Calgary May 14, 2020 Emily Paplawski Direct Dial: 403.260.7071 Toronto [email protected] Our Matter Number: 1208836
Montréal SENT BY ELECTRONIC MAIL ([email protected])
Ottawa Carscallen LLP
Vancouver 332 6 Ave SW #900 Calgary, AB T2P 0B2 New York Attention: Michael J. Whiting
Dear Sir:
Re: In the Matter of the Receivership of Bolt Offsite Ltd. (“Bolt”) Alberta Court of Queen’s Bench Action No. 2001-03354
As you know, we are counsel to KPMG Inc. in its capacity as Receiver of Bolt (the “Receiver”). We write in response to your letter of April 29, 2020 in which you request that the Receiver provide a detailed report on an alleged break-in at Bolt’s facility.
The Receiver is not aware of any break-in at Bolt’s facility, either as described in your letter or at all. When the Receiver attended at the facility upon its appointment, there was no indication that any windows or doors to the facility had been tampered with, nor was there any evidence of external or internal damage to the facility. However, as noted in our previous correspondence, the Receiver identified various valuable pieces of equipment owned by Bolt which were missing from the facility, including the 2009 New Holland Skid Steer Model L180 S/N N8M489470 and the Airwolf 3D EVO 22 Additive Printer. Since its appointment, the Receiver has also discovered that the security cameras at the facility were either turned off or not functioning as at the date of its appointment. The Receiver is accordingly taking steps to locate the missing equipment by seeking information both from your clients and other relevant persons.
We confirm that the Receiver is continuing to review information provided by your clients and will follow-up as necessary with them as further information is received/reviewed.
Yours truly,
Emily Paplawski EP:ep
c: Neil Honess and Cristina Pimienta, KPMG Inc. Randal Van de Mosselaer, Osler Hoskin & Harcourt LLP
LEGAL_CAL:14756362.1
Osler, Hoskin & Harcourt LLP Suite 2500, TransCanada Tower 450 – 1st Street S.W. Calgary, Alberta, Canada T2P 5H1 403.260.7000 MAIN 403.260.7024 FACSIMILE
Calgary June 4, 2020 Randal Van de Mosselaer Direct Dial: 403.260.7060 Toronto [email protected] Our Matter Number: 1208836
Montréal SENT BY ELECTRONIC MAIL ([email protected])
Ottawa Carscallen LLP
Vancouver 332 6 Ave SW #900 Calgary, AB T2P 0B2 New York Attention: Michael J. Whiting
Dear Sir:
Re: In the Matter of the Receivership of Bolt Offsite Ltd. (“Bolt”) Alberta Court of Queen’s Bench Action No. 2001-03354
As you know, we are counsel to KPMG Inc. in its capacity as Receiver of Bolt (the “Receiver”). We confirm that you are counsel to Dan Fernandez and Jonathan Lochhead, the former principals of Bolt. We write further to the Receiver’s letter of April 28, 2020 and our letter of May 14, 2020.
As we have previously brought to the attention of your clients, section 4 of the Receivership Order granted by the Honourable Mr. Justice Jeffrey on March 12, 2020 (the “Receivership Order”) requires your clients to forthwith advise the Receiver of the existence of any Property in their possession of control, grant the Receiver immediate and continued access to the Property, and deliver all Property to the Receiver upon the Receiver’s request. Section 5 of the Receivership Order similarly requires that your clients immediately provide the Receiver with access to any computer programs, computer tapes, computer disks, or other data storage media containing information in respect of Bolt.
Upon the appointment of the Receiver pursuant to the Receivership Order, the Receiver attended at Bolt’s premises and confirmed that the computer server (the “Server”) containing Bolt’s books and records was missing. Your clients confirmed to the Receiver’s representative that they had removed the Server from the premises and moved it to one of their homes as they were concerned with the security of the premises and wanted to ensure the Server’s safekeeping. The Receiver requested that the Server be delivered to it, and your clients delivered to the Receiver what they said was the Server.
The Receiver has recently been advised that contrary to the terms of the Receivership Order and your clients’ representations, the purported “Server” delivered to the Receiver by your clients was not the Server, and was nothing more than an uninterrupted power supply (UPS) and a switch. The Server was not, and has not been, provided to the Receiver. The Receiver is prepared to give your clients the benefit of the doubt that their failure to deliver the
Page 2
Server was an oversight if they deliver the Server to the Receiver immediately and, in any event, by no later than June 8, 2020. Once the Server is delivered to the Receiver it will complete a forensic analysis to confirm that the Server has not been tampered with.
In the event the Server is not delivered to the Receiver on or before June 8, 2020, or the Receiver discovers that your clients have tampered with the Server in any manner, the Receiver will bring your clients actions to the attention of the Court and seek all necessary and appropriate relief against them. We ask that you please remind your clients that failing to comply with the Receivership Order is a very serious matter.
In addition to the Server, it has also come to the attention of the Receiver that your clients have information in respect of the whereabouts of the 2009 New Holland Skid Steer Model L 180 S/N N8M489470 and the Airwolf 3D EVO 22 Additive Printer. As previously requested, and in accordance with the terms of the Receivership Order, the Receiver hereby demands that your clients immediately provide it with information regarding the location of the equipment, and contact information for the person(s) in possession of the equipment. Unless such information is forthcoming on or before June 8, 2020, the Receiver intends to serve Messrs. Fernandez and Lochhead with notices to attend for questioning, and/or bring an application before the Court for the appropriate relief against them.
We look forward to receiving the Server and all information requested herein.
Yours truly,
Randal Van de Mosselaer
EP:ep c: Neil Honess and Cristina Pimienta, KPMG Inc. Kyle Kashuba, Torys Emily Paplawski, Osler Hoskin & Harcourt LLP
Michael J. Whiting
Direct Line: (403) 298-8473 [email protected]
File No. 30342.001 June 22, 2020
BY EMAIL
Osler, Hoskin & Harcourt LLP 2500, 450 - 1st Street SW Calgary, AB T2P 5H1
Attention: Randal Van de Mosselaer
Dear Sir:
Re: In the Matter of the Receivership of Bolt Offsite Ltd. Queen's Bench of Alberta No. 2001-03354
We are in receipt of your correspondence dated June 4, 2020.
In response to the whole of your letter, Messrs. Fernandez and Lochhead deny all allegations of wrongdoing, and deny that they have breached the terms of the Receivership Order.
With respect to the 2009 New Holland Skid Steer Model L180 S/N N8M489470 and the Airwolf 3D EVO 22 Additive Printer, our clients maintain that they do not know when, how or who removed these assets from the Bolt facility. Further, our clients reiterate that they do not know the present whereabouts of these assets. If the Receiver has received any information to the contrary, our clients view such information is false, misleading and potentially defamatory, and they are eager to confront such allegations.
As it relates to missing computer server (the “Server”). Mr. Fernandez confirms that shortly before the Receiver was appointed, he did remove two (2) pieces of computer equipment from the Server room, which he believed to be the Server. As Mr. Fernandez has previously indicated, prior to the appointment of the Receiver, Bolt Offsite Ltd. (“Bolt”) was involved in a dispute with a former employee. The dispute involved allegations that the former employee copied certain files and information from the Server prior to his termination and then started a competing business. Mr. Fernandez removed what he believed to be the Server from the facility because of ongoing concerns about security. Mr. Fernandez has since returned the two (2) pieces of computer equipment that he removed from the facility to the Receiver. Our clients maintain that they did not remove any other computer equipment from the Server room.
{03144764-1}
Page 2
Our clients have been and will continue to cooperate fully with the Receiver in accordance with their obligations under the Receivership Order. If the Receiver requires any additional information, please advise.
Yours truly,
CARSCALLEN LLP
Michael J. Whiting
MW
{03144764-1}
APPENDIX “E”
RECEIVERSHIP NOTICE
BANKRUPTCY AND INSOLVENCY ACT
Form 87
Notice and Statement of the Receiver (Subsections 245(1) and 246(1) of the Act)
IN THE MATTER OF THE RECEIVERSHIP OF THE PROPERTY OF BOLT OFFSITE LTD.
The Receiver gives notice and declares that: 1. On the 12th day of March, 2020, the undersigned, KPMG Inc., became the receiver and manager (the “Receiver”) in respect of the property of Bolt Offsite Ltd. (the “Company”) (the “Property”).
The Property of the Company can be summarized as follows1:
Estimated Amount (CAD $) Work in progress 5,192,717 Inventory 3,402,594 Accounts receivable 2,101,687 Prepaid expenses 280,408 Miscellaneous assets 268,776 Property, plant, and equipment 231,852 Funds held in trust 5,796 Lien recovery Unknown Total 11,483,830
2. The undersigned became the Receiver in respect of the assets, undertakings and properties described above by virtue of being appointed by the Court of Queen’s Bench of Alberta File No. 2001-03354, Calgary Judicial Centre, dated March 12, 2020. A copy of the appointing order can be found on the receiver’s website at: https://www.kpmg.com/ca/bolt.
3. The undersigned took possession or control of the property described above on the 12th day of March, 2020.
4. The following information relates to the Receivership:
(a) Address of insolvent persons: 7007 84 St. S.E. Calgary, AB T2C 4T6
(b) Principal line of business: Construction
(c) Location of business: 7007 84 St. S.E. Calgary, AB T2C 4T6
1 The above summary of estimated assets has been prepared based the books and records of the Company and may not accurately reflect the net realizable value of the Company’s assets. Page 1 of 2
Notice and Statement of the Receiver (Subsections 245(1) and 246(1))
(d) Estimated amount owed by the Company to each creditor who holds security on the property described above2: Estimated Amount (CAD $) Royal Bank of Canada 1,784,257 Lenovo Financial Services Unknown The Guarantee Company of North America Unknown Tsawwassen First Nation Unknown Total 1,784,257 (e) The list of other creditors of the insolvent persons and the amount owed to each creditor (to the extent that it is known) and the total amount due by the insolvent persons is attached to this notice as Appendix “A”.
(f) The intended plan of action of the Receiver during the receivership, to the extent that such a plan has been determined, is to preserve the property and eventually realize on that property, subject to various considerations.
(g) Contact Person for Receiver: Cameron Browning Andrew Brausen KPMG Inc. KPMG Inc. Suite 3100, 205-5th Avenue SW Suite 3100, 205-5th Avenue SW Calgary, AB, T2P 4B9 Calgary, AB, T2P 4B9 Telephone: (403) 691-8413 Telephone: (403) 691-8092 Facsimile: (403) 691-8008 Facsimile: (403) 691-8008 Email: [email protected] Email: [email protected]
Dated at Calgary, Alberta, this 19th day of March, 2020.
KPMG Inc., in its capacity as receiver and manager of Bolt Offsite Ltd. and not in its personal or corporate capacity
Per: Neil Honess Senior Vice President
2 Amount owing to Royal Bank of Canada is based on the Affidavit of A. Masson dated February 28, 2020.
Page 2 of 2 APPENDIX "A" BOLT OFFSITE LTD. UNSECURED CREDITOR LISTING NAME AMOUNT (CAD $) 1923726 Alberta Ltd. 2,000.00 1989425 Alberta Ltd. 10,111.50 590140 Alberta Ltd. 205,601.42 AAA Steel Ltd. 14,976.25 ABBL Hardware Inc. 94,693.01 ABnet 3,767.40 Acklands Grainger 492.28 Action Security Locksmiths 3,068.86 Advanced Heating 66,445.89 Advantage Builders 15,341.62 AKX Lumber Ltd. 10,167.58 Alberta Glass Company Unknown All Metal Manufacturing 7,884.11 Allmar 23,550.12 Alpine Gas & Supplies 326.71 Amelco Electric 34,436.43 Aqua Air Systems Ltd. 404,060.65 Arctic Arrow Ltd. 18,721.24 Arkton Steel Inc. 302,128.01 Arthur J. Gallagher Canada Ltd. 3,564.19 BC Ministry of Finance 3,316.12 Black Bear Mechanical Ltd. 3,140.25 Box Living Design Unknown Boyd Distributors Inc. 48,005.94 BP Disposal 50,896.82 Broda Drywall Ltd. 33,859.35 C. Young’s Construction 3,241.79 Calgary Construction Association 1,869.00 Calgary Fasteners 35,013.46 Calvey Harvey Exp 111,186.92 Canadian Linen and Uniform 288.84 CanWel Building Materials Division 22,266.23 Canzeal Construction Unknown Cascade Aqua Tech 4,404.88 Cerato Electric Ltd. 719.25 Cervus 3,937.50 Chad Dick 19,101.94 Clark Builders Unknown Clean Line Plumbing 23,034.90 Cloverdale Paint Inc. 3,771.25 Colin Parfey Carpentry Unknown Commercial Construction Supply 4,188.11 Convergint Technologies 9,590.41 Convoy Supply Ltd. 145,667.90 Cre8tive Technology and Design 18,988.89 Creative Door Services Ltd. 51,018.65 Dan Fernandez. 1,000.00 Dannburg Floor Coverings 75,256.76 APPENDIX "A" BOLT OFFSITE LTD. UNSECURED CREDITOR LISTING NAME AMOUNT (CAD $) Dannburg Holdings Corp. LTD 175.00 Desa Glass 1,580.25 DKGC Enterprises 2016 Inc. Unknown Dominion Stamps and Engraving 56.28 Domoco Woodwork LTD 27,600.00 Domoslai Desighs Ltd. 8,589.00 Dryco Building Supplies Inc. 248,751.73 EdgeMark Capital and Advisory Services 59,200.00 Emco 12,267.86 Emcor Development Corporation 32,030.55 Envy Interiors Inc 2,015.77 Epicor Software Corporation 13,353.12 First Insurance Unknown flip9 78.76 Flooring Superstores - Cranbrook 1,736.74 Flynn Canada Ltd. 61,600.01 Fortis 48.33 G.O Drywall 43,353.65 Gallagher Benefit Services 15,220.00 GCI Goldbar Contractors Inc Unknown GFL Environmental Inc. 2,801.41 Glass Doctor of Calgary 95,161.95 GoFor Industries Inc. 4,523.94 Going Places Courier 901.63 Gregg Distributors Unknown Guardian Ventures Ltd 25,853.10 Hearth + Home 2,781.43 Herc Rentals Unknown High "R" Expectations Inc. 1,514.10 Hilti Canada 22,496.91 HyCal Overhead Crane 3,490.20 Integral Group Consulting 4,908.75 Integrity Building Products 105,351.48 J&G Drywall Ltd 15,529.90 Jay's Metal Products Ltd. 1,610.41 Jayson Hood 1,102.50 KBM Commercial Floor Coverings Inc. 212,163.93 Kimberley Building Supplies 13,326.26 Kimberley Electric Ltd. 3,534.83 Kitspoint Associates 700.00 KMS Tools & Equipment 1,627.45 Laser Wall Protection 514.79 Lux Windows & Glass Ltd. 34,290.75 M&R Electrical Ltd. 33,042.92 Maintain Engineering 1,323.00 May City Rolling Mills Ltd 41,918.15 MC3 Manufacturing Inc. 373,979.55 Meriam Contracting Ltd. 107,623.57 APPENDIX "A" BOLT OFFSITE LTD. UNSECURED CREDITOR LISTING NAME AMOUNT (CAD $) Merx 31.50 Messer Canada Inc 226.55 Modular Strategy Inc 44,323.84 Monarch Siding 1,174.17 MPE Engineering Ltd 199,182.38 MSC Industrial Supply 6,020.23 National Alarm & Southern Sound Inc. 661.50 National Fire Equipment 1,741.34 Ningbo ZhongLian Steel Structure Co. Ltd. 241,748.02 Norwesco Industries 629.44 NXTechnology Inc. 2,447.54 One Stop Rentals 113,855.63 ONSITE I.T. 24,663.98 Paint That and More 724.50 Peak Heavy Haul 129,294.41 Phoenix Metals Ltd. 4,681.13 Platinum Renovations Ltd. 27,174.00 Praxair Canada Inc. 125.76 Prestige Hauling 28,325.46 Prime Movers Unknown PrinterWorks West 1,419.87 Pro-Line Building Materials Ltd. 148,986.60 Q-Line Trucking 212,180.59 QAI Laboratories 6,090.00 Radius Projects 6,174.00 RBBN Contractors and Painting Ltd. 15,395.10 Reach Conferencing 8.83 Red Star Drywall Ltd. 95,161.50 Regal Building Materials Ltd. 18,941.47 Remedy 4,089.75 RGO Flooring Ltd. Unknown RIMK Industries Inc. 5,714.10 Rollfab Industries Ltd. 30,249.34 RSM Canada Consulting LP 1,764.00 Ryfan Electric Ltd. 56,959.84 Sandor Rental Equipment Ltd. 62,494.60 Screwy Louie's 1,714.14 Shaw Business 2,938.10 Sherwin Williams Canada 70.84 Shred-it 877.60 Shrinkit 7,496.63 Silvertip Open Camp Ltd. 19,012.50 SIS Ltd. 82,268.92 Sockeye Modular Installations 62,704.31 Spy Design Inc. 219.45 Steeples Construction Ltd. 138,247.85 StonHard 6,856.98 Sunbelt Rentals of Canada Inc. 25,894.27 APPENDIX "A" BOLT OFFSITE LTD. UNSECURED CREDITOR LISTING NAME AMOUNT (CAD $) Sunscape Painting 5,688.90 Sure Print and Copy 1,576.58 TecCanada 1,942.50 The Bolt Supply House Ltd. 16,934.68 Tingle Merrett LLP 1,026.38 Titan Electrical Services Ltd. 160,510.88 TITAN SUPPLY 279.57 Trimet Building Products Inc. 26,162.59 TriView Glass and Aluminum Inc. 42,777.00 Trotter & Morton Building Technologies 19,225.27 Uline Canada 1,388.07 United Roofing Inc. Unknown United Supreme Group 6,266.40 V V Colony Farming Co. Ltd 129,902.94 Vicwest 26,084.14 Vipond Inc. 20,475.00 WALLWORKS Unknown Watson & Barnard 1,366.26 West Thorn Custom Finishing 3,774.79 Western Crating International Ltd. 18,106.33 Western Noise Control Ltd. 17,144.15 WildRose Vacuum Services 7,662.43 Windsor Plywood 6,844.98 WNC Western Noise Control 2,444.19 Wojciech Wardynski 2,000.00 Wolfsberg Woodwork Ltd. 1,920.60 Wolsey Structural Engineering Ltd 1,575.00 WPCLOUD 25.20 WSP 28,548.81
APPENDIX “F”
LETTER FROM LANDLORD TO TENANT
APPENDIX “G”
STATEMENT OF RECEIPTS AND DISBURSEMENTS
IN THE MATTER OF THE RECEIVERSHIP OF BOLT OFFSITE LTD. RECEIVER'S STATEMENT OF RECEIPTS AND DISBURSEMENTS FOR THE PERIOD MARCH 12, 2020 TO DISCHARGE
RECEIPTS AMOUNT (CAD$) Receivers certificate 100,000 Asset sale proceeds 97,681 Other collections 6,015 Opening balance 322 TOTAL RECEIPTS 204,018 DISBURSEMENTS Payroll, wages and contractors (16,907) Software and hardware (500) Security (320) Bank fees (69) GST (41) TOTAL DISBURSEMENTS (17,837) ESTIMATED PENDING DISBURSEMENTS (186,181) EXCESS OF RECEIPTS OVER DISBURSEMENTS -
APPENDIX “H”
PROFESSIONAL FEES INVOICES
KPMG Inc. Payment Address: Suite 3100 Bow Valley Square II KPMG LLP, T4348 205 - 5th Avenue SW P.O. Box 4348, Station A Calgary, AB T2P 4B9 Toronto, ON M5W 7A6
December 2, 2020 Bolt Offsite Ltd. Draft Bill : 5003585127 7007-84th Street SE Reference : 2001171737 Calgary, AB T2C 4T6 Client : 1003416574 Contact : Neil Honess Telephone : (403) 691-8014 Email : [email protected]
For the professional services rendered during the period March 12, 2020 - November 27, 2020 pursuant to our role as Receiver and Manager of Bolt Offsite Ltd. as appointed by the Court of Queen’s Bench of Alberta.
See attached schedules for a summary of time by individual.
Our Fee $ 108,865.00 CAD Disbursements 693.24
$ 109,558.24 CAD GST 5,477.91
Amount Due $ 115,036.15 CAD
Payment is due upon receipt GST/HST Number 12236 3153 RT0001 QST Registration 1023774310 TQ0001
CAD Cheque Payments: KPMG LLP, T4348, P.O. Box 4348, Station A, Toronto, ON M5W 7A6 Please return remittance advice with cheque.
CAD Wire Payments: Beneficiary: KPMG LLP Bank Details: TD Canada Trust, 55 King St. West,Toronto, ON M5K 1A2, Bank Code # 004, Transit # 10252, Account # 0938281, Swift Code TDOMCATTTOR Please e-mail related wire payment details including invoice number to [email protected]
Invoice No: 5003585127 Reference: 2001171737 Client: 1003416574 Amount: $ 115,036.15 CAD
KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP. Page 1 of 1 Bolt Offsite ‐ 2020 ‐ Receivership Professional Fees Summary For the Period March 12, 2020 ‐ November 27, 2020
Name Position Hours Std Rate Fee Neil Honess Partner 22.80$ 550.00 12,540.00 Liezel Pistorius Senior Manager 2.75$ 450.00 1,237.50 Cameron Browning Manager 136.90$ 350.00 47,915.00 Cristina Pimienta Manager 71.25$ 350.00 24,937.50 Des Anderson Senior Consultant 50.00$ 250.00 12,500.00 Andrew Brausen Senior Consultant 34.80$ 250.00 8,700.00 Annette Chopowick Technician 6.90$ 150.00 1,035.00 Total 108,865.00
Expenses Mail forwarding 262.55 Travel 430.69 Total 693.24
Subtotal 109,558.24 GST (5%) 5,477.91 Grand Total $ 115,036.15 Bolt Offsite ‐ 2020 ‐ Receivership Time Narrative For the Period March 12, 2020 ‐ November 27, 2020
Name Date Hours Description Neil Honess 16‐Mar‐20 1.00 Various discussions regarding day 1 activities. Neil Honess 17‐Mar‐20 1.90 Various emails with C. Browning re discussion of contracts and determination as to which projects to continue; discussions with R. Van de Mosselaer re same; call with A. Masson at RBC re current situation and update on actions to come. Neil Honess 18‐Mar‐20 1.80 Review of notice to creditors and discussion with C. Browning re same; further discussions re update on contracts and issues re obtaining confirmation of removal of risk and recovery of holdback. Neil Honess 19‐Mar‐20 1.20 Various discussions re projects with C. Browning and R. Van de Mosselaer; call with Bruce Edgelow re projects and directors. Neil Honess 23‐Mar‐20 1.10 Various emails re creditors with Kyle and R. Van de Mosselaer; email with Osler's re contracts; discussion with C. Browning re same. Neil Honess 24‐Mar‐20 0.80 Review of Tsassewen issue, email re same; call with Osler's re strategy. Neil Honess 26‐Mar‐20 0.40 Review of email re Lethbridge schools and comments thereon; email with C. Browning re LINQ matter and review of materials. Neil Honess 27‐Mar‐20 0.60 Various emails re Ledcor and potentially disclaiming contract; review of Ledcor email in response to our requested changes to the contract and discussion with C. Browning and Osler's re same. Neil Honess 30‐Mar‐20 0.70 Call with Kluane Partners and follow up thereto. Neil Honess 31‐Mar‐20 0.70 Review of receiver's cert and letter re same and discussion with C. Browning re interest rate; review of potential Ledcor assignment and various discussions with. Neil Honess 1‐Apr‐20 0.20 Update on Ledcor and Alberta Infrastructure position. Neil Honess 3‐Apr‐20 0.40 Review of various emails re Lethbridge Schools issues and discussions thereon. Neil Honess 6‐Apr‐20 0.40 Update re current situation re Ledcor and Alberta Infrastructure and emails re same. Neil Honess 7‐Apr‐20 0.70 Review of emails from creditors and re security position; review of Ledcor's position letter and discussion thereon. Neil Honess 8‐Apr‐20 0.70 Update email with Kluane; review of various emails re creditors; review of Ledcor response and emails with Osler's re same; update call with C. Browning and plan for update to RBC. Neil Honess 9‐Apr‐20 1.10 Review of AI correspondence; review of various creditor matters; update to RBC and response thereto. Neil Honess 13‐Apr‐20 0.70 Review of letters to Ledcor, subcontractors and approval thereof; discussion with C. Browning re remaining assets. Neil Honess 14‐Apr‐20 0.60 Discussion with A. Masson, RBC and preparatory discussion with C. Browning re remaining assets and future plans. Neil Honess 15‐Apr‐20 0.40 Call with Bruce Edgelow. Neil Honess 20‐Apr‐20 0.80 Various emails with respect to the LINQ matter; discussion with C. Browning re auction Neil Honess 21‐Apr‐20 0.30 Update letter re Ledcor contract; various emails re LINQ project. Neil Honess 22‐Apr‐20 0.50 Various emails re LINQ matter ‐ 0.3; emails re auction plan. Neil Honess 23‐Apr‐20 0.50 Call with Osler's re LINQ matter and how we move forward. Neil Honess 27‐Apr‐20 0.10 Review of Tory's letter to Directors Neil Honess 28‐Apr‐20 0.10 Update on directors letter and update on contract CFO matters. Neil Honess 29‐Apr‐20 0.20 Review of letter from tenant and emails from Osler's. Neil Honess 30‐Apr‐20 0.30 Various emails with Steinke re information. Neil Honess 1‐May‐20 0.10 Case update with C. Browning. Neil Honess 7‐May‐20 0.30 Email re records to creditor; discussion re actions with C. Browning and C. Pimienta. Neil Honess 8‐May‐20 0.70 Update with C. Pimienta re Steinke questions; update note to A. Masson. Neil Honess 11‐May‐20 0.10 Email to Osler's re claim on items auctioned. Neil Honess 12‐May‐20 0.10 Emails re organizing update call. Neil Honess 13‐May‐20 0.70 Update call with Osler's; call with James Carlson re auction proceeds; update of memo to RBC. Neil Honess 14‐May‐20 0.20 Review of various letters to tenant, directors etc. Neil Honess 19‐May‐20 0.20 Update on issues with C. Pimienta . Neil Honess 20‐May‐20 0.30 Issue re damage to modular unit; discussion re same with James Carlson (GD) and Osler's. Neil Honess 26‐May‐20 0.30 Discussion with C. Pimienta re rent, tenant and LINQ. Neil Honess 1‐Jun‐20 0.80 Update with A. Masson and discussion with Osler's re same; email to A. Masson re plan. Neil Honess 2‐Jun‐20 0.10 Email from A. Masson, forwarded to Osler's re marching orders. Neil Honess 10‐Jun‐20 0.10 Discussion with C. Pimienta re lien matter. Neil Honess 15‐Jun‐20 0.20 Discussion with Osler's re options to extract information from Directors and action thereon. Neil Honess 19‐Jun‐20 0.40 Email re Nomodic lien issue and conflict counsel; review of Osler's comments re ConstructShield matter and response thereto. Sub Total 22.80
Liezel Pistorius 29‐May‐20 2.75 FTech device retrieval & imaging Sub Total 2.75
Cameron Browning 12‐Mar‐20 8.20 Taking possession of Bolt; communication with directors; matters related to the bank account, website, and other day one activities; communication with employees and Ledcor; review of project documents and job costing. Cameron Browning 13‐Mar‐20 2.80 Issues related to the servers; communication with the staff re: server issues and projects; call with Northbridge. Cameron Browning 16‐Mar‐20 7.60 Review and analysis of projects; internal discussions re: projects; contact with vendors and former employees; review of consultancy agreements and termination letter; contact with former employees re: IT issues and QB access. Cameron Browning 17‐Mar‐20 7.40 Site matters; discussion with former employees re: books and records, IT issues, other matters; contact with other parties involved on projects and communication re: timeline, costs, completion; analysis of projects; call with N. Honess and A. Masson re: projects, receiver's certificate, etc.; review of project contracts;
Page 1 of 4 Cameron Browning 18‐Mar‐20 8.20 Review and communication with parties involved with projects; contact with various vendors and project managers; internal discussions re: completion of projects; review of bank statements and other banking documents; contact with former directors re: operations. Cameron Browning 19‐Mar‐20 8.00 Contact with Alberta Infrastructure and other parties re: Lethbridge project; communication with parties involved with the Alexis project; review of QuickBooks details and preparation of Notice and Statement of the Receiver; review of various progress billings to date. Cameron Browning 20‐Mar‐20 5.80 Review of projects; discussions with various parties involved in the projects; preliminary work on WEPPA claims and other employees matters; communication with Ledcor re: counsel. Cameron Browning 23‐Mar‐20 3.20 Review of project information from Lethbridge school division; discussion with accountant contractors; call with Ledcor re: project continuation; various operational emails and creditor inquiries. Cameron Browning 24‐Mar‐20 3.80 Review of emails re: Alexis project; review of contracts re: Lethbridge school district; internal discussion with N. Honess and Osler's re: project update; discussions with project accountants; review of details related to subtenant; discussion with third party.
Cameron Browning 25‐Mar‐20 4.20 Review of WEPPA information received; discussion with accounts re: various matters; email with subtenant re: amount outstanding; review of document re: Lethbridge school project and Alexis; preparation of analysis re: Lethbridge school project and review of contract; draft email to Alberta Infrastructure re: modular buildings. Cameron Browning 26‐Mar‐20 3.80 Discussions with creditors re: notice and other matters; draft email to AI re: modular buildings; call with GD Auctions re: review of equipment on site; follow up with Ledcor re: project. Cameron Browning 27‐Mar‐20 4.60 Review of emails re: Alexis project; review of WEPPA information; matters related to the Alexis project and options related to change order on contract or assignment of contract to other vendor. Cameron Browning 30‐Mar‐20 2.10 Discussion with Ledcor re: assignment of contract; contact with Northbridge re: same; internal discussions with N. Honess and R. Van de Mosselaer re: same Cameron Browning 31‐Mar‐20 3.00 Matters related to Alexis courthouse; email to A. Masson re: account details and receiver certificate; emails with N. Honess and R. Van de Mosselaer re: Alexis and other projects; call with Ledcor re: project continuation and assignment; phone calls with various creditors. Cameron Browning 1‐Apr‐20 2.90 Discussions with creditors; review of projects and follow up with Ledcor and Alberta Infrastructure; call with Alberta Infrastructure's counsel; discussion with Ledcor about project assignment. Cameron Browning 2‐Apr‐20 3.80 Meeting with Osler's and N. Honess re: projects and communication from creditors; phone calls with various creditors; discussion with RBC re: account transfer; Review of project details and discussion with Suberius and Northbridge. Cameron Browning 3‐Apr‐20 4.00 Review of contracts re: Alexis, etc.; internal discussions re: same with Osler's and N. Honess; discussion with former management; matters related to bond issues. Cameron Browning 6‐Apr‐20 3.50 Operational matters; discussion with A. Chopowick re: bank account; discussion with contract staff re: payment; internal discussions re: Alexis project and modular buildings.
Cameron Browning 7‐Apr‐20 3.80 Discussions re: Alexis project and modular buildings; review of email received from Ledcor; WEPPA planning and review of information and timeline. Cameron Browning 8‐Apr‐20 4.00 Internal discussions re: Ledcor and other projects; various emails with creditors; emails received from creditor counsel and discussions re: same; review of receivables; matters related to WEPPA. Cameron Browning 9‐Apr‐20 3.40 Discussion with A. Mason re: assets on site; follow up emails with various creditors and interested parties; review of banking details with A. Chopowick; preparation of disbursement information. Cameron Browning 13‐Apr‐20 3.80 Review of disclaimer letter to Ledcor, Northbridge, etc.; update letters and N. Honess e‐ signature for email out; follow up with various former staff re: the letters and disclaimer; contact with contractors re: invoices and time narratives; contact with third party property providers. Cameron Browning 14‐Apr‐20 2.80 Site visit with GD Auctions to review residual assets; discussion re: options to realize on the assets; phone call with N. Honess and A. Mason re: assets and other recovery; contact with third party property providers. Cameron Browning 15‐Apr‐20 2.60 Review of emails re: operations; follow up emails re: various receivables outstanding; emails with N. Honess re: project receivables and collections. Cameron Browning 16‐Apr‐20 2.00 Various emails re: projects, assets, etc.; internal discussions re: same; emails to creditors; review of documents received from former management; discussion with WEPP re: filing requirements. Cameron Browning 17‐Apr‐20 1.20 Email with various creditors; WEPPA review; call with A. Mason re: projects; discussions with N. Honess re: same. Cameron Browning 20‐Apr‐20 1.40 Follow up with various creditors; review of projects and further emails re: same; discussions re: auction offsite or onsite Cameron Browning 21‐Apr‐20 4.20 Bolt offsite meeting with GD Auctions and former management of the Company; Cameron Browning 22‐Apr‐20 1.50 Discussion with A. Mason; contact with creditors; follow up email to Osler's re: meeting with former management and information received; follow up re: information about missing equipment and tools. Cameron Browning 23‐Apr‐20 2.00 Matters related to WEPPA; communication with Cameron Browning 24‐Apr‐20 1.00 Communication with former employees; review of various emails. Cameron Browning 27‐Apr‐20 4.00 Onsite meeting with GD Auctions; review of assets and discussion re: same; communication with creditors; contact with former employees re: WEPP and how to fill out documents; contact with insurance provider; internal discussion re: access to information. Cameron Browning 28‐Apr‐20 3.20 Onsite for third party Cameron Browning 29‐Apr‐20 2.80 Onsite to deal with third party property; discussion with GD auctions re: live sale timeline; emails to former employees re: WEPPA applications; review of emails re: additional information requested from former management. Cameron Browning 30‐Apr‐20 2.20 Emails re: N. Steinke; email to Osler's re: plan; onsite to gather books and records from former employee. Cameron Browning 3‐May‐20 0.50 Emails re: constructively payment; review of email from former principals.
Page 2 of 4 Cameron Browning 4‐May‐20 2.00 Communication with employees re: WEPPA; review of emails re: construct shield, preparation of various letters, etc.; discussion with GD Auctions re: auction. Cameron Browning 5‐May‐20 0.40 Matters related to WEPP; communication with employees. Cameron Browning 6‐May‐20 0.40 Review of emails from former employees; email from MLT re: PacWest. Cameron Browning 7‐May‐20 0.80 Email responses for N. Steinke and A. Masson update. Sub Total 136.90
Cristina Pimienta 7‐May‐20 4.00 File transition go through financial documents and correspondence with former directors and former employees. Review documents on server. Cristina Pimienta 8‐May‐20 4.00 Finish reviewing all documents and set list of questions for follow up; respond to email from former directors and follow up questions. Cristina Pimienta 13‐May‐20 2.00 Meeting with E. Paplawski, N. Honess and R. Van de Mosselaer; reply to former shareholders; review responses from former directors; Cristina Pimienta 14‐May‐20 2.00 Review documents regarding liens that could be potentially realized; obtain documents and server to get further documentation; draft email to RBC. Cristina Pimienta 20‐May‐20 1.00 Follow up with GD auctions regarding auction and statement of account; Discuss with IT to obtain information from the Server and the laptop. Cristina Pimienta 21‐May‐20 2.00 Discussion with N. Honess regarding liens and holdbacks, discussion with E. Paplawski re next steps. Cristina Pimienta 22‐May‐20 1.50 Review correspondence received from J. Legge and N. Steinke; time lapse camera request retrieval from Bolt Site. Cristina Pimienta 25‐May‐20 1.00 Discussion with E. Paplawski re liens, tenant, various creditor letters Cristina Pimienta 26‐May‐20 1.50 Emails to J. Legge, M. Melnychuk; Nomodic Modular Lien Claim Cristina Pimienta 28‐May‐20 1.00 Review lease agreement; disclaim lease; review statement of account from GD auctions
Cristina Pimienta 2‐Jun‐20 0.50 Discussion on missing server, Steer Skid and 3D printer. Cristina Pimienta 11‐Jun‐20 1.00 Discussion regarding Nomodic lien Cristina Pimienta 16‐Jun‐20 1.00 Discussion re nomodic lien Cristina Pimienta 17‐Jun‐20 2.00 Nomodic lien claim and discussion with E. Paplawski and construction shield. Discussion regarding former officer and their cooperation. Cristina Pimienta 18‐Jun‐20 1.00 Review final claim before filing re nomodic lien Cristina Pimienta 23‐Jun‐20 1.00 Discussion with Former employees regarding missing tools, discussions with R. Van de Mosselaer, E. Paplawski and N. Honess regarding findings and next steps. Cristina Pimienta 24‐Jun‐20 4.00 Review invoice provide by landlord and review contract with landlord and with tenant; calculate estimated realizations based on review, cash on hand and expected costs. Cristina Pimienta 30‐Jun‐20 1.50 Discussion with former employee regarding assets and various other matters involving the former directors. Cristina Pimienta 6‐Jul‐20 1.50 Discussion with E. Paplawski and N. Honess on call with former employee; discussion on lien.
Cristina Pimienta 9‐Jul‐20 1.00 Discussion with E. Paplawski regarding next steps; call back to all the numbers Cristina Pimienta 10‐Jul‐20 1.00 Review update from R. Anderson on lien and letter received. Cristina Pimienta 14‐Jul‐20 1.50 Discussion with E. Paplawski regarding the information from former employees and next steps. Cristina Pimienta 15‐Jul‐20 1.00 Respond to Brunet, Jason and Shelley re Achieve Community Housing/ Bolt Offsite matter
Cristina Pimienta 16‐Jul‐20 1.00 Discussion with R. Anderson on Nomodic lien; strategy and next steps. Cristina Pimienta 20‐Jul‐20 1.50 follow up with Jordan regarding contact information; call Rockies law regarding holdback.
Cristina Pimienta 12‐Aug‐20 0.50 Various holdback discussions with Rockies law. Cristina Pimienta 19‐Aug‐20 2.00 Calls with former employees and other parties who had information regarding the assets and the former directors and officers actions. Cristina Pimienta 26‐Aug‐20 1.50 Discussion regarding lien filed; discussion with E. Paplawski regarding holdbacks; discussion regarding former directors and former employees. Cristina Pimienta 2‐Sep‐20 1.50 Call former employee and other parties regarding actions by the former directors post‐ receivership; response to LBC capital regarding leased assets. Cristina Pimienta 3‐Sep‐20 3.50 Discussion with Osler regarding landlord letter; update calculation based on new invoice and discussion with N. Honess regarding the same Cristina Pimienta 10‐Sep‐20 0.50 Legal invoices, summarize and update professional fees. Cristina Pimienta 15‐Sep‐20 1.00 Discussion on Nomodic lien with R. Anderson; respond to various queries from creditors.
Cristina Pimienta 16‐Sep‐20 1.50 Review payment disbursement; change ERP; Discussion with R. Van de Mosselaer regarding rent owing. Cristina Pimienta 17‐Sep‐20 2.50 Draft and send summary of realizations to N. Honess to determine cash needs. Cristina Pimienta 23‐Sep‐20 1.50 Finalize holdback release agreement; WIP review and update ERP; Cristina Pimienta 24‐Sep‐20 1.00 Discussion on Nomodic lien and other ongoing matters Cristina Pimienta 29‐Sep‐20 1.50 Update to N. Honess regarding status of collectibles and others. Cristina Pimienta 1‐Oct‐20 1.00 Discussion with N. Honess, R. Anderson and D. Anders on Nomodic lien. Cristina Pimienta 7‐Oct‐20 0.50 discussion with N. Honess regarding next steps Cristina Pimienta 8‐Oct‐20 1.50 discussion on landlord issue Cristina Pimienta 21‐Oct‐20 1.50 Update realization analysis; discussion with R. Anderson regarding nomodic claim. Cristina Pimienta 22‐Oct‐20 1.00 Planning for items needed to close file. Cristina Pimienta 30‐Oct‐20 1.00 Nomodic lien discussion and directions for counsel. Cristina Pimienta 16‐Nov‐20 2.75 Court report Cristina Pimienta 18‐Nov‐20 1.00 respond to queries from creditors. Cristina Pimienta 19‐Nov‐20 2.00 Start drafting First Receiver's report Sub Total 71.25
Des Anderson 1‐Oct‐20 3.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 2‐Oct‐20 7.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 5‐Oct‐20 4.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid.
Page 3 of 4 Des Anderson 6‐Oct‐20 6.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 7‐Oct‐20 7.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 8‐Oct‐20 7.50 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 9‐Oct‐20 4.00 Review and assessment of support in relation to Bolt's lien for previous work performed and not paid. Des Anderson 24‐Nov‐20 1.00 Drafting tables for the first report of the receiver. Des Anderson 26‐Nov‐20 1.50 Gathering documents for a CRA trust exam. Des Anderson 23‐Nov‐20 3.00 Drafting tables for the first report of the receiver. Des Anderson 27‐Nov‐20 3.50 Drafting tables for the first report of the receiver. Sub Total 50.00
Andrew Brausen 12‐Mar‐20 5.40 Discussion with staff on site re: bank account information and insurance information; preparation of notices to inform bank, insurance company and CRA of receivership appointment; emails to obtain approval from N. Honess re: notices. Andrew Brausen 13‐Mar‐20 6.70 Discussion with staff on site re: WCB and payroll information; setting up website link for KPMG Creditor Links; discussion with building management re: security and access; emails and phone calls with Onsite IT to maintain all IT services and functions during receivership.
Andrew Brausen 16‐Mar‐20 6.40 Discussion with staff on site re: WCB and payroll information; setting up website link for KPMG Creditor Links; discussion with building management re: security and access; emails and phone calls with Onsite IT to maintain all IT services and functions during receivership.
Andrew Brausen 17‐Mar‐20 6.20 Phone call with WCB about continuing operations; emails with KPMG website team to get documents on website for KPMG Creditor Links; emails and phone calls with various creditors re: receivership appointment, tools left on property belonging to contractors. Andrew Brausen 1‐Apr‐20 1.50 Phone calls with unsecured creditors to discuss the receivership and next steps that they can take. Andrew Brausen 2‐Apr‐20 2.30 Phone calls with contractors to organize the pick‐up of their items still located at the Bolt site; discussion with C. Browning re: same. Andrew Brausen 3‐Apr‐20 1.20 Coordinating pickup of equipment with contractors. Andrew Brausen 6‐Apr‐20 0.40 Emails and calls with contractors to set up appointments to collect property. Andrew Brausen 9‐Apr‐20 0.40 Phone call with supplier re: equipment on Bolt premises. Andrew Brausen 13‐Apr‐20 0.80 Phone calls and emails with contractors re: pick up of tools from Bolt warehouse. Andrew Brausen 14‐Apr‐20 0.90 Calls with contractors to set up pick up of tools; emails with security company to facilitate pickup. Andrew Brausen 29‐Apr‐20 0.40 Setting up mail forwarding with Canada Post. Andrew Brausen 7‐May‐20 1.00 Looking up corporate registries for companies owned by Bolt directors. Andrew Brausen 22‐Jun‐20 0.80 Emails with customers re: rental equipment held on site; phone calls with J. Sithole and C. Pimienta re: same. Andrew Brausen 17‐Aug‐20 0.40 Emails with IT company re: outstanding invoices and payment methods. Sub Total 34.80
Annette Chopowick 16‐Mar‐20 0.20 Fax to OSB (Appointment Order) Annette Chopowick 25‐Mar‐20 0.30 Attend to banking matter Annette Chopowick 2‐Apr‐20 0.20 Attend to banking matters Annette Chopowick 6‐Apr‐20 0.40 Attend to banking matters Annette Chopowick 16‐Apr‐20 0.20 Attend to banking matters Annette Chopowick 20‐Apr‐20 0.50 Attend to banking matters Annette Chopowick 22‐Apr‐20 0.50 Attend to banking Annette Chopowick 23‐Apr‐20 0.80 Attend to banking matters Annette Chopowick 24‐Apr‐20 0.30 Attend to banking matters Annette Chopowick 27‐May‐20 0.20 Bank reconciliation Annette Chopowick 23‐Jun‐20 0.20 Attend to banking matter Annette Chopowick 24‐Jun‐20 0.30 Attend at bank Annette Chopowick 29‐Jun‐20 0.10 Attend to banking matters Annette Chopowick 14‐Jul‐20 0.20 Bank reconciliation Annette Chopowick 21‐Jul‐20 0.20 Bank reconciliation Annette Chopowick 11‐Aug‐20 0.60 Attend to banking matters; attend at bank Annette Chopowick 21‐Aug‐20 0.10 Attend to banking matter Annette Chopowick 28‐Aug‐20 0.20 Bank reconciliation Annette Chopowick 17‐Sep‐20 0.40 Attend to banking matters Annette Chopowick 25‐Sep‐20 0.20 Attend to banking matter Annette Chopowick 30‐Sep‐20 0.20 Bank reconciliation Annette Chopowick 23‐Oct‐20 0.20 Bank reconciliation Annette Chopowick 11‐Nov‐20 0.20 Attend to banking matters Annette Chopowick 19‐Nov‐20 0.20 Bank reconciliation Sub Total 6.90
TOTAL 325.40
Page 4 of 4
OSLER, HOSKIN & HARCOURT LLP TransCanada Tower 450 – 1st St. SW Suite 2500 Calgary AB T2P 5H1 CANADA 403.260.7000 main
403.260.7024 facsimile
KPMG Inc. Invoice No.: 12392429 3100, 205 5 Avenue Southwest Date: April 30, 2020 Calgary, AB T2P 4B9 Client No.: 200703 CANADA GST/HST No.: 121983217 RT0001
Attention: Neil A. Honess Contact: Randal Van de Mosselaer Partner, Deal Advisory, Restructuring & Direct Dial: (403) 260-7060 Turnaround E-mail: [email protected]
For professional services rendered for Bolt Offsite Ltd. (F#1208836).
OUR FEE HEREIN 32,604.50 GST @ 5% 1,630.23 TOTAL (CAD): 34,234.73
PAYMENT DUE UPON RECEIPT
We are committed to protecting the environment. Please provide your email address to [email protected] to receive invoices and reminder statements electronically.
REMITTANCE ADVICE
Canadian Dollar EFT and Wire Payments: Cheque Payments: Invoice No.: 12392429 TD Canada Trust Osler, Hoskin & Harcourt LLP Client No.: 200703 751 3rd Street S.W. FINANCE & ACCOUNTING Calgary, Alberta T2P 4K8 (RECEIPTS) Amount: 34,234.73 CAD Transit No: 80629-0004 1 First Canadian Place Account No: 5219313 PO BOX 50 SWIFT Code: TDOMCATTTOR Toronto, Ontario M5X 1B8 Canada Email payment details to [email protected], referencing invoice number(s) being paid. Please return remittance advice(s) with cheque. osler.com
FEE SUMMARY
NAME HRS RATE FEES
PARTNER Paula Olexiuk 13.00 740 9,620.00 Dana Saric 13.70 620 8,494.00 Randal Van de Mosselaer 18.10 770 13,937.00
ASSOCIATE Emily Paplawski 0.10 540 54.00 Shaun Parker 0.90 555 499.50 TOTAL FEES (CAD): 45.80 32,604.50
FEE DETAIL
DATE NAME DESCRIPTION HRS Feb-28-20 Randal Van de Receiving and reviewing Receivership application materials. 0.80 Mosselaer Mar-02-20 Randal Van de Reviewing and commenting on draft Receivership Order. 0.60 Mosselaer Mar-03-20 Randal Van de Emails from and to proposed Receiver regarding preparation for 0.10 Mosselaer application.
Mar-04-20 Randal Van de Receiving and reviewing receivership application materials. 0.20 Mosselaer Mar-12-20 Randal Van de Prepare for and attend receivership application; Emails to and from 2.00 Mosselaer RBC’s counsel regarding security documents and service list.
Mar-14-20 Randal Van de Email from Receiver and email to construction partner regarding 0.20 Mosselaer completion of project.
Mar-16-20 Paula Olexiuk Discussions with R. Van de Mosseleur regarding subcontract; 1.00 reviewing subcontract and related materials; email correspondence with KPMG as receiver regarding same.
Mar-16-20 Emily Paplawski Emails to and from R. Van de Mosselaer regarding inclusion of 0.10 severance and termination pay in employee severance under BIA.
Mar-16-20 Randal Van de Reviewing of email from Receiver regarding completion of project 1.50 Mosselaer and reviewing of construction documents; Conference with P. Olexiuk; Email to Receiver; Email to banking partner regarding security opinion; Email to employment partner regarding employment and contractor agreements
Mar-17-20 Paula Olexiuk Reviewing Subcontract; email correspondence with R. Van de 1.40 Mosselaer regarding comments on same; reviewing various email correspondence and documents regarding same.
Mar-17-20 Shaun Parker Preliminary review and assessment of employment-related 0.90 documentation; directions to C. Hamill regarding further review of the same; corresponding with R. Van de Mosselaer regarding the same.
Mar-17-20 Randal Van de Numerous emails from and to client regarding various issues 3.00 Mosselaer including employee/contractor issues and construction contract issues; Emails with P. Olexiuk regarding construction contracts on Alexis hospital project and email to client regarding same; Emails from and to employment associate regarding terms of employment/contractor offers; Reviewing employee/contractor offers and termination letters and email to client regarding same.
Mar-18-20 Paula Olexiuk Email correspondence with R. Van de Mosselaer regarding subtrades; 0.60 email correspondence with C. Browning and N. Honess regarding same; reviewing subcontract regarding same.
Mar-18-20 Dana Saric Reviewing loan and security documents and affidavits and ancillary 6.20 documentation; reviewing corporate, Bank Act, bankruptcy and insolvency, and PPSA searches; drafting security review opinion.
Mar-18-20 Randal Van de Emails from and to D. Saric re: security reviewing; various emails to 0.40 Mosselaer and from Receiver and P. Olexiuk
Mar-19-20 Paula Olexiuk Conference call and various email correspondence with C. Browning 2.00 regarding Ledcor and Northbridge letter; drafting letter; reviewing Subcontract regarding same; telephone call and email correspondence with R. Van de Mosselaer regarding same.
Mar-19-20 Dana Saric Reviewing loan and security documents and affidavits and ancillary 6.20 documentation; reviewing corporate, Bank Act, bankruptcy and insolvency, and PPSA searches; drafting security review opinion.
Mar-19-20 Randal Van de Numerous emails to and from and telephone conversations with C. 1.50 Mosselaer Browning and P. Olexiuk regarding completion of Alexis hospital project and changes to agreements to reduce Receiver exposure; Receive and reviewing demand letter from creditor and email to Receiver regarding same
Mar-20-20 Paula Olexiuk Reviewing Subcontract; email correspondence with C. Browning 1.60 regarding summary of key provisions of same.
Mar-20-20 Randal Van de Emails to and from Receiver regarding Ledcor contract. 0.10 Mosselaer Mar-21-20 Paula Olexiuk Email correspondence to KPMG regarding key clauses of Subcontract. 0.20
Mar-23-20 Paula Olexiuk Email correspondence with N. Honess regarding Subcontract 0.30 requirements; reviewing same; email correspondence from R. Van de Mosselaer regarding status of letter to Ledcor and Northbridge; arranging call regarding same.
Mar-23-20 Randal Van de Various emails from and to Receiver regarding Ledcor contract and 0.70 Mosselaer completion of Ledcor project; Receive and reviewing email and document from M. Larson and emails to and from Receiver regarding same; Reviewing draft security opinion and email to banking partner regarding same
Mar-24-20 Paula Olexiuk Conference call and various email correspondence with C. Browning 3.20 and N. Honess regarding next steps on Ledcor Subcontract; reviewing same; email correspondence with C. Browning and N. Honess regarding Lethbridge modular units; reviewing agreement and documents relating to same.
Mar-24-20 Dana Saric Email correspondence with R. van de Mosselaer; reviewing 0.60 documents underlying draft opinion.
Mar-24-20 Randal Van de Telephone call with and various emails to and from Receiver and P. 1.30 Mosselaer Olexiuk regarding revisions to Ledcor contracts to allow adoption by Receiver; Emails from and to Receiver and email to M. Larsen regarding disclaimer of Williams’ contract.
Mar-25-20 Paula Olexiuk Reviewing Supply of Modular Classrooms Agreement, Purchase 2.50 Orders, RFP and related documents; email correspondence with N. Honess and C. Browning regarding same.
Mar-25-20 Dana Saric Email correspondence with R. van de Mosselaer, lender and receiver 0.70 contacts regarding anomalies in documents delivered by certain debtors.
Mar-25-20 Randal Van de Emails to and from D. Saric regarding draft security opinion and 2.90 Mosselaer emails to and from Receiver and bank’s counsel regarding deficiencies in security documents; Receive and reviewing correspondence and Statement of Claim against Heavy North and email to Plaintiff’s counsel regarding same; Receive and reviewing analysis of Alberta Infrastructure contract and various emails to and from Receiver regarding same and next steps
Mar-26-20 Randal Van de Reviewing and revising Receiver’s email to Alberta Infrastructure 1.60 Mosselaer regarding status of incomplete modules; Emails from and to Receiver regarding same; Emails from and to S. Stimpson regarding concerns from C. Hewko; Emails from and to A. Masson and D. Saric regarding security reviewing and opinion; Reviewing emails and documents from Receiver regarding Bolt purchase of Achieve and email to Receiver regarding analysis of transaction.
Mar-27-20 Randal Van de Emails from and to Receiver regarding Ledcor contract, proposed 0.70 Mosselaer revisions to same, and possible assignment of agreement; Emails from and to Receiver, RBC and banking partner regarding security opinion.
Mar-28-20 Paula Olexiuk Reviewing email correspondence from R. Van de Mosselaer regarding 0.10 status of Ledcor Subcontract discussions.
Mar-30-20 Randal Van de Emails from and to Receiver regarding security opinion; Emails from 0.30 Mosselaer and to Receiver regarding Ledcor contract and assignment of same back to Ledcor.
Mar-31-20 Paula Olexiuk Email correspondence with R. Van de Mosselaer regarding status of 0.10 Ledcor Subcontract.
Mar-31-20 Randal Van de Emails to and from Receiver and P. Olexiuk regarding discussions 0.20 Mosselaer with Ledcor regarding assignment of agreement.
TOTAL HOURS: 45.80
EXPENSE SUMMARY
DESCRIPTION AMOUNT TOTAL (CAD): 0.00
OSLER, HOSKIN & HARCOURT LLP TransCanada Tower 450 – 1st St. SW Suite 2500 Calgary AB T2P 5H1 CANADA 403.260.7000 main
403.260.7024 facsimile
KPMG Inc. Invoice No.: 12401161 3100, 205 5 Avenue Southwest Date: May 29, 2020 Calgary, AB T2P 4B9 Client No.: 200703 CANADA GST/HST No.: 121983217 RT0001
Attention: Cristina Pimienta Contact: Randal Van de Mosselaer Direct Dial: (403) 260-7060 E-mail: [email protected]
For professional services rendered for Bolt Offsite Ltd. (F#1208836).
OUR FEE HEREIN 17,523.00 REIMBURSABLE EXPENSES 242.40 GST @ 5% 888.27 TOTAL (CAD): 18,653.67
PAYMENT DUE UPON RECEIPT
We are committed to protecting the environment. Please provide your email address to [email protected] to receive invoices and reminder statements electronically.
REMITTANCE ADVICE
Canadian Dollar EFT and Wire Payments: Cheque Payments: Invoice No.: 12401161 TD Canada Trust Osler, Hoskin & Harcourt LLP Client No.: 200703 751 3rd Street S.W. FINANCE & ACCOUNTING Calgary, Alberta T2P 4K8 (RECEIPTS) Amount: 18,653.67 CAD Transit No: 80629-0004 1 First Canadian Place Account No: 5219313 PO BOX 50 SWIFT Code: TDOMCATTTOR Toronto, Ontario M5X 1B8 Canada Email payment details to [email protected], referencing invoice number(s) being paid. Please return remittance advice(s) with cheque. osler.com
FEE SUMMARY
NAME HRS RATE FEES
PARTNER Paula Olexiuk 6.60 740 4,884.00 Randal Van de Mosselaer 14.10 770 10,857.00
ASSOCIATE Emily Paplawski 3.30 540 1,782.00 TOTAL FEES (CAD): 24.00 17,523.00
FEE DETAIL
DATE NAME DESCRIPTION HRS Apr-02-20 Randal Van de Reviewing of documents from alleged secured creditor and email to 1.30 Mosselaer Receiver regarding same; Emails from and to creditors; Telephone call with Receiver and various emails to and from creditor’s counsel regarding alleged fraudulent transfers.
Apr-03-20 Paula Olexiuk Various email correspondence regarding Alberta Infrastructure 0.30 Contract and payment of subcontractors under Ledcor Subcontract; reviewing document regarding same.
Apr-03-20 Randal Van de Various emails to and from Receiver regarding Alberta Infrastructure 1.80 Mosselaer and Ledcor contracts; Emails to and from and telephone call with Alberta Infrastructure counsel regarding title to completed and partially completed units; Email to Receiver regarding Alberta Infrastructure position; Emails from and to Receiver and reviewing documents regarding payment of trades and subcontractors on Ledcor job and draft response for Receiver regarding payment of trades and subcontrators; Email to Alberta Infrastructure counsel regarding disclaimer of agreement.
Apr-05-20 Paula Olexiuk Reviewing various email correspondence regarding status of Ledcor 0.20 and Alberta Infrastructure responses.
Apr-06-20 Randal Van de Emails to and from Receiver regarding Ledcor contract, Alberta 0.70 Mosselaer Infrastructure position; Receive and reviewing email from Receiver regarding Convoy Supply secured claim and email to Convoy Supply counsel regarding secured claim.
Apr-07-20 Paula Olexiuk Reviewing letter response from Ledcor; various email correspondence 0.50 regarding same; reviewing Ledcor Subcontract regarding same.
Apr-07-20 Randal Van de Email from S. Chimuk and email to Receiver regarding Tsawwassen 0.70 Mosselaer First Nation project; Receiving and reviewing letter from Ledcor and email to Receiver and P. Olexiuk regarding same; Voice mail and email from J. Hillson and telephone call to J. Hillson regarding Alberta Infrastructure project; Email to Receiver regarding same.
Apr-08-20 Paula Olexiuk Telephone conversation with R. Van de Mosselaer regarding next 1.50 steps on Ledcor Subcontract; reviewing same and other documents relating to same; drafting disclaimer letters regarding same; reviewing various email correspondence regarding Alberta Infrastructure Contract and letter from legal counsel.
Apr-08-20 Randal Van de Reviewing email from Receiver and conference with construction 0.70 Mosselaer partner regarding termination of Ledcor contracts and discussion regarding Ledcor set-off rights; Receive correspondence from Alberta Infrastructure counsel and email to Receiver and construction partner regarding same; Email from and to Receiver regarding demand from creditor; Email to Convoy Supply counsel regarding documents supporting alleged security.
Apr-09-20 Paula Olexiuk Reviewing Alberta Infrastructure Contract and letter and documents 3.20 from their counsel, and invoices and other documentation from KPMG; email correspondence with C. Browning and R. Van de Mosselaer regarding same; preparing various disclaimer letters relating to Alexis courthouse project; email correspondence with R. Van de Mosselaer regarding same; reviewing Ledcor Subcontract, Agreement to Bond, subcontracts and purchase orders with subtrades regarding same.
Apr-09-20 Randal Van de Receiving and reviewing correspondence from Lethbridge School 1.10 Mosselaer Division counsel and email to Receiver regarding same; Emails to and from counsel for Lethbridge School Division; Emails from and to counsel for Convoy Supply regarding status of receivership and likely distributions; Receive and reviewing email from P. Olexiuk regarding analysis of Alberta Infrastructure claim and emails to and from Receiver and Alberta Infrastructure’s counsel regarding same.
Apr-10-20 Paula Olexiuk Revising disclaimer letters; email correspondence with C. Browning 0.50 and N. Honess regarding same; reviewing email correspondence from R. Van de Mosselaer regarding comments on same.
Apr-10-20 Randal Van de Reviewing and comment on disclaimer letters by Receiver and email 0.10 Mosselaer to P. Olexiuk regarding same.
Apr-16-20 Paula Olexiuk Reviewing various email correspondence regarding status of 0.10 disclaimer letters; reviewing email correspondence regarding unsecured creditor claim.
Apr-17-20 Randal Van de Emails from and to Clark Wilson regarding status of claims of 0.20 Mosselaer unsecured creditors.
Apr-19-20 Randal Van de Emails from and to Receiver regarding obtaining information from 0.30 Mosselaer Linq Developments.
Apr-20-20 Randal Van de Receiving and review ingemails from Receiver and corp. search 1.10 Mosselaer documents for Achieve; Email to Receiver regarding next steps; Emails from and to Receiver regarding search on “LINQ”, and discussions with company principals.
Apr-21-20 Paula Olexiuk Reviewing letter from Ledcor regarding disclaimer of Subcontract; 0.30 reviewing same; email correspondence with R. Van de Mosselaer, C. Browning and N. Honess regarding same.
Apr-21-20 Randal Van de Emails from and to Receiver regarding disclaimer of Ledcor contract; 0.70 Mosselaer Voice mail from and telephone conference call with BC counsel regarding lien registration on Kimberley development and Linq Development issues; Email to Receiver regarding same.
Apr-22-20 Randal Van de Receiving and reviewing emails from Receiver regarding discussions 0.90 Mosselaer with Dan and Jonathan and unanswered questions regarding Linq; Receive and reviewing email from Bolt principals.
Apr-23-20 Emily Paplawski Reviewing correspondence and background regarding efforts to 0.30 collect receivable; emails to and from R. Van de Mosselaer regarding same.
Apr-23-20 Randal Van de Receiving and reviewing email from Receiver regarding Construct 2.30 Mosselaer Sheild receivable and emails to receiver and associate regarding same; Drafting, revising, completing email to N. Steinke regarding discussions with Receiver and emails to and from Receiver and associate regarding same; Drafting, revising and completing letter from Receiver to D. Fernandez and J. Lochhead regarding Bolt information and emails to and from Receiver regarding same.
Apr-24-20 Emily Paplawski Reviewing information provided by R. Van de Mosselaer regarding 0.60 various demand letters for information and payment; telephone call with C. Browning regarding clarification of payment issue.
Apr-27-20 Emily Paplawski Drafting demand letter to Constructshield; emails to and from KPMG 1.30 regarding same; finalizing letter.
Apr-27-20 Randal Van de Emails to and from associate, client regarding demand letter, email to 0.40 Mosselaer Bolt principals regarding cooperation; Receiving and reviewing letter from RBC’s counsel regarding cooperation of Bolt’s principals.
Apr-28-20 Emily Paplawski Finalizing letter and providing to Constructshield. 0.20
Apr-28-20 Randal Van de Emails to and from Receiver regarding N. Steinke and Receiver letter 0.40 Mosselaer to company principals; Emails to and from bank’s counsel regarding letter to company’s principals.
Apr-29-20 Emily Paplawski Reviewing correspondence from Constructshield; emails to and from 0.10 R. Van de Mosselaer regarding same.
Apr-29-20 Randal Van de Receiving and reviewing emails from SHLD Building Systems and 0.70 Mosselaer various emails to and from Receiver regarding same; Voice mail and emails to N. Steinke; Emails to and from Receiver regarding N. Steinke and preparation of list of questions for N. Steinke.
Apr-30-20 Emily Paplawski Reviewing Rules of Court regarding service; emails to and from R. 0.80 Van de Mosselaer regarding same; multiple emails to KMPG regarding budget, response to Carscallen, and response to Constructshield; telephone call with R. Van de Mosselaer regarding same.
Apr-30-20 Randal Van de Numerous emails from and to N. Steinke and Receiver regarding 0.70 Mosselaer questioning of N. Steinke; Emails to and from Associate regarding application to compel questioning; Conference with E. Paplawski regarding drafting response to letter from M. Whiting.
TOTAL HOURS: 24.00
EXPENSE SUMMARY
DESCRIPTION AMOUNT EXPENSES - TAXABLE Bank Act Fees 114.40 Bankruptcy Fees 64.00 Corporate Search Charges 28.00 PPSA Costs 36.00 TOTAL (CAD): 242.40
OSLER, HOSKIN & HARCOURT LLP TransCanada Tower 450 – 1st St. SW Suite 2500 Calgary AB T2P 5H1 CANADA 403.260.7000 main
403.260.7024 facsimile
KPMG Inc. Invoice No.: 12409502 3100, 205 5 Avenue Southwest Date: June 23, 2020 Calgary, AB T2P 4B9 Client No.: 200703 CANADA GST/HST No.: 121983217 RT0001
Attention: Neil A. Honess Contact: Randal Van de Mosselaer Partner, Deal Advisory, Restructuring & Direct Dial: (403) 260-7060 Turnaround E-mail: [email protected]
For professional services rendered for Bolt Offsite Ltd. (F#1208836).
OUR FEE HEREIN 6,737.00 GST @ 5% 336.85 TOTAL (CAD): 7,073.85
PAYMENT DUE UPON RECEIPT
We are committed to protecting the environment. Please provide your email address to [email protected] to receive invoices and reminder statements electronically.
REMITTANCE ADVICE
Canadian Dollar EFT and Wire Payments: Cheque Payments: Invoice No.: 12409502 TD Canada Trust Osler, Hoskin & Harcourt LLP Client No.: 200703 751 3rd Street S.W. FINANCE & ACCOUNTING Calgary, Alberta T2P 4K8 (RECEIPTS) Amount: 7,073.85 CAD Transit No: 80629-0004 1 First Canadian Place Account No: 5219313 PO BOX 50 SWIFT Code: TDOMCATTTOR Toronto, Ontario M5X 1B8 Canada Email payment details to [email protected], referencing invoice number(s) being paid. Please return remittance advice(s) with cheque. osler.com
FEE SUMMARY
NAME HRS RATE FEES
PARTNER Randal Van de Mosselaer 3.70 770 2,849.00
ASSOCIATE Emily Paplawski 7.20 540 3,888.00 TOTAL FEES (CAD): 10.90 6,737.00
FEE DETAIL
DATE NAME DESCRIPTION HRS May-06-20 Randal Van de Emails from and to D. Novak regarding various supplier inquiries. 0.20 Mosselaer May-07-20 Randal Van de Review file regarding status of various matters and email to Receiver 0.20 Mosselaer regarding same.
May-11-20 Emily Paplawski Reviewing correspondence on matter; reviewing letter from counsel 0.30 regarding auction; emails to and from R. Van de Mosselaer regarding same.
May-11-20 Randal Van de Receive and review email from G. Hickerson regarding Dryco 0.20 Mosselaer Building Supplies and auction sale of goods; Email to Receiver regarding same.
May-12-20 Randal Van de Emails to and from Receiver regarding conference call and review file 0.50 Mosselaer regarding outstanding matters and preparation for conference call.
May-13-20 Emily Paplawski Attending conference call with N. Honess, R. Van de Mosselaer and 1.70 C. Pimienta regarding various issues on file; drafting three letters to various counsel regarding issues in receivership; email to N. Honess and C. Pimienta regarding same; updating summary for RBC; multiple emails to and from R. Van de Mosselaer and C. Pimienta regarding same.
May-13-20 Randal Van de Telephone conference call with client and Associate regarding status 1.10 Mosselaer and next steps; Various emails to and from client regarding various issues; Email to N. Steinke regarding questions of Receiver; Emails to and from Associate and Receiver regarding various issues and next steps.
May-14-20 Emily Paplawski Revising summary to RBC; emails to and from R. Van de Mosselaer 0.70 and N. Honess regarding same; telephone call with C. Pimienta regarding various outstanding issues; finalizing letters to various counsel and sending same.
May-22-20 Randal Van de Receive and review email from N. Steinke regarding answers to 0.20 Mosselaer various Receiver questions and email to N. Steinke.
May-25-20 Emily Paplawski Reviewing multiple emails and information provided with respect to 3.00 Nomodic lien, Constructshield, correspondence from BC counsel regarding holdback, TFN payments, Q-Line Statement of Claim, and Delcoautomation bond claim; attending call with C. Pimienta regarding same; drafting list of questions for counsel on Nomodic lien claim; emails to and from C. Pimienta regarding same; drafting letter to counsel on Q-Line case; email to R. Van de Mosselaer providing update on all matters.
May-25-20 Randal Van de Emails from and to Receiver regarding payment of deposit on TFN 0.60 Mosselaer project; Telephone confernece with E. Paplawski regarding status of various matters and next steps; Emails from and to E. Paplawski and review documents regarding claim on bond.
May-26-20 Emily Paplawski Finalizing letter and sending to plaintiff's counsel in action against 0.20 Bolt advising of stay of proceedings.
May-27-20 Emily Paplawski Reviewing lease agreement and information provided by C. Pimienta 1.30 for disclaimer letter; telephone call with C. Pimienta regarding same; email to R. Van de Mosselaer regarding disclaimer; revising disclaimer letter through multiple drafts; emails to and from R. Van de Mosselaer regarding same; email to C. Pimienta attaching draft.
May-27-20 Randal Van de Emails from and to E. Paplawski regarding disclaimer of Bolt lease; 0.70 Mosselaer Revise and commenting on disclaimer documents; Emails to and from E. Paplawski and Receiver.
TOTAL HOURS: 10.90
EXPENSE SUMMARY
DESCRIPTION AMOUNT TOTAL (CAD): 0.00
OSLER, HOSKIN & HARCOURT LLP TransCanada Tower 450 – 1st St. SW Suite 2500 Calgary AB T2P 5H1 CANADA 403.260.7000 main
403.260.7024 facsimile
KPMG Inc. Invoice No.: 12418416 3100, 205 5 Avenue Southwest Date: July 22, 2020 Calgary, AB T2P 4B9 Client No.: 200703 CANADA GST/HST No.: 121983217 RT0001
Attention: Neil A. Honess Contact: Randal Van de Mosselaer Partner, Deal Advisory, Restructuring & Direct Dial: (403) 260-7060 Turnaround E-mail: [email protected]
For professional services rendered for Bolt Offsite Ltd. (F#1208836).
OUR FEE HEREIN 20,328.00 GST @ 5% 1,016.40 TOTAL (CAD): 21,344.40
PAYMENT DUE UPON RECEIPT
We are committed to protecting the environment. Please provide your email address to [email protected] to receive invoices and reminder statements electronically.
REMITTANCE ADVICE
Canadian Dollar EFT and Wire Payments: Cheque Payments: Invoice No.: 12418416 TD Canada Trust Osler, Hoskin & Harcourt LLP Client No.: 200703 751 3rd Street S.W. FINANCE & ACCOUNTING Calgary, Alberta T2P 4K8 (RECEIPTS) Amount: 21,344.40 CAD Transit No: 80629-0004 1 First Canadian Place Account No: 5219313 PO BOX 50 SWIFT Code: TDOMCATTTOR Toronto, Ontario M5X 1B8 Canada Email payment details to [email protected], referencing invoice number(s) being paid. Please return remittance advice(s) with cheque. osler.com
FEE SUMMARY
NAME HRS RATE FEES
PARTNER Randal Van de Mosselaer 4.80 770 3,696.00
ASSOCIATE Jennie Han 4.00 375 1,500.00 Emily Paplawski 17.90 540 9,666.00 Meagan Watts 10.70 490 5,243.00
OTHER PROFESSIONAL Jessica Yow 0.40 190 76.00
CORPORATE SEARCHES FIXED FEES Corporate Searches by Eugene L. Williams 147.00 TOTAL FEES (CAD): 37.80 20,328.00
FEE DETAIL
DATE NAME DESCRIPTION HRS Jun-01-20 Emily Paplawski Multiple emails to and from C. Pimienta, R. Van de Mosselaer and N. 0.30 Honess regarding Nomodic lien, letter to former directors, and Constructshield litigation.
Jun-01-20 Randal Van de Telephone conference with E. Paplawski regarding next steps; Emails 0.10 Mosselaer to and from Receiver regarding next steps and demands on debtors’ principals.
Jun-02-20 Emily Paplawski Emails to and from C. Pimienta regarding Nomodic lien claim; email 1.60 to M. Watts regarding Statement of Claim against Constructshield and providing all information and prior correspondence regarding same; drafting letter to former directors regarding server and provision of information regarding skid steer and 3D printer; email to R. Van de Mosselaer regarding same; reviewing Statements of Claim; drafting letter to counsel advising of stay.
Jun-02-20 Randal Van de Email from Receiver regarding instructions and email to Associate 0.40 Mosselaer regarding same; Conference with and email to Associate regarding builder’s lien issue.
Jun-03-20 Emily Paplawski Telephone call with M. Watts regarding Statement of Claim against 0.60 Constructshield; emails to and from C. Pimienta regarding Nomodic lien claim; drafting letter to former directors regarding server and equipment.
Jun-03-20 Randal Van de Review and revise email to M. Whiting and emails to and from E. 0.40 Mosselaer Paplawski regarding same.
Jun-03-20 Meagan Watts Reviewing materials to prepare draft of statement of claim. 1.70
Jun-04-20 Emily Paplawski Telephone calls and emails with M. Watts regarding Statement of 0.50 Claim, head lease, and various issues relating to relationship between Bolt and Constructshield.
Jun-04-20 Meagan Watts Drafting statement of claim for KPMG; reviewing corporate searches 4.10 supporting the same; reviewing documents provided by the client.
Jun-04-20 Jessica Yow Receiving instructions from K. Des Rochers; ordering corporate 0.30 searches; emails to and from K. Des Rochers regarding search results.
Jun-08-20 Emily Paplawski Telephone call with C. Pimienta regarding lien claim and cost of 0.20 pursuing same.
Jun-08-20 Randal Van de Voice mail from and to and email to M. Whiting regarding June 4 0.70 Mosselaer correspondence; Telephone conversation with M. Whiting and email to Receiver regarding same; Emails to and from Receiver regarding same.
Jun-09-20 Emily Paplawski Reviewing and revising Statement of Claim against Constructshield; 0.80 email to C. Pimienta regarding Nomodic lien claim.
Jun-10-20 Emily Paplawski Reviewing and revising draft Statement of Claim against 1.00 Constructshield; email to M. Watts providing mark-up; attending call with M. Watts regarding same; telephone call with C. Pimienta regarding Nomodic lien claim.
Jun-10-20 Randal Van de Receive and review affidavit of Dryco Building Supplies and emails 0.50 Mosselaer to and from Receiver regarding same.
Jun-10-20 Meagan Watts Email from E. Paplawski regarding Statement of Claim; reviewing 2.70 comments and further revisions to Statement of Claim; call with E. Paplawski regarding the same.
Jun-11-20 Emily Paplawski Telephone call with C. Pimienta regarding Nomodic lien claim; 0.50 telephone call with M. Watts regarding Statement of Claim against Constructshield; reviewing and providing comments on draft Statement of Claim.
Jun-11-20 Meagan Watts Reviewing and revising Statement of Claim; email to E. Paplawski 2.20 regarding the same; reviewing and providing high-level analysis on Statute of Frauds issue.
Jun-12-20 Emily Paplawski Reviewing Statement of Claim prepared by M. Watts; telephone call 0.90 with M. Gaston regarding builders' lien issues with Nomodic lien; drafting analysis for KPMG.
Jun-14-20 Emily Paplawski Reviewing and revising draft Statement of Claim against 3.10 Constructshield; email to R. Van de Mosselaer attaching draft Statement of Claim and summarizing legal issues with same; email to C. Pimienta regarding Nomodic lien claim, various provisions of lien legislation and recommendation on moving forward.
Jun-15-20 Jennie Han Drafting Statement of Claim perfecting lien. 4.00
Jun-15-20 Emily Paplawski Drafting email summarizing issues with Constructshield Statement of 0.70 Claim; emails to and from R. Van de Mosselaer regarding same.
Jun-15-20 Randal Van de Receive and review emails from and email to E. Paplawski regarding 0.50 Mosselaer Constructsheild and Nomadic; Emails to M. Whiting and Receiver regarding server and missing equipment; Emails from and to Receiver regarding next steps.
Jun-16-20 Randal Van de Emails from and to L. Wilson regarding discharge Order, lifting of 0.20 Mosselaer stay and identity of Trustee in Bankruptcy.
Jun-16-20 Corporate Searches Receiving instructions from J. Han; conducting a corporate search by Eugene L. against Nomodic and reporting thereon. Williams Jun-18-20 Emily Paplawski Reviewing and revising Statement of Claim; discussion (lengthy) with 2.00 counsel for Nomodic Modular Structures; reviewing correspondence from Nomodic Modular counsel and pleadings provided by Nomodic; contacting Rose LLP, Miller Thomson, MLT Aikins, JSS Barristers and RKA Lawyers regarding acting as conflict counsel; attending telephone call with R. Anderson regarding current stats of lien issue, litigation and settlement goal.
Jun-18-20 Jessica Yow Ordering corporate searches; forwarding search results to E. Pratt. 0.10
Jun-19-20 Emily Paplawski Telephone calls with R. Anderson regarding Statement of Claim; 0.50 emails to N. Honess and C. Pimienta regarding conflict counsel; multiple emails to and from R. Anderson providing copies of all information and responding to questions on Statement of Claim.
Jun-21-20 Emily Paplawski Email to Nomodic counsel regarding conflict and retainer of R. 0.30 Anderson.
Jun-22-20 Emily Paplawski Reviewing correspondence from the landlord regarding payment of 1.30 rent; emails to and from C. Pimienta regarding response; telephone call with C. Pimienta regarding response to landlord, Constructshield and questioning of employees; drafting responding letter to landlord; emails to and from R. Van de Mosselaer and C. Pimienta regarding same.
Jun-22-20 Randal Van de Receiving and review email from N. Honess and landlord demand 1.10 Mosselaer letter and documents regarding occupancy rent claim; Telephone calls with E. Paplawski and N. Honess regarding landlord occupancy rent claim; Email from and to Receiver regarding discussions with former employees.
Jun-23-20 Emily Paplawski Emails to and from C. Pimienta regarding letter to landlord and 0.10 questioning of employees.
Jun-24-20 Emily Paplawski Telephone call with C. Pimienta regarding questioning of employee; 0.30 email to summer student regarding same; finalizing letter and sending same to landlord; reviewing co9rrespondence from directors' counsel.
Jun-24-20 Randal Van de Various emails from and to Receiver regarding status of estate and 0.40 Mosselaer next steps and comments on draft email to bank; Receive and review letter from Dan and Jonathan’s counsel regarding email to Receiver regarding same.
Jun-28-20 Emily Paplawski Email to C. Pimienta regarding interview with former Bolt employee; 0.40 reviewing correspondence from landlord counsel; email to N. Honess and C. Pimienta regarding same.
Jun-29-20 Emily Paplawski Reviewing correspondence from landlord counsel; email to N. 0.20 Honess and C. Pimienta regarding same.
Jun-29-20 Randal Van de Receive and review correspondence from landlord’s counsel and 0.20 Mosselaer telephone conversation with E. Paplawski regarding same.
Jun-30-20 Emily Paplawski Attending telephone call with A. Schnell regarding background on 2.60 file and required memorandum on upcoming call with former Bolt employee; attending conference call with former employee, C. Pimienta and A. Schnell; telephone call with R. Van de Mosselaer regarding same; drafting responding letter to landlord.
Jun-30-20 Randal Van de Telephone call with E. Paplawski regarding telephone call with 0.30 Mosselaer former Bolt employee.
TOTAL HOURS: 37.80
EXPENSE SUMMARY
DESCRIPTION AMOUNT TOTAL (CAD): 0.00
OSLER, HOSKIN & HARCOURT LLP TransCanada Tower 450 – 1st St. SW Suite 2500 Calgary AB T2P 5H1 CANADA 403.260.7000 main
403.260.7024 facsimile
KPMG Inc. Invoice No.: 12426846 3100, 205 5 Avenue Southwest Date: August 31, 2020 Calgary, AB T2P 4B9 Client No.: 200703 CANADA GST/HST No.: 121983217 RT0001
Attention: Neil A. Honess Contact: Randal Van de Mosselaer Partner, Deal Advisory, Restructuring & Direct Dial: (403) 260-7060 Turnaround E-mail: [email protected]
For professional services rendered for Bolt Offsite Ltd. (F#1208836).
OUR FEE HEREIN 4,612.00 REIMBURSABLE EXPENSES 28.00 GST @ 5% 232.00 TOTAL (CAD): 4,872.00
PAYMENT DUE UPON RECEIPT
We are committed to protecting the environment. Please provide your email address to [email protected] to receive invoices and reminder statements electronically.
REMITTANCE ADVICE
Canadian Dollar EFT and Wire Payments: Cheque Payments: Invoice No.: 12426846 TD Canada Trust Osler, Hoskin & Harcourt LLP Client No.: 200703 751 3rd Street S.W. FINANCE & ACCOUNTING Calgary, Alberta T2P 4K8 (RECEIPTS) Amount: 4,872.00 CAD Transit No: 80629-0004 1 First Canadian Place Account No: 5219313 PO BOX 50 SWIFT Code: TDOMCATTTOR Toronto, Ontario M5X 1B8 Canada Email payment details to [email protected], referencing invoice number(s) being paid. Please return remittance advice(s) with cheque. osler.com
FEE SUMMARY
NAME HRS RATE FEES
PARTNER Randal Van de Mosselaer 0.80 770 616.00
ASSOCIATE Emily Paplawski 7.40 540 3,996.00
STUDENT Andrew Schnell 8.30 0 0.00 TOTAL FEES (CAD): 16.50 4,612.00
FEE DETAIL
DATE NAME DESCRIPTION HRS Jul-02-20 Emily Paplawski Drafting responding letter to landlord; multiple emails to and from A. 1.90 Schnell regarding memorandum detailing discussion with former Bolt employee; emails to and from R. Van de Mosselaer regarding letter to landlord.
Jul-02-20 Andrew Schnell Preparing Memorandum for E. Paplawski. 8.30
Jul-02-20 Randal Van de Review and comment on draft letter to landlord’s counsel. 0.10 Mosselaer Jul-03-20 Emily Paplawski Reviewing proposed revisions of R. Van de Mosselaer on letter; 0.30 emails to and from N. Honess regarding same; finalizing letter an providing same to landlord.
Jul-04-20 Emily Paplawski Reviewing and revising summary of call with former Bolt employee; 1.50 email to N. Honess and C. Pimienta regarding same.
Jul-06-20 Emily Paplawski Attending conference call with N. Honess, C. Pimienta and R. Van de 0.60 Mosselaer regarding information received from call with former employee; emails to and from R. Anderson regarding lien dispute; emails to and from C. Pimienta regarding correspondence from sub- contractor counsel.
Jul-06-20 Randal Van de Telephone conference call with Receiver and E. Paplawski. 0.20 Mosselaer Jul-07-20 Emily Paplawski Attending telephone call with R. Anderson regarding Nomodic lien 0.30 claim emails to and from C. Pimienta regarding go forward plan on contacting employees.
Jul-08-20 Emily Paplawski Telephone call with C. Pimienta regarding contacting interested 0.20 parties and employees.
Jul-09-20 Emily Paplawski Reviewing letter from opposing counsel; emails to and from R. Van 0.10 de Mosselaer regarding same.
Jul-10-20 Randal Van de Email from and telephone conversation with counsel for MPE 0.10 Mosselaer Engineering regarding claim against Bolt and Kimberley project.
Jul-11-20 Emily Paplawski Reviewing all information provided by counsel for purchasers of 1.10 home from Achieve Community Housing; email to R. Van de Mosselaer regarding same.
Jul-14-20 Emily Paplawski Telephone call with C. Pimienta regarding release of holdback in 0.30 Kimberley and follow up calls with former employees of Bolt.
Jul-20-20 Emily Paplawski Multiple emails to and from C. Pimienta regarding L&M bonds; email 0.60 to opposing counsel regarding L&M bonds; reviewing correspondence from landlord; multiple emails to and from R. Van de Mosselaer regarding same.
Jul-22-20 Emily Paplawski Emails to and from R. Van de Mosselaer regarding correspondence 0.20 with landlord.
Jul-22-20 Randal Van de Emails from and to E. Paplawski regarding response to landlord; 0.40 Mosselaer Receive and review correspondence from G. Hickerson and email to G. Hickerson regarding same.
Jul-27-20 Emily Paplawski Email to N. Honess and C. Pimienta regarding response to landlord; 0.30 finalizing response to landlord; email to C. Pimienta regarding update on calls with former Bolt employees.
TOTAL HOURS: 16.50
EXPENSE SUMMARY
DESCRIPTION AMOUNT EXPENSES - TAXABLE Corporate Search Charges 28.00 TOTAL (CAD): 28.00