CLERK OF THE COURT FILED COURT FILE NUMBER 2001- os4(0----/ JUL 1 4 2020
COURT COURT OF QUEEN'S BENCH F AlfttCENTRE _ GARY JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION, JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT AFFIDAVIT
VOLUME 2(EXHIBITS 26-40)
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8 Attention: Sam Gabor Ph.(403) 268-3048 Fx.(403) 268-3100 File No.: 125665-8928
NATDOCS\47542660\V-1 COURT FILE NUMBER 2001-
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION, JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT AFFIDAVIT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8 7 Attention: Sam Gabor/Derek Pontin Ph. (403) 268-3048/6301 Fx. (403) 268-3100 1 File No.: 125665-8928
AFFIDAVIT OF ARNOLD MASSON
Sworn on July 13, 2020
I, Arnold Masson, of the City of Calgary, in the Province of Alberta, SWEAR AND SAY THAT:
1. I am a Senior Manager, Special Loans and Advisory Services for Royal Bank of Canada ("RBC"), the applicant creditor in these proceedings and, as such, have personal knowledge of the matters hereinafter deposed to, except where stated to be based upon information and belief. Where that knowledge is based on information or belief, I have stated the source of that information and verily believe it to be true.
2. I have reviewed the business records of RBC relevant to the RBC's application seeking the appointment of a receiver and manager over all of the current and future assets, undertakings and property of Crowfoot Land & Livestock Corporation ("Crowfoot"), and James Cameron Clark ("Clark") with respect to his farming operations, and with respect to requesting that the Court enter Consent Judgments against Crowfoot, Clark and Robin Elaine Clark ("Robin") and have satisfied myself that I am possessed of sufficient information and knowledge to swear this Affidavit on behalf of RBC.
The Parties
3. RBC is a chartered bank doing business across Canada, including in Alberta.
4. Crowfoot is a corporation incorporated pursuant to the laws of Alberta carrying on business in Alberta. A copy of the Alberta Corporate Registration System Corporate/Non-Profit Searches for Crowfoot is attached hereto, marked as Exhibit "1".
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5. Clark is an individual ordinarily resident in Alberta.
6. Robin is an individual ordinarily resident in Alberta. 1 7. The Defendants Crowfoot and Clark are involved in the agricultural industry, including growing grains and crops and raising livestock.
8. Clark and Robin are spouses but are currently involved in a divorce proceeding.
Loan Facilities
9. Pursuant to a Royfarm Loan Agreement dated April 8, 2016, (the "2016 Royfarm Loan") RBC made available to Crowfoot $232,500.00. A copy of the 2016 Royfarm Loan is attached hereto, marked as Exhibit "2".
10. Pursuant to a Royfarm Loan Agreement dated April 18, 2018, (the "2018 Royfarm Loan") RBC made available to Crowfoot $550,000.00. A copy of the 2018 Royfarm Loan is attached hereto, marked as Exhibit "3".
11. Pursuant to a credit agreement dated July 22, 2019, as amended by amending agreements dated September 23, 2019 and September 25, 2019 (as amended, the "2019 Crowfoot Loan Agreement"), RBC made available to Crowfoot thirteen credit facilities:
(a) a $425,000.00 revolving demand facility with interest at RBC's prime rate plus 2.70% per annum;
(b) a $43,248.07 non-revolving term facility, repayable in full on May 30, 2020 with interest at 4.50% per annum;
(c) a $23,918.08 non-revolving term facility, repayable in full on January 28, 2020 with interest at 4.70% per annum;
(d) a $25,225.00 non-revolving term facility, repayable in full on November 30, 2019 with interest at 4.80% per annum;
(e) a $263,346.28 non-revolving term facility repayable in full on March 31, 2021 with interest at 4.80% per annum;
(f) a $324,551.26 non-revolving term facility, repayable in full on September 19, 2021 with interest at 4.95% per annum;
(g) a $350,000 non-revolving term facility, repayable in full one year from drawdown with interest at RBC's prime rate plus 1.75%;
(h) a $150,000 revolving term facility with a maximum term of one year which was advanced at two separate events with interest at 4.5% and 4.7% per annum, respectively;
(i) a $201,425.76 non-revolving lease facility;
(j) a $112,000.00 revolving term facility repayable in full on February 28, 2020 with interest at RBC's prime rate plus 1.85% per annum; and
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(k) a $25,000.00 Visa Business facility;
(I) all business vehicle solution loans; and
(m) all royfarm mortgage loans.
A copy of the 2019 Crowfoot Loan Agreement is attached hereto, marked as Exhibit "4".
12. Pursuant to a RBC Visa Business Card Agreement dated September 20, 2010, as amended by amending agreement dated April 12, 2016 (as amended, the "Crowfoot Visa Business Card Agreement") RBC made available to Crowfoot a $25,000.00 Visa Business Card. A copy of the Visa Business Card Agreement is attached hereto, marked as Exhibit "5".
Leases
13. Pursuant to a Master Lease Agreement dated October 12, 2017 (the "Master Lease Agreement") RBC agreed to acquire equipment for leasing to Crowfoot. Pursuant to a Leasing Schedule dated October 12, 2017(the "Leasing Schedule", together with the Master Lease Agreement, the "Lease Agreement") RBC leased a 2017 Bourgault Cart and Drill, and attachments to Crowfoot. A copy of the Lease Agreement is attached hereto, marked as Exhibit "6".
14. The 2016 Royfarm Loan, the 2018 Royfarm Loan, the 2019 Crowfoot Loan Agreement, the Crowfoot Visa Business Card Agreement and the Lease Agreement, are collectively the "Loan Agreements".
15. The records of RBC provide that RBC has extended credit to Crowfoot pursuant to the Loan Agreements.
7 Guarantees
16. In support of the Loan Agreements, Clark and Robin provided RBC with a joint and several guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $535,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated September 27, 2010. Attached hereto, marked as Exhibit "7" is a true copy of this guarantee.
17. In further support of the Loan Agreements, Clark provided RBC with:
(a) a guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $735,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated May 4, 2018. A true copy of this guarantee is attached hereto, marked as Exhibit "8";
(b) a guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $500,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated June 19, 2020. A true copy of this guarantee is attached hereto, marked as Exhibit "9". This guarantee was provided by Clark as a term of the Forbearance Agreement, as defined at paragraph 42 below.
18. The foregoing guarantees are collectively the "Guarantees" and each a "Guarantee".
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The Security
19. To secure its obligations to RBC:
(a) Crowfoot:
(i) declared its intention to give security under section 427 of the Bank Act pursuant to a Notice of Intention dated September 14, 2010 (the "Notice of Intention"). A copy of the Notice of Intention is attached hereto, marked as Exhibit "10";
(ii) granted an interest in all of its present and after acquired personal property pursuant to a general security agreement dated September 20, 2010 (the "Crowfoot GSA"). A copy of the Crowfoot GSA is attached hereto, marked as Exhibit "11";
(iii) granted an interest in warehouse receipts and/or bills of lading covering all property or any such property pursuant to a Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and/or Bills of Lading dated October 1, 2010(the "Promise"). A copy of the Promise is attached hereto, marked as Exhibit "12".
(iv) granted an interest in all grain, all crops growing or produced on the farm, all products of agriculture, all livestock, all agricultural equipment, all agricultural implements situated anywhere in Canada pursuant to an Assignment Under Section 427 of the Bank Act dated October 1, 2010 (the "Bank Act Security"). A copy of the Bank Act Security is attached hereto, marked as Exhibit "13";
(v) granted an Agreements as to Loans and Advances and Security Under Section 427 of the Bank Act for Such Loans and Advances dated October 1, 2010 (the "Agreement as to Loans and Advances"). A copy of the Agreement as to Loans and Advances is attached hereto, marked as Exhibit "14";
(vi) granted an interest in a Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0H UO59027 pursuant to a chattel mortgage dated march 22, 2018(the "Fendt Chattel Mortgage"). A copy of the Fendt Chattel Mortgage is attached hereto, marked as Exhibit "15";
(vii) granted an interest in a 2018 John Deere T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938 pursuant to a chattel mortgage dated September 17, 2018 (the "John Deere Chattel Mortgage"). A copy of the John Deere Chattel Mortgage is attached hereto, marked as Exhibit "16";
(viii) pursuant to a collateral mortgage dated April 18, 2016, granted RBC a mortgage in the principal amount of $310,000 (the "Crowfoot Mortgage") over the real property legally described as:
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MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS (the "Crowfoot Lands")
A copy of the Crowfoot Mortgage is attached hereto, marked as Exhibit "17":
(b) Clark:
(i) granted a postponement and subordination with respect to Crowfoot pursuant to a postponement and subordination of claims agreement dated September 20, 2010 (the "Clark Postponement and Assignment"). A copy of the Postponement and Assignment is attached hereto, marked as Exhibit "18"; and
(ii) pursuant to a collateral mortgage dated May 4, 2018, granted RBC a mortgage in the principal amount of $735,000.00 (the "First Clark Mortgage") over the real property legally described as:
FIRSTLY
SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
SECONDLY
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
(the "Clark Lands")
A copy of the First Clark Mortgage is attached hereto, marked as Exhibit "19"•
(iii) pursuant to a further collateral mortgage dated June 19, 2020, granted RBC a second mortgage in the principal amount of $500,000 (the "Second Clark Mortgage") over the Clark Lands. The Second Clark Mortgage was provided by Clark as a term of the Forbearance Agreement, as defined at paragraph 42 below.
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A copy of the Second Clark Mortgage is attached hereto, marked as Exhibit "20"• and
(iv) granted an interest in all of Clark's present and after acquired personal property pursuant to a general security agreement dated June 19, 2020 (the "Clark GSA"). The Clark GSA was provided by Clark as a term of the Forbearance Agreement, as defined at paragraph 42 below. A copy of the Clark GSA is attached hereto, marked as Exhibit "21"•
(c) Robin:
(i) granted RBC a postponement and subordination with respect to Crowfoot pursuant to a postponement and subordination of claims agreement dated September 20, 2010 (the "Robin Postponement and Assignment"). A copy of the Robin Postponement and Assignment is attached hereto, marked as Exhibit "22"; and
(ii) postponed a certificate of fis pendens filed as part of her divorce proceeding with Clark in the Alberta Land Titles Registry against certain lands, including the Crowfoot and Clark Lands to the Second Clark Mortgage (the "CLP Postponement"). The CLP Postponement was provided by Robin as a term of the Forbearance Agreement as defined at paragraph 42 below. A copy of the CLP Postponement is attached hereto, marked as Exhibit "23".
20. The foregoing, along with the assignments and postponements contained in the Guarantees, are collectively referred to as the "Security".
21. RBC perfected the Security by filing registrations with the Bank Act Registry, Alberta Personal Property Registry ("Alberta PPR") and the Alberta Land Titles Office. A copy of the Bank Act Registry search is marked as Exhibit "24". A copies of a PPR Debtor Name Searches for each the Defendants are attached hereto, marked as Exhibit "25". Copies of the certificates of title for the Crowfoot Lands and Clark Lands are attached hereto, marked as Exhibit "26".
22. RBC's security interest is the only registered Bank Act security interest in the Bank Act Registry against Crowfoot. RBC has a first ranking ALLPAAP registration in Alberta PPR against Crowfoot. RBC is currently listed as the second ranking ALLPAAP registration against Clark in Alberta PPR below Connect First Credit Union.
23. RBC holds a first ranking registered security interest over the following goods and farming equipment registered in the Alberta PPR:
Year Serial Number: Make: Model: Description
2014 1H00635DKER765429 John 635 D Combine Header Deere
2019 35049219 Macdon FD 135 Header
2010 HU74762 Challenger LB 34 Baler with Accumulator
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2018 ACW00178 Fella TS8055 Hay Rake
2017 42831AS-02 Bourgault T6450 Drill Cart
2017 427337PH-03 Bourgault 3320-50PHD Drill
2018 1ZOT670AVJR111405 John T67OLL Combine Deere
2018 1H00615PCJ0800938 John 615 Belt Combine Header Deere Pickup
2014 74322P00E-06393 Fendt 724 Tractor
2014 AG3F785DOHU059027 Fendt 785 Loader Attachment
2016 3C63R3EL2GG165908 Ram 3500 Laramie Pickup Truck
2018 3C63R3EL6JG169211 Dodge Pickup Truck Ram
2009 1GCJK73699F161044 Chevrolet Silverado Pickup Truck
24. RBC has registered against all serial numbered goods to its knowledge owned by Crowfoot, including subordinate registrations to those registered by other lenders, to prevent the dissipation of any of these assets and a subsequent loss of the equity in the serial numbered goods belonging to RBC.
25. RBC is the first ranking secured creditor registered in Alberta Land Titles against the Crowfoot Lands and Clark Lands.
26. It is a term of the Loan Agreements, Security, and Guarantees that any indebtedness owing thereunder shall continue to accrue interest on all amounts outstanding at the rates set forth therein.
History of Matter
27. In or around early November, 2019, Crowfoot's file was transferred to RBC's Special Loans and Advisory Services ("RBC Special Loans") wherein I have since had conduct of the file. The file was transferred after it was discovered in late October, 2019 by RBC's commercial division that Clark had forged the signature of an RBC representative working at RBC's Stettler, Alberta commercial branch.
28. In particular, the records of RBC provide that Crowfoot previously received financing in September 2019 in the amount of $112,000.00 from RBC to purchase a Macdon Header, a piece of farming equipment ("Header"), from Western Tractor in Cypress County, Alberta ("Western Tractor"). Clark, on behalf of Crowfoot, accepted the financing from RBC. The $112,000 loan is evidenced in J the 2019 Crowfoot Loan Agreement as loan number 19993476-027 (see paragraph 11(j) above)
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and RBC's security interest is currently registered against the Header in Alberta PPR under registration no. 10092122076.
29. The records of RBC further provide that following RBC's financing of the Header, RBC determined that Clark had approached CWB National Leasing Inc.("CWB") to request financing and attempted to use the Header as collateral. CWB required the release of RBC's security interest in the Header in order to provide Crowfoot financing. RBC later received a copy of a waiver from CWB attached hereto, marked with Exhibit "27" dated October 22, 2019 on the basis that the signature looked suspicious. It was then determined by RBC that Clark forged the signature of an RBC representative, Mr. Daniel Dietz, in an effort to receive financing from CWB. I have reviewed the records of RBC and discussed this matter with Daniel Dietz whose signature was forged and he confirms the signature on the waiver is not his. I have further attached hereto, marked as Exhibit "28" RBC's internal emails dated October 23 and 24, 2019 documenting the occurrence.
30. RBC does not know exactly what happened to the $112,000 it provided Crowfoot for financing but verily believes that the funds have been used by Clark and/or Crowfoot for other purposes. As discussed further below, Clark never in fact purchased the Header and it is still owned by Western Tractor and located at Western Tractor.
31. Following Crowfoot's file being transferred to RBC Special Loans, RBC provided its legal counsel Mr. Sam Gabor of Dentons Canada LLP ("Dentons"), instructions to issue formal demand letters and notices to the Defendants as a result of defaults under the respective Loan Agreements, Guarantees and Security for, among other reasons:
a) failure to repay amounts owing to RBC in accordance with the terms of the Loan Agreements,
b) Clark improperly forging the signature of Mr. Dietz for the benefit of Crowfoot.
32. RBC, through Dentons, thereafter demanded that each of the Defendants repay their respective indebtedness to RBC and Dentons issued on January 27, 2020 formal demand letters, Notices of Intention to Enforce Security under subsection 244(1) of the Bankruptcy and Insolvency Act, RSC 1985 c B-3 on Crowfoot and Notices of Intent to Realize on Security under section 21 of the Farm Debt Mediation Act, SC 1997, c 21 on each of the Defendants. The respective demand letters and notices are attached hereto, marked as Exhibit "29".
33. Following the demands and notices being issued by Dentons, RBC decided it was in its best interest to afford additional time to the Debtors to repay the indebtedness owing to RBC as Clark, on behalf of Crowfoot, advised me he was seeking refinancing to pay out Crowfoot's debt to RBC in full. Clark advised me in numerous email communications and phone calls in the months of November to April, 2020 that Crowfoot was actively seeking financing from TD Bank and was close to obtaining refinancing. However, such financing from TD or any third party lender for that matter has never materialized.
34. In or around early May, 2020, RBC determined that financing from TD Bank would not occur. Subsequently, on May 6, 2020, RBC provided its counsel Dentons further instructions following communications between myself and Clark to issue a letter to Crowfoot setting out certain repayment milestones Crowfoot must meet in order for RBC to agree to forbear from enforcing its rights against Crowfoot. Attached hereto, marked as Exhibit "30" is a copy of Dentons' letter.
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35. Following Dentons' May 6, 2020 letter, none of the milestones listed in the letter were met by Crowfoot. Thereafter, to protect RBC's secured assets from being compromised, RBC, through Dentons, instructed its Bailiff to perform seizure on a Bailee's undertaking pursuant to the Personal Property Security Act which would seize the assets but leave them in Crowfoot's possession so it could continue to carry on its farming operations.
36. Two seizures were conducted by RBC. First a seizure on May 26, 2020 (the "First Seizure") to seize the equipment and vehicles of Crowfoot secured by RBC, and second a seizure on June 11, 2020 to seize the grain and grain bins of Crowfoot secured by RBC. Copies of the Bailiffs' Reports, Notices of Seizure of Personal Property and executed Explanations of Bailees Undertaking dated May 28, 2020 (the "Equipment Seizure Report") marked as Exhibit "31" and June 11, 2020 (the "Grain Seizure Report") marked as Exhibit "32" regarding the seizures are attached hereto. The assets under seizure remain on the properties of Clark's father, James Roy Clark, Crowfoot and Clark.
37. In addition to the assets listed in paragraph 23, the majority of which were seized as referenced in the Equipment Seizure Report, the following personal property has been seized by RBC on a Bailee's Undertaking as referenced in the Grain Seizure Report:
Description
Various Grain Bins set out in the Notice of Seizure of Personal Property signed June 11, 2020
Various Bushels of oats, rye, wheat seed, corn, wheat set out in the Notice of Seizure of Personal Property signed June 11, 2020
38. It was also discovered thereafter by RBC that ATB Financial had seized a Rogator 1100C Sprayer on or around May 25, 2020.
39. As reported in the Equipment Seizure Report, the Bailiff was unable to seize the Header during the First Seizure as it was not located at Crowfoot's and Clark's property. The Bailiff reported that the Header was located at Western Tractor. Thereafter, on June 2, 2020, Dentons wrote to Western Tractor regarding the Header and its status given RBC's security interest registered against it. I am advised by Mr. Gabor that Western Tractor thereafter informed Dentons of the circumstances surrounding Crowfoot's non-ownership of the Header and advised Dentons that Western Tractor is the owner of the Header and Crowfoot has never owned it. A copy of Mr. Gabor's June 2, 2020 letter and an email exchange between Western Tractor and Dentons is attached hereto, marked as Exhibit "33".
40. The Equipment Seizure Report further indicates that Crowfoot had previously sold a 2015 Dodge Ram 1500 to Clark's son, James Mack Clark, which was collateral secured by RBC. This sale occurred without RBC's permission or consent. Payment has since been made to RBC to payout the financing for the 2015 Dodge Ram 1500 and RBC has since discharged its security interest against that vehicle.
41. Following the First Seizure, the Debtors, including Robin, requested at the beginning of June, 2020 additional time from RBC before RBC further enforced its security. Additional time was requested
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on the basis that the Debtors were seeking refinancing from Scotia Bank and an individual from Scotia Bank would be attending Crowfoot's property on June 10, 2020 to perform an inspection of its equipment and land. RBC was prepared to further forbear from enforcing its rights on the basis that sufficient evidence of refinancing (such as a term sheet) was provided to RBC by the end of June, 2020 demonstrating RBC would be paid out in full by the end of July, 2020 and RBC would in fact be paid out by the Debtors by the end of July, 2020. RBC was also only prepared to forbear on the condition that the Debtors entered into a formal forbearance agreement.
42. Thereafter at the beginning of June, 2020, Dentons prepared and provided the Debtors a form of forbearance agreement and the parties subsequently negotiated and entered into an executed forbearance agreement, dated June 19, 2020 (the "Forbearance Agreement"). A copy of the Forbearance Agreement is attached hereto, marked as Exhibit "34".
43. Under the Forbearance Agreement, the Defendants provided to RBC, among other things, consents to Receivership (Crowfoot and Clark), Judgment (all three Defendants) and Redemption Orders-Listing (Crowfoot and Clark). A copy of the Consent Receivership Order and three Consent Judgments are attached hereto, marked as Exhibit "35".
44. The Crowfoot Lands and Cam Lands were listed for sale as a term of the Forbearance Agreement.
45. Clark and Robin as directors of Crowfoot were represented by counsel and continue to be - Sharah Kershaw for Robin and Jonathan Tieman for Clark. Crowfoot did not formally retain counsel but Robin and Clark executed the Forbearance Agreement and consent orders on behalf of Crowfoot.
46. Since the execution of the Forbearance Agreement, the Defendants have defaulted under its terms, namely:
a) failing to make Crowfoot's monthly payments under five (5) loan facilities requiring payments be made monthly;
b) failing to provide evidence by June 30, 2020 from a reputable financial institution, such as a term sheet, evidencing Crowfoot can payout the indebtedness owing to RBC by July 31, 2020;
c) allowing Clark's father, James Roy Clark, to file with Alberta Land Titles an encumbrance attaching to the Crowfoot Lands; and
d) failing to provide requisite monthly reporting by July 3, 2020, as set out in the Forbearance Agreement.
47. In addition to the above defaults, it was discovered on July 6, 2020 by RBC, through Dentons, that Clark permitted his son James Mack Clark to trade-in a Challenger LB 34 Baler ("Baler") which had been previously pledged by Crowfoot to RBC and registered by RBC in PPR, without the knowledge or consent of RBC. A copy of the Conditional Sales Agreement entered into by James Mack Clark provided by Ms Kershaw to Dentons is attached hereto, marked as Exhibit "36". The trade-in equipment, namely a 2019 Massey Fergusson 2270 XD is registered to ATB Financial as secured creditor against James Mack Clark as debtor. A PPR serial number search of the Baler is attached hereto, marked as Exhibit "37". RBC's security position has been further compromised as a result of this transaction. RBC has registered its security interest against this equipment in order to protect its secured position against the Baler.
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48. Furthermore, the Debtors previously requested on June 23, 2020 that they be permitted to liquidate RBC's secured collateral via public auction with Ritchie Brothers on July 16, 2020 in Lethbridge. RBC agreed to the liquidation shortly thereafter. However, the Debtors made no genuine efforts to proceed with the liquidation. I am advised by Mr. Gabor and from reviewing email correspondence from Clark that Clark's position is that Robin would not agree to liquidate the equipment. However, Mr. Gabor advises me from his discussions with Ms Kershaw that Robin did in fact agree to the liquidation.
49. Following:
a) the discovery regarding the trade-in of the Baler by Clark's son,
b) the Debtors not moving to liquidate the RBC secured equipment at Ritchie Brothers, and
c) the defaults that had been committed by the Debtors under the Forbearance Agreement, as described at paragraph 46 above,
RBC instructed Dentons to formally terminate the Forbearance Agreement. A copy of the termination letter from Dentons to Ms. Kershaw and Mr. Tieman is attached hereto, marked as Exhibit "38".
50. Following termination of the Forbearance Agreement, the Defendants subsequently offered to list the RBC secured equipment online with Ritchie Brothers and/or to sell the RBC secured equipment en-bloc to Ritchie Brothers. However, Ritchie Brothers has advised me through email correspondence that there is no guarantee of any sale online and such listing would be purely passive. A copy of the email correspondence is attached hereto, marked as Exhibit "39" . Furthermore, I verily believe that an en-bloc sale of all of the RBC secured equipment to Ritchie Brothers would not result in the equipment being sold at maximum fair market value and would need to be sold en-bloc at a significant discount. This would further deteriorate RBC's secured position and thus such an en-bloc sale would not be appropriate.
51. I am advised by Mr. Gabor that he has advised Ms. Kershaw and Mr. Tieman that RBC will not consent to an en-bloc sale of its secured equipment.
52. Currently, there are two vehicles owned by Crowfoot subject to RBC's security which are contemplated to be sold shortly to Martin Chrysler Ltd. in Brooks, Alberta with RBC's permission - 2009 Chevrolet Silverado VIN: 1GCJK73699F161044 and 2018 Ram 3500 VIN: 3C63R3EL6JG169211. RBC's counsel has provided an Irrevocable Direction to Pay to the debtors counsel to forward to Martin Chrysler directing Martin Chrysler to transfer the sale proceeds to RBC's counsel.
53. On July 11, 2020, RBC through its legal counsel Dentons formally demanded upon Clark's counsel (the "July Demand") that Clark repay his respective indebtedness to RBC pursuant to the Guarantee dated June 19, 2020 found at Exhibit 9 to this my Affidavit. A copy of the July demand is attached hereto, marked as Exhibit "40".
Indebtedness Owing to RBC
54. Pursuant to their respective obligations under the Loan Agreements:
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(a) Crowfoot is indebted to RBC in an amount that, as of July 13, 2020, equals, $2,614,775.70 plus further accrued and accruing interest, costs and expenses (including legal costs on a solicitor and its own client, full indemnity basis)(the "Crowfoot Indebtedness") comprised as follows:
Facility Balance Accrued Interest Total 19993476-001 344,181.92 825.56 345,007.48 19993476-014 $25,225.00 $1,960.50 $27,185.50 19993476-017 $244,159.28 $9,215.17 $253,374.45 19993476-018 $12,500.00 $941.61 $13,441.61 19993476-019 $40,452.86 $1,431.37 $41,884.23 19993476-020 $67,587.91 $2,647.50 $70,235.41 19993476-021 $317,610.59 $12,835.82 $330,446.41
19993476-022 $20,000.00 $1,543.89 $21,543.89 19993476-023 $23,918.08 $1,543.01 $25,461.09 19993476-025 $350,000.00 $14,212.87 $364,212.87 19993476-027 $112,000.00 $4,637.42 $116,637.42 19993476-028 $4,690.66 $17.98 $4,708.64 -1 201000036075 $176,247.54 $0.00 $176,247.54 __J 32687528-001 $206,170.55 $11,395.67 $217,566.22 47818324-001 $535,381.23 $12,806.35 $548,187.58 Legal Fees $58,635.36 and 1 ongoing TOTAL $2,614,775.70
55. Pursuant to Clark's respective Guarantees and Security, Clark is indebted to RBC in an amount that, as of July 13, 2020, equals $1,816,639.14, plus further accrued and accruing interest, costs and expenses (including legal costs on a solicitor and its own client, full indemnity basis)(the "Clark Indebtedness").
56. Pursuant to Robins' respective Guarantees, Robin is indebted to RBC in an amount that, as of July 13, 2020, equals $554,561.21, plus further accrued and accruing interest, costs and expenses (including legal costs on a solicitor and its own client, full indemnity basis) (the "Robin Indebtedness").
Appointment of Receiver
57. Crowfoot is currently operating and continuing its agricultural business of growing grains and crops and caring for livestock which has all been pledged as security to RBC under its Bank Act security. I am advised through discussions with Clark that Crowfoot recently seeded the Crowfoot Lands
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and Clark Lands and it will be necessary for the crop to be removed, maintained and sold following the end of the growing season. Crowfoot also maintains cattle on the properties which also require feeding and care.
58. I am advised by Mr. Gabor that through discussions he has had with Ms. Kershaw and Mr. Tieman, Clark and Robin as the principals of Crowfoot are currently in a divorce proceeding. I am further advised by Mr. Gabor through his discussions with Ms. Kershaw and Mr. Tieman that Robin has obtained a consent preservation order which prevents either Robin or Clark from dealing with any of their major assets or Crowfoot's assets other than in the ordinary course of business, unless the parties agree otherwise in writing. Robin has further filed a certificate of lis penden against the Crowfoot Lands and Clark Lands. I am further advised by Mr. Gabor that he has been advised by Ms. Kershaw that Robin has alleged that Clark has forged Robin's signature on five documents in a similar manner to the forgery Clark committed with respect to the RBC documentation at Exhibit 27. Mr. Gabor further advises me that through discussions with Ms. Kershaw that Robin intends to seek charges against Clark under the Criminal Code for said forgeries.
59. In all of the circumstances, including Clark's improper and fraudulent actions, the aforementioned defaults under the Loan Agreements and Forbearance Agreement and the internal conflicts between Robin and Clark, RBC has lost complete faith that Crowfoot and Clark can repay the indebtedness owing by Crowfoot. I further verily believe that based on Clark's prior conduct RBC's secured position is in jeopardy and that it is necessary, just, and convenient to appoint a receiver over the assets, properties, and undertakings of Crowfoot and Clark with respect to his farming operations.
60. RBC is presently entitled to prosecute its legal remedies under its agreements with the Defendants, which includes the right to apply to this Honourable Court to appoint a receiver and manager over the property, assets and undertaking of Crowfoot and Clark. Crowfoot and Clark have also agreed to the appointment of a receiver by way of the Consent Receivership Order they entered into.
61. The assets of Crowfoot and Clark, include such items as equipment, crops and livestock. A receiver is necessary to take care and control of the equipment in order to liquidate those assets at appropriate fair market values. A receiver is also necessary to ensure that the crop and livestock are appropriately cared for and that the crop is properly harvested and sold after the end of the growing season.
62. Additionally, RBC is aware through current PPR registrations that numerous other lenders have provided financing to Crowfoot. A receiver is needed to ensure that the various pieces of equipment financed by the various lender are accounted for and to protect any remaining equity belonging to RBC in the equipment not specifically registered to RBC.
63. I verily believe that the immediate appointment of a receiver manager of the undertakings, property and assets of Crowfoot is just and convenient and is necessary to protect the interests of RBC.
64. RBC's assets are registered against Crowfoot and to the best of its knowledge, still owned by Crowfoot. However, given the actions of Clark using RBC funds for unintended purposes and trading-in equipment owed by Crowfoot pledged to RBC, RBC verily believes that Clark may have transferred assets into his own name belonging to Crowfoot. Accordingly, a receiver over Clark with respect to his farming operations is also just and convenient in the circumstances.
NATDOCS\47568014\V-2 -14-
65. Without a receiver, RBC has no other means to preserve the remaining assets of Crowfoot and Clark and to adequately reduce its credit exposure, which is now increasing on a monthly basis.
66. I verily believe that MNP Ltd., with offices in the City of Calgary, is qualified and prepared to act as receiver or receiver and manager of Crowfoot and Clark with respect to his farming business and operations.
67. I make this Affidavit in support of the Lender's application for a receivership order in respect of Crowfoot and Clark (with respect to his farming operations).
68. I further make this Affidavit in support of Judgment against the Defendants pursuant to the Consent Judgments they entered into as a term of forbearance.
SWORN BEFORE ME at Calgary, Alberta, this 13th day of July, 2020.
Commissioner for Oaths in and for the Arnold Masson Province of Alberta
Brian Catalano Student-At-Law
NATDOCS\47568014W-2
THIS IS EXHIBIT "26"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this (3 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law LAND TITLE CERTIFICATE
S LINC SHORT LEGAL TITLE NUMBER 0016 874 562 4;19;22;2;SW 951 102 324 +1 0016 874 570 4;19;22;2;SE
LEGAL DESCRIPTION
FIRST THE SOUTH WEST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
A SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
ESTATE: FEE SIMPLE
MUNICIPALITY: COUNTY OF NEWELL
REFERENCE NUMBER: 931 044 612 +1
REGISTERED OWNER(S) REGISTRATION DATE(DMY) DOCUMENT TYPE VALUE CONSIDERATION
951 102 324 08/05/1995 TRANSFER OF LAND SEE INSTRUMENT
OWNERS
JAMES CAMERON CLARK OF BOX 328
( CONTINUED ) PAGE 2 # 951 102 324 +1
BASSANO ALBERTA TOJ OBO (DATA UPDATED BY: CHANGE OF ADDRESS 001010956)
ENCUMBRANCES, LIENS & INTERESTS
REGISTRATION NUMBER DATE (D/M/Y) PARTICULARS
951 223 038 02/10/1995 UTILITY RIGHT OF WAY GRANTEE - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 AFFECTED LAND: 4;19;22;2;SE (DATA UPDATED BY: CHANGE OF NAME 051228051) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 091380260) (DATA UPDATED BY: CHANGE OF ADDRESS 131202432) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 181014784)
981 052 562 19/02/1998 CAVEAT RE : SURFACE LEASE UNDER 20 ACRES CAVEATOR - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 (DATA UPDATED BY: CHANGE OF NAME 051209069) (DATA UPDATED BY: TRANSFER OF CAVEAT 091380588) (DATA UPDATED BY: CHANGE OF ADDRESS 131181432) (DATA UPDATED BY: TRANSFER OF CAVEAT 181111899)
991 201 034 15/07/1999 CAVEAT RE : SURFACE LEASE UNDER 20 ACRES CAVEATOR - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 (DATA UPDATED BY: CHANGE OF NAME 051204393) (DATA UPDATED BY: TRANSFER OF CAVEAT 091380170) (DATA UPDATED BY: CHANGE OF ADDRESS 131182956) (DATA UPDATED BY: TRANSFER OF CAVEAT 181112323)
991 305 393 19/10/1999 UTILITY RIGHT OF WAY ( CONTINUED ) ENCUMBRANCES, LIENS & INTERESTS PAGE 3 REGISTRATION # 951 102 324 +1 NUMBER DATE (D/M/Y) PARTICULARS
GRANTEE - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 (DATA UPDATED BY: CHANGE OF NAME 051232803) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 091380163) (DATA UPDATED BY: CHANGE OF ADDRESS 131200750) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 181017908)
001 284 660 05/10/2000 UTILITY RIGHT OF WAY GRANTEE - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 (DATA UPDATED BY: CHANGE OF NAME 051205236) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 091380814) (DATA UPDATED BY: CHANGE OF ADDRESS 131186863) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 181023634)
021 395 714 12/11/2002 DISCHARGE OF UTILITY RIGHT OF WAY 991305393 PARTIAL EXCEPT PLAN/PORTION: 0113159
061 202 702 24/05/2006 CAVEAT RE : SURFACE LEASE UNDER 20 ACRES CAVEATOR - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 (DATA UPDATED BY: TRANSFER OF CAVEAT 091380152) (DATA UPDATED BY: CHANGE OF ADDRESS 131171580) (DATA UPDATED BY: TRANSFER OF CAVEAT 181116707)
181 102 534 18/05/2018 MORTGAGE MORTGAGEE - ROYAL BANK OF CANADA. 36 YORK MILLS ROAD SUITE 400, 4TH FLR TORONTO ONTARIO M2POA4 ORIGINAL PRINCIPAL AMOUNT: $735,000
( CONTINUED ) ENCUMBRANCES, LIENS & INTERESTS PAGE 4 REGISTRATION # 951 102 324 +1 NUMBER DATE (D/M/Y) PARTICULARS
AFFECTED LAND: 4;19;22;2;SE
201 110 639 19/06/2020 CERTIFICATE OF LIS PENDENS BY - ROBIN ELAINE CLARK MATRIMONIAL PROPERTY ACT
TOTAL INSTRUMENTS: 009
THE REGISTRAR OF TITLES CERTIFIES THIS TO BE AN ACCURATE REPRODUCTION OF THE CERTIFICATE OF TITLE REPRESENTED HEREIN THIS 13 DAY OF JULY, 2020 AT 08:40 A.M.
ORDER NUMBER: 39685361
CUSTOMER FILE NUMBER:
*END OF CERTIFICATE*
THIS ELECTRONICALLY TRANSMITTED LAND TITLES PRODUCT IS INTENDED FOR THE SOLE USE OF THE ORIGINAL PURCHASER, AND NONE OTHER, SUBJECT TO WHAT IS SET OUT IN THE PARAGRAPH BELOW.
THE ABOVE PROVISIONS DO NOT PROHIBIT THE ORIGINAL PURCHASER FROM INCLUDING THIS UNMODIFIED PRODUCT IN ANY REPORT, OPINION, APPRAISAL OR OTHER ADVICE PREPARED BY THE ORIGINAL PURCHASER AS PART OF THE ORIGINAL PURCHASER APPLYING PROFESSIONAL, CONSULTING OR TECHNICAL EXPERTISE FOR THE BENEFIT OF CLIENT(S). LAND TITLE CERTIFICATE
S LINC SHORT LEGAL TITLE NUMBER 0016 874 877 4;19;22;2;NW 951 102 324 0016 874 885 4;19;22;2;NE
LEGAL DESCRIPTION
FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
ESTATE: FEE SIMPLE
MUNICIPALITY: COUNTY OF NEWELL
REFERENCE NUMBER: 931 044 612
REGISTERED OWNER(S) REGISTRATION DATE(DMY) DOCUMENT TYPE VALUE CONSIDERATION
951 102 324 08/05/1995 TRANSFER OF LAND SEE INSTRUMENT
OWNERS
JAMES CAMERON CLARK OF BOX 328 BASSANO ALBERTA TOJ OBO (DATA UPDATED BY: CHANGE OF ADDRESS 001010955)
( CONTINUED ) ENCUMBRANCES, LIENS & INTERESTS PAGE 2 REGISTRATION # 951 102 324 NUMBER DATE (D/M/Y) PARTICULARS
2553CS . RESTRICTIVE COVENANT AFFECTED LAND: 4;19;22;2;NE
2554CS . RESTRICTIVE COVENANT AFFECTED LAND: 4;19;22;2;NW
821 095 429 01/06/1982 UTILITY RIGHT OF WAY GRANTEE - NOVA AN ALBERTA CORPORATION. AS TO PORTION OR PLAN:8210554 "TAKES PRIORITY OF CAVEAT 811205102 REGISTERED 2 NOVEMBER 1981"
931 200 003 18/08/1993 UTILITY RIGHT OF WAY GRANTEE - NOVA CORPORATION OF ALBERTA. AS TO PORTION OR PLAN:9011203 TAKES PRIORITY OF CAVEAT #901047015 REGISTERED ON 20/2/90
951 223 038 02/10/1995 UTILITY RIGHT OF WAY GRANTEE - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 AFFECTED LAND: 4;19;22;2;NE (DATA UPDATED BY: CHANGE OF NAME 051228051) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 091380260) (DATA UPDATED BY: CHANGE OF ADDRESS 131202432) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 181014784)
991 225 593 07/08/1999 CAVEAT RE : SURFACE LEASE UNDER 20 ACRES CAVEATOR - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 AFFECTED LAND: 4;19;22;2;NE (DATA UPDATED BY: CHANGE OF NAME 051204462) (DATA UPDATED BY: TRANSFER OF CAVEAT 091380170) (DATA UPDATED BY: CHANGE OF ADDRESS 131183148) (DATA UPDATED BY: TRANSFER OF CAVEAT 181112329)
991 225 594 07/08/1999 CAVEAT RE : SURFACE LEASE UNDER 20 ACRES
( CONTINUED ) ENCUMBRANCES, LIENS & INTERESTS PAGE 3 REGISTRATION # 951 102 324 NUMBER DATE (D/M/Y) PARTICULARS
CAVEATOR - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 AFFECTED LAND: 4;19;22;2;NE (DATA UPDATED BY: CHANGE OF NAME 051204463) (DATA UPDATED BY: TRANSFER OF CAVEAT 091380171) (DATA UPDATED BY: CHANGE OF ADDRESS 131183148) (DATA UPDATED BY: TRANSFER OF CAVEAT 181112329)
991 305 393 19/10/1999 UTILITY RIGHT OF WAY GRANTEE - TORXEN ENERGY LTD. ATTN: SURFACE LAND DEPARTMENT P.O. BOX 20115 CALGARY ALBERTA T2P4J2 AFFECTED LAND: 4;19;22;2;NE (DATA UPDATED BY: CHANGE OF NAME 051232803) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 091380163) (DATA UPDATED BY: CHANGE OF ADDRESS 131200750) (DATA UPDATED BY: TRANSFER OF UTILITY RIGHT OF WAY 181017908)
021 395 714 12/11/2002 DISCHARGE OF UTILITY RIGHT OF WAY 991305393 PARTIAL EXCEPT PLAN/PORTION: 0113159
181 102 534 18/05/2018 MORTGAGE MORTGAGEE - ROYAL BANK OF CANADA. 36 YORK MILLS ROAD SUITE 400, 4TH FLR TORONTO ONTARIO M2POA4 ORIGINAL PRINCIPAL AMOUNT: $735,000 AFFECTED LAND: 4;19;22;2;NE
201 110 642 19/06/2020 CERTIFICATE OF LIS PENDENS BY - ROBIN ELAINE CLARK MATRIMONIAL PROPERTY ACT
TOTAL INSTRUMENTS: 011
( CONTINUED ) PAGE 4 # 951 102 324
THE REGISTRAR OF TITLES CERTIFIES THIS TO BE AN ACCURATE REPRODUCTION OF THE CERTIFICATE OF TITLE REPRESENTED HEREIN THIS 13 DAY OF JULY, 2020 AT 08:39 A.M.
ORDER NUMBER: 39685340
CUSTOMER FILE NUMBER:
*END OF CERTIFICATE*
THIS ELECTRONICALLY TRANSMITTED LAND TITLES PRODUCT IS INTENDED FOR THE SOLE USE OF THE ORIGINAL PURCHASER, AND NONE OTHER, SUBJECT TO WHAT IS SET OUT IN THE PARAGRAPH BELOW.
THE ABOVE PROVISIONS DO NOT PROHIBIT THE ORIGINAL PURCHASER FROM INCLUDING THIS UNMODIFIED PRODUCT IN ANY REPORT, OPINION, APPRAISAL OR OTHER ADVICE PREPARED BY THE ORIGINAL PURCHASER AS PART OF THE ORIGINAL PURCHASER APPLYING PROFESSIONAL, CONSULTING OR TECHNICAL EXPERTISE FOR THE BENEFIT OF CLIENT(S). LAND TITLE CERTIFICATE
S LINC SHORT LEGAL TITLE NUMBER 0022 262 190 4;19;22;7;SW 161 105 046
LEGAL DESCRIPTION MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
ESTATE: FEE SIMPLE
MUNICIPALITY: COUNTY OF NEWELL
REFERENCE NUMBER:081 344 416
REGISTERED OWNER(S) REGISTRATION DATE(DMY) DOCUMENT TYPE VALUE CONSIDERATION
161 105 046 04/05/2016 TRANSFER OF LAND $240,000 $240,000
OWNERS
CROWFOOT LAND & LIVESTOCK CORPORATION. OF BOX 328 BASSANO ALBERTA TOJ OBO
ENCUMBRANCES, LIENS & INTERESTS
REGISTRATION NUMBER DATE (D/M/Y) PARTICULARS
161 105 047 04/05/2016 MORTGAGE MORTGAGEE - ROYAL BANK OF CANADA. 36 YORK MILLS ROAD SUITE 400, 4TH FLR TORONTO ONTARIO M2POA4 ORIGINAL PRINCIPAL AMOUNT: $310,000
( CONTINUED ) ENCUMBRANCES, LIENS & INTERESTS PAGE 2 REGISTRATION # 161 105 046 NUMBER DATE (D/M/Y) PARTICULARS
201 110 583 19/06/2020 CERTIFICATE OF LIS PENDENS BY - ROBIN ELAINE CLARK MATRIMONIAL PROPERTY ACT
TOTAL INSTRUMENTS: 002
THE REGISTRAR OF TITLES CERTIFIES THIS TO BE AN ACCURATE REPRODUCTION OF THE CERTIFICATE OF TITLE REPRESENTED HEREIN THIS 13 DAY OF JULY, 2020 AT 08:41 A.M.
ORDER NUMBER: 39685372
CUSTOMER FILE NUMBER:
*END OF CERTIFICATE*
THIS ELECTRONICALLY TRANSMITTED LAND TITLES PRODUCT IS INTENDED FOR THE SOLE USE OF THE ORIGINAL PURCHASER, AND NONE OTHER, SUBJECT TO WHAT IS SET OUT IN THE PARAGRAPH BELOW.
THE ABOVE PROVISIONS DO NOT PROHIBIT THE ORIGINAL PURCHASER FROM INCLUDING THIS UNMODIFIED PRODUCT IN ANY REPORT, OPINION, APPRAISAL OR OTHER ADVICE PREPARED BY THE ORIGINAL PURCHASER AS PART OF THE ORIGINAL PURCHASER APPLYING PROFESSIONAL, CONSULTING OR TECHNICAL EXPERTISE FOR THE BENEFIT OF CLIENT(S).
1 TAB 27 THIS IS EXHIBIT "27"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this (3' day of July, 2020
A COMMISSIONER •F OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law 10/23/2019 11:27 AM FAX 20001/0003
WAIVER OF SECURED CREDITOR
Date: 1.1-Oct-2019
To: ROYAL BANK OF CANADA 180 WELLINGTON ST W,3RD FLIP, TORONTO ON M5.3 1,11 Agreement No.: 2958498
Debtor: Crowfoot Land & Livestock Corporation
Equipment: 2019 Macdon FD135 Combine Header complete with related components SfN: 350492.19
aa 1.411,4164.140,10 4 WM414* I"OW ;ROC
CWB National Leasing Inc. ("the Lessor") intends to purchase the Equipment from the Debtor.
A personal property registry search indicated that you have a registered security interest against the Debtor which may create a charge against the Equipment.
Please waive any interest you may have in the Equipment by signing a copy of this letter and returning it to us by email or fax,
Thank you for your prompt en-operation. Yours truly, CWB NATIONAL LEASING INC, Danelle Nyczai Business Coordinator
Email: [email protected] Fax:(877) 871-1589 Phone:(855) 4.87-5031
Waiver
The undersigned waives any interest that is has or may have in the Equipment. This Waiver is binding on the heirs, executors, administrators, successors and assigns of the undersigned and shall enure to the benefit of the Lessor arid its successors and assigns. The undersigned consents to the collection, use and disclosure of personal information, if any by Lessor to confirm identification and to enforce Lessor's rights under the Agreement. A signed copy of this Waiver transmitted by email, facsimile or other electronic means is deemed to be art original. An electronic signature to this Waiver shall be as valid as an original signature. Date: eti,(„0,2/14w7
ROYAL BANK OF CANADA 180 WELLINGTON ST W, 3RD FLR, TORONTO ON M5J 1J1 Nome of Secured Creditor Address /- 03 -416 f-/776 Siurinture Telephone Number 114--.EL pou,vur Atithorinid signor (Print) COP1 fri (1._4-:p- ri, Title of Authorized Signor (Print)
Waiver of Secured Creditor- Equipment Veridor• R Linn ['ago 1 o(1 2-Lease-2058498 10/23/2019 11:27 AM FAX Z 0002/0003
WAIVER OF SECURED CREDITOR
Date: 11- OLI-201,9
To: ROYAL BANK OF CANADA 1ti YORK MILLS ROAD, ATH FLOOR.'TORONTO ON M2P fiA,1
Agreement No.: 29H/1Q;.,
Debtor: Croi,vimit Land & Livestock Corporation
Equipment: .1. 2019 Marnotir012E; Combine I leader coinpiete with related comnoilents SIN: 35049?-19
("MB NaDoi al Leasing Inc. ("the Lessoi") intends to 101 chase the Equipment from the Debtu
A per:; no property registry search indicateo that you have it registe,red security interest against the Debtor which may crcotc: a charge against the Equipment
Please waive any interest you may have in the F.iluipme.m by signing a copy ol this letter and rearming it to us by entail Or fMi.
Thal you for your pi omnt •oper allot). You imiy, Cl-lb NATiONAL LEASING INC. Daitelle Nyczai BLISillesS Ceerchriawf
ab.salos(qtcyinnatiorialleasinu,com f-ex, (877) 871-1.529 Phone: (855) 487-5031
Waiver
'f rte unoersignod Waives any interest trial is has or may have in the Equipment. This Waiver is binding on the heirs, executors, administrators, successors and assigns of the Widersigned and shall enure to the benefit of the Lessor arid its successors and assigns. The undersigned consents to the collection, use and disclosure of personal information. if any by Lessor to confirm identification and to enforce Lessor's rights under the Agreemorrt A Signed copy of th is Waiver transmit-red by email. facsimile or other electronic means is deemed to be an otigiiial. An electronic signature to this Waiver shall be as valid as an original signature. ,\ Date: 117. .•Y‘t
ROYAL BANK OF CANADA 36 YORK MILLS ROAD,4Th I FLOOR. TORONTO UN M2P 0A4 3 'oil: / 7I,, _J
, • , • (L:•71.1- (-• f S
k 2.Ltt.*:5.0 r•95...... 10/23/2019 11:27 AM FAX 20003/0003
WAIVER OF SECURED CREDITOR
Date: 11-Oct-2019
To: ROYAL BANK OP CANADA 300-5575 NORTH SERVICE RD. BURLINGTON ON 1_71. C5M1 Agreement No.: 2968,198
Debtor: Crowfoot Land & Livestoci< Corooration
Equipment: 1 2019 Macrion F:D135 Combine! Header complete with relater.) components S/N: 350492..10
Ck.A/fi National I easing Inc. Cilia Lessor") intends to purchase the Equipment front the Demur.
A persona! property registry search indirimed that you have a regisiered security interest against the Debtor which may urrrate a ctaige against the Equipirient.
Phrase waive tiny interest you may have in the EqUipIllell[ by Strati.? a copy of MIS loner and returning it to us by etnait in fax.
Thank you Ira your raompt upelation. Yours miry, CWB NATIONAL. LEASING INC. Danelle Nyczai Business Coordinator
Emaii• P.,lesC4cwonatibnalieaSinc!.corn Fax:(877) 87.1-1589 Phone (855) 48?-5031
f undoisignei.f waives fir-1y interosr that is Has or may nave the Equiorneni. This ',Waiver is binding on the heirs, executors, administrnrors. skiccessoin nod assi.c.ros of tln, undelsignou dl rd shalt enure tO the benefit of the Lessor and its successors and assigns. The undersigned consents to the collection, use and disclosure of personal information. if any by Lessor to confirm identificatlon and to enforce Lessor's rights under the Agreement. A signed copy of this Waiver transmitted by email, facsimile or other electronic means is deemed to be an original, An electronic signature to this Waiver shall he as valid as an original signature. Date:
ROYAL BANK OF CANADA 300-557 ; NORTH SERVICE RD. BURLINGTON ON L7L GM1
) t)3 n.un;:;;ne Tu(.cl kwAior Y6./ -/ 7 X- OfiluTO. frZ Co rith-- e-TfiL C-IAA)16-EL,
! wruct k ,
THIS IS EXHIBIT "28"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this I3 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law From: Manski, Juergen Sent: 2019, October, 24 1:19 PM To: Masson, Arnold
Juergen Manski, CPA, CA, LIT I Director — Western Canada - Special Loans and Advisory Services Royal Bank of Canada I 335 8th Ave SW, 5th FI, Calgary, AB T2P 1C9 I T. 403-292-7379 I F. 403-292- 3019 I E-mail: juerden.manski rbc.com
From: Graham, Rhonda Sent: Wednesday, October 23, 2019 3:39 PM To: Manski, Juergen
Hello Jeurgen,
I wanted to forward the update Collin provided today relative to Crowfoot Land and Livestock. It appears Mr. Clark has again presented a document containing a forged signature from one of our employees.
I'd like Gord McGimpsey to speak with the client regarding these documents. Please let me know if you have any concerns with us approaching Mr. Clark.
Regards, Rhonda
Rhonda Graham Senior Manager, Corporate Investigation Services Western Canada Royal Bank of Canada I 335 8"' Ave SW, 4'' Floor I Calgary, AB I T 403.292.1742 j C 403.828.1515
From: Georget, Collin Sent: Wednesday, October 23, 2019 1:50 PM To: Graham, Rhonda
Hi Rhonda. I am at a Calgary trade program today and working from my cell.
As per my voice mail I wanted to send to you as a follow up for next step actions that you recommend - 2 -
I believe you have all the details of the client interaction from our initial conversations summary below
Sept 25 Robin finances a combine header for 112,000 (I think that is the amount) for this client crowfoot land and cattle( Cam Clark)
Early last week Robin received an email from national leasing. They are doing financing and needed releases from RBC and FCC for this client and it appeared the signatures were suspicious. Robin confirmed she did not sign this for RBC
Robin contacted me(VP commercial to discuss)
Robin and I called national leasing together to ask some questions and determined the client is attempting to finance the same header we have already financed. National leasing also confirmed they have 2 waivers signed by RBC and 1 from FCC which are all fraudulently signed. She also sent up a copy of a cheque the client provided as proof of payment which robin investigated to confirm it it also a fake cheque as it has never been cleared and someone used the back of another cheque from the clients account to make it appear like a cleared cheque.
After this call I phoned the equipment dealer to confirm if hey had been paid for the header yet. They confirmed no payment was made yet and the client blamed his bank for making a mistake on documents and the bank was in process of correcting. I had the salesman send me a copy of the text message which I have forwarded to you in previous emails. This client had also told Our CAM that he had not paid yet as the equipment dealer had said it was ok until his cattle sale was done. This also is confirmed to be false
The client also reached out to BRENDA Haase In Strathmore as that is his new account manager. He asked her to sign the waiver which she did not. Shortly after the lease company provided another RBC waiver with fraudulent signature of our associate account manager Kristin from Strathmore.
National leasing then sent us confirmation that the insurance documents the client provided them were also fraudulently signed. She confirmed with the insurance company
I am not sure if I mentioned initially the lease company also told us they had another fraudulently signed waiver with FCC name on it also
After a joint call with SLAS we agreed to issue a demand for payment registered letter to the client. This was mailed registered letter on Tuesday by Brenda Haase. To our knowledge the client has not yet received nor has anyone communicated this to the client at this time. The letter also does not reference anything about the irregularities.
Now today the client has reached out to another CAM in Stettler alberta Dan Dietz. Client asked for his file to be moved to dan as a friend of his recommended Dan to him and he had no - 3 -
idea who his new cam was going to be. This was also a lie as robin told him BRENDA was taking over and he tried getting BRENDA to sign a waiver. Client asked dan to sign a waiver and Dan asked him to send it to him and he would forward to the correct cam to get it signed. Client never did send this to dan
We have now received another email from national leasing with an RBC waiver signed fraudulently Witt Dan's name on it and Dan has also confirmed he did not sign. I have also sent this to CIS earlier.
I am sorry this may seem messy as I am typing on my phone. We have all he documentation to support these above comments.
All attached to this email please confirm my recollection of events to ensure acuteness of details. Thank you
Please advise of next steps as we want to ensure we are acting as RBC CIS and SLAS recommend. Please forward this email to SLAS for info purpose as well
Thank you
Collin Georget VP Commercial
From: "Dietz, Daniel"
Hi Collin,
I definitely did not sign these waivers.
Danelle with CWB Leasing reached out to me already directly to confirm if I had signed this, which I indicated I had not. The signature isn't even close to what my signature is.
In summary, I received a text from Cam first thing this morning indicating he had gotten my contact info from one of my clients, his account manager had moved on, and he needed someone to sign release of interest forms. Before I had a chance to respond or look him up in the system, he called me. In our conversation he indicated that Robin had moved on and he didn't have the contact info for who was supposed to be his new account manager. He said he had heard about me from my client and was hoping I could help him complete the waivers. I told him he could send me the waivers and I would pass them on to the appropriate person to complete and I gave him my email address. He also said he was hoping I would be his account manager, where I explained we would have to have conversations internally about that.
I never did receive an emailed copy of the waivers and a short while ago Danelle had called me asking if I signed them. - 4 -
Thanks,
Daniel Dietz Account Manager, Commercial Financial Services' RBC Royal Bank 4920 — 51 Street, Stettler, AB TOC 2L0 I T. 403-742-9251 I C. 403-461-1776 I F. 403-742-1355 daniel.dietz rbc.com
Angela Simpson Associate Account Manager I Central Rural Alberta Agriculture & Commercial Markets I RBC Royal Bank T. 403-742-9254 I F. 403-742-1355 anciela.m.simpson rbc.com
Commercial Client Contact Services Team I T. 1-844-374-7005 serviceteamedm1 rbc.com I Hours. Monday to Friday, 8:30 am to 5 pm (MST)
From: Georget, Collin Sent: Wednesday, October 23, 2019 11:51 AM To: Dietz, Daniel
Thanks Robin
Dan can you confirm if you have signed this document? Thank you
Can I ask you to outline the details of your communication with our client in this email and track in SCM so it is saved for future need if required by CIS.
Thank you everyone. I will reach out to CIS prior to reaching out to Cam
Collin
From: "Duckett, Robin"
Hi Collin.. are you able to reach out to Cam? Do we know if CIS is ok with us contacting him? ill reply back to Danelle. thanking her for forwarding the forms and apologize.
Robin Duckett I Account Manager, Agriculture Royal Bank of Canada I Cell (403)793-3757
Kristen Howe I Associate Account Manager I Royal Bank of Canada I T: 403 629 6941
Commercial Client Services Team / RBC Royal Bank 1-844-374-7004 or serviceteamcal1(@,rbc.com
From: Danelle Nyczai [mailto:[email protected]] Sent: 2019, October, 23 11:34 AM -5-
To: Duckett, Robin
Hey Robin,
i just received these via fax... Same printing as before but different "signor" now...
WV* NATIONAL cwg LEASING
Danelle Nyczai Business Coordinator 7 Phone: 204-954-2692 Toll Free Phone: 1-855-954-2692 Toll Free Fax: 1-877-871-1589 www.cwbnationalleasiracom
Connect with us ... Linkedin I YouTube
This email communication is CONFIDENTIAL. If you are not the intended recipient, please notify me at the telephone number shown above or by return email and delete this communication and any copy immediately. Thank you. L'information paraissant dans ce message electronique est CONFIDENTIELLE. Si ce message vous est parvenu par erreur, veuillez immediatement m'en aviser par telephone ou par courriel et en detruire toute copie. Merci. Click here to unsubscribe from promotional material or contact us at customerserviee(a cwbnationalleasing.com, 1525 Buffalo Place, Winnipeg MB,R3T 1L9, Phone 1-888-599-1966. This email communication is CONFIDENTIAL. If you are not the intended recipient, please notify me at the telephone number shown above or by return email and delete this communication and any copy immediately. Thank you. Cliquez si pour ne plus recevoir de materiel promotionnel ou communiquez avec nous a serviceclienteloa mbnationalleasing.onn, 1525 Buffalo Place, Winnipeg MB,R3T 1L9, tel. 1-888-599-1966. L'information paraissant dans ce message electronique est CONFIDENTIELLE. Si ce message vous est parvenu par erreur, veuillez immediatement m'en aviser par telephone ou par courriel et en detruire toute copie. Merci.
If you received this email in error, please advise the sender(by return email or otherwise) immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy ofthis confirmation for future reference. Si vous recevez ce courriel par erreur, veuillez en aviser l'expediteur immediatement, par retour de courriel ou par un autre moyen. Vous avez accepte de recevoir le(s) document(s) ci-joint(s) par voie electronique a l'adresse courriel indiquee ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future. TAB 29111 THIS IS EXHIBIT "29"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this 3 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court sam.gabor @dentons.com 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P OR8
dentons.com
January 27, 2020
DELIVERED VIA REGULAR MAIL DELIVERED VIA REGISTERED MAIL SENT VIA E-MAIL(CROWFOOTLANDXPLORNET.COMI
CROWFOOT LAND & LIVESTOCK CORPORATION P.O. BOX 328 BASSANO ALBERTA TOJ OBO
To Whom it May Concern:
RE: Obligations of Crowfoot Land & Livestock Corporation (the "Debtor")to Royal Bank of Canada (the "Lender") Our File No. 125665-8928
We are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender. Reference is made to the credit facility documentation set out in Schedule "A" to this letter (hereafter, the "Facility Documents").
Advances have been made to the Debtor by the Lender under the Facility Documents. The Debtor is obligated under the Facility Documents to repay the Indebtedness to the Lender on demand upon default.
Further, the Debtor is in default of the Facility Documents. Among other things: 1) for failure to make payments when due and 2) James Cameron Clark, the principal of the Debtor, improperly forging the signature of the Lender.
Demand is hereby made on the Debtor for repayment of its indebtedness. As of January 13, 2020 the indebtedness equals $2,566,656.70, plus interest and fees, plus costs, including legal costs on a solicitor and its own client full indemnity basis (collectively, the "Indebtedness"), set out as follows:
Loan 19993476-001 Balance $334,360.36 Accrued Interest $1,035.60 Total $335,395.96
Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ip- Gallo Barrios Pickmann ► Munoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ► tlX 44203462_2INATDOCS dentons.com January 27, 2020 Page 2
Loan 19993476-014 Balance $25,225.00 Accrued Interest $1,356.76 Total $26,581.76 Loan 19993476-017 Balance $244,159.28 Accrued Interest $3,371.40 Total $247,530.68 Loan 19993476-018 Balance $12,500.00 Accrued Interest $587.37 Total $13,087.37 Loan 19993476-019 Balance $40,452.86 Accrued Interest $523.68 Total $40,976.54 Loan 19993476-020 Balance $67,587.91 Accrued Interest $1,046.68 Total $68,634.59 Loan 19993476-021 Balance $317,610.59 Accrued Interest $4,996.50 Total $322,607.09 Loan 19993476-022 Balance $20,000.00 Accrued Interest $1,065.21 Total $21,065.21 Loan 19993476-023 Balance $23,918.08 Accrued Interest $982.48 Total $24,900.56
44203462_21NATDOCS P
Afiti:DENTONS dentons.com 7-1 January 27. 2020 Page 3
Loan 19993476-025 Balance $350,000.00 Accrued Interest $5,957.67 Total $355,957.67 Loan 19993476-027 Balance $112,000.00 Accrued Interest $1,939.90 Total $113,939.90 Loan 37677243-001 Balance $42,954.74 Accrued Interest $616.60 Total $43,571.34 Loan 55181044-001 Balance $2,053.10 Accrued Interest $20.20 Total $2,073.30 Loan 32687528-001 Balance $206,170.55 Accrued Interest $7,011.23 Total $213,181.78 Loan 32687528-001 Balance $530,785.81 Accrued Interest $2,494.13 Total $533,279.94 Loan 201000036075 Balance $176,247.54 _J Accrued Interest $0.00 Total $176,247.94 Visa 4516XXXXXXXX3738 Balance $25,000.00 Accrued Interest $2,625.47 Per Diem $13.69 Total $2,625.47
The Indebtedness will continue to accrue interest at the rates agreed and to accrue costs and fees, all of
44203462_2lNATDOCS dentons.com January 27, 2020 Page 4
which the Debtor is responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address:
Royal Bank of Canada do Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR8 Attention: Sam Gabor
Full payment of the Indebtedness must be made by close of business on February 25, 2020. If full payment is not received, the Lender will take whatever steps it deems appropriate to seek repayment of such amounts.
The Lender reserves its rights to proceed against the Debtor: (a) prior to the time stipulated above in the event that it determines that its position is further jeopardized; and (b) any time, or from time to time, after any dates stipulated above have passed, and in any case without the necessity of serving a new demand for payment.
Enclosed with this letter for service upon the Debtor is:
a) a Notice of Intention to Enforce Security ("NOI") in accordance with section 244 of the Bankruptcy and Insolvency Act (Canada). If you are prepared to waive the ten day notice period, please provide your consent to early enforcement of the Lender's security by executing the consent and waiver attached to the N01;
b) a Notice of Intent by Secured Creditor in accordance with section 21 of the Farm Debt Mediation Act (Canada).
Yours tru Dento
Sam Gabor
SG
Enclosures
44203462_21NATDOCS _ .)5I.DENTONS dentons.com January 27, 2020 Page 5
SCHEDULE "A" FACILITY DOCUMENTS
The Lender intends to rely upon all of its agreements and security provided by the Debtor and related parties including, but not limited to, the following:
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land and Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land and Livestock Corporation securing the lands legally described as:
MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES(160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as: FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR
44203462_2lNATDOCS dentons.com January 27, 2020 Page 6
LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010;
Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark; all as have been or may be amended from time to time.
44203462_2INATDOCS FORM 86
Notice of Intention to Enforce a Security (Rule 124)
To: Crowfoot Land & Livestock Corporation, an insolvent person
Take notice that:
1. Royal Bank of Canada (the "Secured Party"), a secured creditor, intends to enforce its security on the insolvent person's property described below:
a) All present and after-acquired personal property of the insolvent person; b) All proceeds of the foregoing collateral; c) The lands owned by the insolvent person legally described as: i. MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS d) 2014 John Deere 635D Centred D S/N 1H00635DKER765429; e) 2016 RAM 3500 LARAMIE CREW CAB S/N 3C63R3EL2GG165908; f) 2019 MACDON FD135 Stock Number S/N 35049219; g) Challenger LB34 Bailer S/N HU74762; h) Fella TS8055 Rake S/N ACW00178; i) 2015 Ram 1500 S/N 1C6RR7NM3FS541033; j) 2016 Chevrolet Silverado 3500 S/N 1GC4K0C86GF290779; k) 2017 Bourgault 6450 Cart, 3320-50 PHD Drill S/N 42831AS-02 & 42737PH-03; )I 2018 John Deere T670 LL Combin S/N 1ZOT670AVJR111405; m) 2018 John Deere 615P Belt Pick S/N 1H00615PCJ0800938; n) Fendt 724 Prof. Plus with GPS S/N 74322P00E-06393; and o) Fendt 785 Loader S/N AG3F785D0HU059027.
2. The security that is to be enforced is the following:
a) General Security Agreement, dated September 20, 2010; b) Notice of Intention, dated September 14, 2010; c) Assignment Under Section 427 of Bank Act, dated October 1, 2010; d) Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010; e) Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010; f) Mortgage, dated April 18, 2016; g) Security Agreement (Chattel Mortgage), dated March 22, 2018; h) Security Agreement(Chattel Mortgage), dated September 17, 2018; )i Master Lease Agreement, dated October 12, 2017; and j) Leasing Schedule dated, October 12, 2017;
(collectively, the "Security").
44193650_1INATDOCS -2-
3. The total amount of indebtedness secured by the Security as of January 13, 2020 is $2,566,656.70, plus all further accruing interest and all costs, including legal costs on a solicitor and own client, full indemnity basis.
4. The secured creditor will not have the right to enforce the Security until after the expiry of the 10 day period after this notice is sent unless the insolvent person consents to an earlier enforcement.
Dated at Calgary, Alberta, this 27th day of January, 2020.
Dentons Canada LLP, Solicitors for Royal Bank of Canada Per: Sam Gabor
44193650_1INAIDOCS CONSENT AND WAIVER
WE THE UNDERSIGNED hereby:
1. Acknowledge receipt of the Notice herein;
2. Waive the 10 days of notice required under section 244 of the Bankruptcy and Insolvency Act (Canada); and
3. Consent to the immediate enforcement by the Secured Party of the Security referred to herein.
DATED this day of January, 2020.
CROWFOOT LAND & LIVESTOCK CORPORATION
Per: Name: Position:
1
1
_J
44193650_11NATDOCS Agriculture and Agriculture et PROTECTED B 1+1 Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name CROWFOOT LAND & LIVESTOCK CORPORATION
Farmer's address Unit/Suite/AptStreet Number suffix Street name Street type number
Street PO Box or Route Number Municipality (City,Town, etc.) Province Postal code !direction 1 AB
The security being (type(s) of security) On asset(s)) a) All present and after acquired personal property and all proceeds therefrom. 1. Notice of Intention, dated September 14, 2010; b) 2014 John Deere 635D Centred D S/N 1H00635DKER765429. 1 General Security Agreement, dated c) 2016 RAM 3500 LARAMIE CREW CAB S/N 3C63R3EL2GG165908. September 20, 2010; d) 2019 MACDON FD135 Stock Number S/N 35049219. 3. Assignment Under Section 427 of Bank Act, dated October 1, 2010; e) Fella TS8055 Rake S/N ACW00178.
Promise to Give Security Under Section f) 2015 Ram 1500 S/N 1C6RR7NM3FS541033. 427 of the Bank Act and Warehouse g) 2016 Chevrolet Silverado 3500 S/N 1GC4K0C86GF290779. Receipts and or Bill of Lading, dated October 1, 2010; h) 2017 Bourgault 6450 Cart, 3320-50 PHD Drill S/N 42831AS-02 & 42737PH- 03. 5. Agreement as to Loans and Advances and Security Under Section 427 of the )i 2018 John Deere T670 LL Combin S/N 1ZOT670AVJR111405. Bank Act, dated October 1, 2010; j) 2018 John Deere 615P Belt Pick S/N 1H00615PCJ0800938. . Mortgage, dated April 18, 2016; k) Fendt 724 Prof. Plus with GPS S/N 74322P00E-06393. . Leasing Schedule dated, October 12, 2017; )I Fendt 785 Loader S/N AG3F785D0HU059027.
8. Master Lease Agreement, dated October m) Lands legally described as: 12, 2017;
. Security Agreement (Chattel Mortgage), dated March 22, 2018;
10. Security Agreement(Chattel Mortgage), dated September 17, 2018. i. MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS
Dated this 27th day of January, 2020 at Calgary, Alberta
Royal B Derifolis Canada LLP
403-268-3048
Sam Gabor Creditor's phone number and ext. You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: - unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: Farm Debt Mediation Service 1-866-452-5556
The Information you provide on this document Is collected by Agriculture and Agri-Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial arrangements between farmers and their creditors. Personal Information will be protected under the provisions of the Privacy Act and will be stored in Personal Information Bank AAFC-PPU-227.Information may be accessible or protected as required under the provisions of the Access to Information Act.
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C AiiADA POSTES P OST "CANADA
Tracking number RN423890805CA
Delivered Shipping service: Registered Mail Delivery standard: Jan. 30
Delivery progress
Date Time Location Progress Post office
Jan. 30 9:17 am BASSANO, AB Delivered
Jan. 30 9:17 am Signature available
Notice card left indicating Jan. 28 9:07 am BASSANO, AB where and when to pick up item
Jan. 27 6:58 pm CALGARY, AB Item processed
Jan. 27 3:17 pm CALGARY, AB Item accepted at the Post Office
Features and options Signature Required
© 2019 Canada Post Corporation
,31,-.111- nle 1 11 POSTES
C ANADA
Date: 2020/02/04
Dear Sir or Madam
Please find below the scanned delivery date and signature of the recipient of the item identified below:
Item Number RN423890805CA
Product Name Registered Mail 1
Reference Number 1 Not Applicable
Reference Number 2 Not Applicable
71 Delivery Date(yyyy/mm/dd) 2020-01-30
Signatory Name CROWFOOT LAND-CAM
Signature
J
Yours sincerely,
Customer Relationship Network 1-888-550-6333.
(From outside Canada 1 416 979-3033)
This copy confirms to the delivery date and signature of the individual who accepted and signed for the item in question. This information has been extracted from the Canadapost data warehouse P
isirir Agriculture and Agriculture et PROTECTED B Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name CROWFOOT LAND & LIVESTOCK CORPORATION
Farmers address Unit/Suite/AptiStreet Number suffix Street name Street type number
Street PO Box or Route Number Municipality (City,Town, etc.) Province Postal code direction AB
The security being (type(s) of security) On asset(s)) a) All present and after acquired personal property and all proceeds therefrom. 1. Notice of Intention, dated September 14, 2010; b) 2014 John Deere 635D Centred D S/N 1H00635DKER765429.
. General Security Agreement, dated c) 2016 RAM 3500 LARAMIE CREW CAB S/N 3C63R3EL2GG165908. September 20, 2010; d) 2019 MACDON FD135 Stock Number S/N 35049219. 3. Assignment Under Section 427 of Bank Act, dated October 1, 2010; e) Fella TS8055 Rake S/N ACW00178.
Promise to Give Security Under Section f) 2015 Ram 1500 S/N 1C6RR7NM3FS541033. 427 of the Bank Act and Warehouse g) 2016 Chevrolet Silverado 3500 S/N 1GC4K0C86GF290779. Receipts and or Bill of Lading, dated October 1, 2010; h) 2017 Bourgault 6450 Cart, 3320-50 PHD Drill S/N 42831AS-02 & 42737PH- 03. 5. Agreement as to Loans and Advances and Security Under Section 427 of the )i 2018 John Deere T670 LL Combin S/N 1ZOT670AVJR111405. Bank Act, dated October 1, 2010; j) 2018 John Deere 615P Belt Pick S/N 1H00615PCJ0800938. • . Mortgage, dated April 18, 2016; kj Fendt 724 Prof. Plus with GPS S/N 74322P00E-06393. Leasing Schedule dated, October 12, 2017; )I Fendt 785 Loader S/N AG3F785D0HU059027.
8. Master Lease Agreement, dated October m) Lands legally described as: 12, 2017;
9. Security Agreement (Chattel Mortgage), dated March 22, 2018;
_J 10. Security Agreement(Chattel Mortgage), dated September 17, 2018. i MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS
Dated this 27th day of January, 2020 at Calgary, Alberta
Royal elicitors Deritiens Canada LLP
403-268-3048
Sam Gabor Creditors phone number and ext. You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: - unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or - the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient,to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: Farm Debt Mediation Service 1-866-452-5556
The Information you provide on this document Is collected by Agriculture and Agri-Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial arrangements between farmers and their creditors. Personal Information will be protected under the provisions of the Privacy Act and will be stored in Personal Information 1 Bank AAFC-PPU-227. Information may be accessible or protected as required under the provisions of the Access to Information Act. Copy: 1 Farmer 2 Administrator 3 Creditor AAFC / AAC4805-E(2011/02) Canada 1 A.A.DENTONS Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court [email protected] 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P OR8
dentons.com
January 27, 2020
DELIVERED VIA REGULAR MAIL, REGISTERED MAIL AND EMAIL SENT VIA E-MAIL[CROWFOOTLANDOXPLORNET.COM
James Cameron Clark P.O. BOX 328 BASSANO ALBERTA TOJ OBO
RE: Guarantee of Obligations of Crowfoot Land & Livestock Corporation (the "Debtor")to Royal Bank of Canada (the "Lender") by James Cameron Clark (the "Guarantor") Our File No. 125665-8928
We are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender. Reference is made to the credit facility documentation set out in Schedule "A" to this letter (hereafter, the "Facility Documents").
Advances have been made to the Debtor by the Lender under the Facility Documents. As of January 13, 2020 the Debtor is indebted to the Lender in the amount of: $2,566,656.70 (the "Indebtedness").
Demand has been made by the Lender upon the Debtor for repayment of the Indebtedness. A copy of that demand is enclosed for your reference.
References is made to the guarantees that the Guarantor granted to RBC in connection with the Facility Documents:
• Continuing Guarantee (including Postponement of Claim) dated September 27, 2010 from the Guarantor and Robin Elaine Clark, jointly and severally, limited to $535,000.00, plus interest at RBC's prime rate plus 7%, plus costs, as set out in the guarantee (the "First Guarantee"); and
• Continuing Guarantee (including Postponement of Claim) dated May 4, 2018 from the Guarantor limited to $735,000.00, plus interest at RBC's prime rate plus 5%, plus costs, as set out in the guarantee (the "Second Guarantee", together with the First Guarantee, the "Guarantees").
The Guarantees are payable upon demand. Pursuant to the Guarantees, demand is hereby made upon the Guarantor for payment in the amount of $1,270.000.00, plus interest and costs as are provided for under the Guarantees.
Please note that your obligations under the Guarantees will continue to accrue interest at the rates agreed and to accrue costs, all of which you will be responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address:
Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Munoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ► bfi 44204364_21NATDOCS dentons.com January 27, 2020 Page 2
Royal Bank of Canada c/o Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR Attention: Sam Gabor
Full payment of the Indebtedness must be made by close of business on February 25, 2020. If full payment is not received, the Lender will take whatever steps it deems appropriate to seek repayment of such amounts.
The Lender reserves its rights to proceed against the Guarantor: (a) prior to the time stipulated above in the event that it determines that its position is further jeopardized; and (b) any time, or from time to time, after any dates stipulated above have passed, and in any case without the necessity of serving a new demand for payment.
Enclosed with this letter for service upon the Guarantor is a Notice of Intent by Secured Creditor in accordance with section 21 of the Farm Debt Mediation Act (Canada).
Yours truly, Dentons Cana LP
Senior Associate and Trademark Agent
SG
c.c. Client, via email
44204364_2lNATDOCS ichtDENTONS dentons.com January 27, 2020 Page 3
SCHEDULE "A" FACILITY DOCUMENTS
The Lender intends to rely upon all of its agreements and security provided by the Debtor and related parties including, but not limited to, the following:
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
J Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land and Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land and Livestock Corporation securing the lands legally described as:
MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES(160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as: FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR
44204364_2INATDOCS isJtDENTONS dentons.com January 27, 2020 Page 4
LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES(6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010; 7 Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
1 Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark;
all as have been or may be amended from time to time.
44204364_2INATDOCS Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court sam.gabor @dentons.com 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P OR8
dentons.com
January 27, 2020
DELIVERED VIA REGULAR MAIL DELIVERED VIA REGISTERED MAIL SENT VIA E-MAIL(CROWFOOTLANDOXPLORNET.COMI
CROWFOOT LAND & LIVESTOCK CORPORATION P.O. BOX 328 BASSANO ALBERTA TOJ OBO
To Whom it May Concern:
RE: Obligations of Crowfoot Land & Livestock Corporation (the "Debtor")to Royal Bank of Canada (the "Lender") Our File No. 125665-8928
We are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender. Reference is made to the credit facility documentation set out in Schedule "A" to this letter (hereafter, the "Facility Documents").
Advances have been made to the Debtor by the Lender under the Facility Documents. The Debtor is obligated under the Facility Documents to repay the Indebtedness to the Lender on demand upon default.
Further, the Debtor is in default of the Facility Documents. Among other things: 1) for failure to make payments when due and 2) James Cameron Clark, the principal of the Debtor, improperly forging the signature of the Lender.
Demand is hereby made on the Debtor for repayment of its indebtedness. As of January 13, 2020 the indebtedness equals $2,566,656.70, plus interest and fees, plus costs, including legal costs on a solicitor and its own client full indemnity basis (collectively, the "Indebtedness"), set out as follows:
Loan 19993476-001 Balance $334,360.36 Accrued Interest $1,035.60 Total $335,395.96
Hamilton Harrison & Mathews v. Mardemootoo Balgobin ► HPRP ► Zain & Co. ir• Delany Law ► Dinner Martin r• Maclay Murray & Spens ► Gallo Barrios Pickmann ► Munoz r. Cardenas & Cardenas II- Lopez Velarde ► Rodyk ► Boekel ► OPF Partners I.- titt 44203462_2INATDOCS AADENTONS dentons.com January 27, 2020 Page 2
Loan 19993476-014 Balance $25,225.00 Accrued Interest $1,356.76 Total $26,581.76 Loan 19993476-017 Balance $244,159.28 Accrued Interest $3,371.40 Total $247,530.68 Loan 19993476-018 Balance $12,500.00 Accrued Interest $587.37 Total $13,087.37 Loan 19993476-019 Balance $40,452.86 Accrued Interest $523.68 Total $40,976.54 Loan 19993476-020 Balance $67,587.91 Accrued Interest $1,046.68 Total $68,634.59 Loan 19993476-021 Balance $317,610.59 Accrued Interest $4,996.50 Total $322,607.09 Loan 19993476-022 Balance $20,000.00 Accrued Interest $1,065.21 Total $21,065.21 Loan 19993476-023 Balance $23,918.08 Accrued Interest $982.48 Total $24,900.56
44203462_2INATDOCS dentons.com January 27. 2020 Page 3
Loan 19993476-025 Balance $350,000.00 Accrued Interest $5,957.67 Total $355,957.67 Loan 19993476-027 Balance $112,000.00 Accrued Interest $1,939.90 Total $113,939.90 Loan 37677243-001 Balance $42,954.74 Accrued Interest $616.60 Total $43,571.34 Loan 55181044-001 Balance $2,053.10 Accrued Interest $20.20 Total $2.073.30 Loan 32687528-001 Balance $206,170.55 Accrued Interest $7,011.23 Total $213,181.78 Loan 32687528-001 Balance $530,785.81 Accrued Interest $2,494.13 Total $533,279.94 Loan 201000036075 Balance $176,247.54 Accrued Interest $0.00 Total $176,247.94 Visa 4516XXXXXXXX3738 Balance $25,000.00 Accrued Interest $2,625.47 Per Diem $13.69 Total $2,625.47
The Indebtedness will continue to accrue interest at the rates agreed and to accrue costs and fees, all of
44203462_2lNATDOCS dentons.com January 27, 2020 Page 4
which the Debtor is responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address:
Royal Bank of Canada c/o Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR8 Attention: Sam Gabor
Full payment of the Indebtedness must be made by close of business on February 25, 2020. If full payment is not received, the Lender will take whatever steps it deems appropriate to seek repayment of such amounts.
The Lender reserves its rights to proceed against the Debtor: (a) prior to the time stipulated above in the event that it determines that its position is further jeopardized; and (b) any time, or from time to time, after any dates stipulated above have passed, and in any case without the necessity of serving a new demand for payment.
Enclosed with this letter for service upon the Debtor is:
a) a Notice of Intention to Enforce Security ("NOI") in accordance with section 244 of the Bankruptcy and Insolvency Act (Canada). If you are prepared to waive the ten day notice period, please provide your consent to early enforcement of the Lender's security by executing the consent and waiver attached to the N01;
b) a Notice of Intent by Secured Creditor in accordance with section 21 of the Farm Debt Mediation Act (Canada).
Yours tru Dento
Sam Gabor
SG
Enclosures
44203462_21NATDOCS _,k.i5tDENTONS dentons.com January 27, 2020 Page 5
SCHEDULE "A" FACILITY DOCUMENTS
The Lender intends to rely upon all of its agreements and security provided by the Debtor and related parties including, but not limited to, the following:
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land and Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land and Livestock Corporation securing the lands legally described as:
MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64,7 HECTARES(160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as: FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR
44203462_2INATDOCS dentons.com January 27, 2020 Page 6
LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010;
Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark; 1 all as have been or may be amended from time to time.
44203462 2INATDOCS Agriculture and Agriculture et PROTECTED B +• Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name James Cameron Clark
Farmer's address unitisuitemptStreet Number suffix Street name Street type numbe r
Street PO Box or Route Number Municipality (City,Town, Province Postal code direction etc.) TOJ OBO AB Bassano The security being (type(s) of security) On asset(s)) a) ALL PRESENT AND AFTER-ACQUIRED INTANGIBLES(INCLUDING 1. Postponement and Assignment of Claim, ACCOUNTS), INSTRUMENTS, CHATTEL PAPER, SECURITIES AND dated September 20, 2010; MONEY(AS EACH OF THOSE TERMS ARE DEFINED IN THE PPSA) REPRESENTING AMOUNTS OWED OR OWING TO THE DEBTOR (OR h. Guarantee with Postponement of Claim, IF THERE IS MORE THAN ONE DEBTOR, REPRESENTING AMOUNTS dated September 27, 2010; OWED OR OWING TO ANY ONE OR MORE OF THE DEBTORS)FROM CROWFOOT LAND & LIVESTOCK CORPORATION PROCEEDS: A SECURITY INTEREST IS CLAIMED IN ALL PRESENT AND AFTER- 3. Mortgage, dated May 4, 2018; ACQUIRED GOODS(INCLUDING TRADE-INS), CHATTEL PAPER, SECURITIES, DOCUMENTS OF TITLE, INSTRUMENTS, MONEY AND Guarantee with Postponement of Claim, INTANGIBLES OF EVERY ITEM OR KIND THAT MAY BE DERIVED dated May 4, 2018. FROM THE SALE OR OTHER DISPOSITION OF THE COLLATERAL DESCRIBED ABOVE, ALL INSURANCE PROCEEDS AND ANY PROCEEDS OF ANY OF THE FOREGOING.
b) Lands legally described as: i. FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES(160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
1 Dated this 27th day of January, 2020 at Calgary, Alberta
Royal B f an tons Canada LLP
403-268-3048
Sam Gabor Creditor's phone number and ext.
_J You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: - unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: Farm Debt Mediation Service 1-866-452-5556
The information you provide on this document is collected by Agriculture and Agri-Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial arrangements between farmers and their creditors. Personal information will be protected under the provisions of the Privacy Act and will be stored in Personal Information Bank AAFC-PPU-227. Information may be accessible or protected as required under the provisions of the Access to Information Act.
Copy: 1 Farmer 2 Administrator 3 Creditor AAFC 1 AAC4805-E(2011102) Canada P‘Cn
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Tracking number
RN423890725CA
Delivered Shipping service: Registered Mail Delivery standard: Jan. 30
Delivery progress
Date Time Location Progress Post office
Jan. 30 9:17 am BASSANO, AB Delivered
Jan. 30 9:17 am Signature available
Notice card left indicating where and when Jan. 28 9:06 am BASSANO, AB to pick up item
Jan. 27 6:58 pm CALGARY, AB Item processed
Jan. 27 3:17 pm CALGARY, AB Item accepted at the Post Office
Features and options Signature Required
© 2019 Canada Post Corporation
obeli it•hInnle 1/1 CANADA POSIES C ANADA
Date: 2020/02/04
Dear Sir or Madam Please find below the scanned delivery date and signature of the recipient of the item identified below:
Item Number RN423890725CA
Product Name Registered Mail
Reference Number 1 Not Applicable 1 J Reference Number 2 Not Applicable
Delivery Date(yyyy/mm/dd) 2020-01-30
Signatory Name CROWFOOT LAND-CAM
Signature
Yours sincerely,
Customer Relationship Network 1-888-550-6333.
(From outside Canada 1 416 979-3033)
This copy confirms to the delivery date and signature of the individual who accepted and signed for the item in question. This information has been extracted from the Canadapost data warehouse +m Agriculture and Agriculture et PROTECTED B 1 • Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name James Cameron Clark
Farmer's address tlnit/Suite/AptStreet Number suffix Street name Street type numbe r
Street PO Box or Route Number Municipality (City,Town, Province Postal code direction etc.) TOJ OBO AB Bassano The security being (type(s) of security) On asset(s)) a) ALL PRESENT AND AFTER-ACQUIRED INTANGIBLES(INCLUDING 1. Postponement and Assignment of Claim, ACCOUNTS), INSTRUMENTS, CHATTEL PAPER, SECURITIES AND dated September 20, 2010; MONEY(AS EACH OF THOSE TERMS ARE DEFINED IN THE PPSA) REPRESENTING AMOUNTS OWED OR OWING TO THE DEBTOR (OR 2. Guarantee with Postponement of Claim, IF THERE IS MORE THAN ONE DEBTOR, REPRESENTING AMOUNTS OWED OR OWING TO ANY ONE OR MORE OF THE DEBTORS)FROM dated September 27, 2010; CROWFOOT LAND & LIVESTOCK CORPORATION PROCEEDS: A SECURITY INTEREST IS CLAIMED IN ALL PRESENT AND AFTER- Mortgage, dated May 4, 2018; ACQUIRED GOODS (INCLUDING TRADE-INS), CHATTEL PAPER, SECURITIES, DOCUMENTS OF TITLE, INSTRUMENTS, MONEY AND . Guarantee with Postponement of Claim, INTANGIBLES OF EVERY ITEM OR KIND THAT MAY BE DERIVED dated May 4, 2018. FROM THE SALE OR OTHER DISPOSITION OF THE COLLATERAL DESCRIBED ABOVE, ALL INSURANCE PROCEEDS AND ANY PROCEEDS OF ANY OF THE FOREGOING.
b) Lands legally described as:
j i. FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES(160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Dated this 27th day of January, 2020 at Calgary, Alberta
Royal B f an tans Canada LLP
403-268-3048
Sam Gabor Creditors phone number and ext. You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: 1 Farm Debt Mediation Service 1-866-452-5556
The Information you provide on this document is collected by Agriculture and Agri-Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial arrangements between farmers and their creditors. Personal information will be protected under the provisions of the Privacy Act and will be stored in Personal Information 1 Bank AAFC-PPU-227.information may be accessible or protected as required under the provisions of the Access to Information Act. 1+1 Copy: 1 Farmer 2 Administrator 3 Creditor AAFC AAC4805-E(2011/02) Canada isiti.DENTONS Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court sam.gabor©dentons.COM 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P OR8
dentons.com
January 27, 2020
DELIVERED VIA REGULAR MAIL, REGISTERED MAIL AND EMAIL SENT VIA E-MAIL[CROWFOOTLANDaXPLORNET.COM
Robin Elaine Clark P.O. BOX 328 BASSANO ALBERTA TOJ OBO
RE: Guarantee of Obligations of Crowfoot Land & Livestock Corporation (the "Debtor")to Royal Bank of Canada (the "Lender") by Robin Elaine Clark (the "Guarantor") Our File No. 125665-8928
We are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender. Reference is made to the credit facility documentation set out in Schedule "A" to this letter (hereafter, the "Facility Documents").
Advances have been made to the Debtor by the Lender under the Facility Documents. As of January 13, 2020 the Debtor is indebted to the Lender in the amount of $2,566,656.70 (the "Indebtedness").
Demand has been made by the Lender upon the Debtor for repayment of the indebtedness. A copy of that demand is enclosed for your reference.
Reference is made to the Continuing Guarantee (including Postponement of Claim) dated September 27, 2010 from the Guarantor and James Cameron Clark, jointly and severally, limited to $535,000.00, plus interest at RBC's prime rate plus 7%, plus costs, as set out in the guarantee (the " Guarantee") granted to RBC in connection with the Facility Documents.
The Guarantee is payable upon demand. Pursuant to the Guarantee, demand is hereby made upon the Guarantor for payment in the amount of $535,000, plus interest and costs as is provided for under the Guarantee.
Please note that your obligations under the Guarantee will continue to accrue interest at the rates agreed and to accrue costs, all of which you will be responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address:
Royal Bank of Canada c/o Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR Attention: Sam Gabor
Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Munoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ► )tt 44209796_2INATDOCS dentons.com January 27, 2020 Page 2
Full payment of the Indebtedness must be made by close of business on February 25, 2020. If full payment is not received, the Lender will take whatever steps it deems appropriate to seek repayment of such amounts.
The Lender reserves its rights to proceed against the Guarantor: (a) prior to the time stipulated above in the event that it determines that its position is further jeopardized; and (b) any time, or from time to time, after any dates stipulated above have passed, and in any case without the necessity of serving a new demand for payment.
Enclosed with this letter for service upon the Guarantor is a Notice of Intent by Secured Creditor in accordance with section 21 of the Farm Debt Mediation Act (Canada).
Yours truly, Dentons
S m abor Senior Associate and Trademark Agent
SG c.c. Client, via email
44209796_2INATDOCS ADENTONS dentons.com January 27, 2020 Page 3
SCHEDULE "A" FACILITY DOCUMENTS
The Lender intends to rely upon all of its agreements and security provided by the Debtor and related parties including, but not limited to, the following:
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land and Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land and Livestock Corporation securing the lands legally described as:
MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES(160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as: FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR
44209796_2INATDOCS dentons.com January 27, 2020 Page 4
LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010;
Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark; all as have been or may be amended from time to time.
44209796_2lNATDOCS ici&DENTONS Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court sam.gabor @dentons.com 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P ORS
dentons.com
January 27, 2020
DELIVERED VIA REGULAR MAIL DELIVERED VIA REGISTERED MAIL SENT VIA E-MAIL rCROWFOOTLANDaXPLORNET.COMi
CROWFOOT LAND & LIVESTOCK CORPORATION P.O. BOX 328 BASSANO ALBERTA TOJ OBO
To Whom it May Concern:
RE: Obligations of Crowfoot Land & Livestock Corporation (the "Debtor")to Royal Bank of Canada (the "Lender") Our File No. 125665-8928
We are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender. Reference is made to the credit facility documentation set out in Schedule "A" to this letter (hereafter, the "Facility Documents").
Advances have been made to the Debtor by the Lender under the Facility Documents. The Debtor is obligated under the Facility Documents to repay the Indebtedness to the Lender on demand upon default.
1 Further, the Debtor is in default of the Facility Documents. Among other things: 1) for failure to make payments when due and 2) James Cameron Clark, the principal of the Debtor, improperly forging the signature of the Lender.
Demand is hereby made on the Debtor for repayment of its indebtedness. As of January 13, 2020 the indebtedness equals $2,566,656.70, plus interest and fees, plus costs, including legal costs on a solicitor and its own client full indemnity basis (collectively, the "Indebtedness"), set out as follows:
Loan 19993476-001 Balance $334,360.36 Accrued Interest $1,035.60 Total $335,395.96
Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. p. Delany Law b- Dinner Martin r. Maclay Murray & Spens to- Gallo Barrios Pickmann 11. Munoz 1. Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ► titt 44203462_21NATDOCS dentons.com January 27, 2020 Page 2
Loan 19993476-014 Balance $25,225.00 Accrued Interest $1,356.76 Total $26,581.76 Loan 19993476-017 Balance $244,159.28 Accrued Interest $3,371.40 Total $247,530.68 Loan 19993476-018 Balance $12,500.00 Accrued Interest $587.37 Total $13,087.37 Loan 19993476-019 Balance $40,452.86 Accrued Interest $523.68 Total $40,976.54 1 Loan 19993476-020 Balance $67,587.91 Accrued Interest $1,046.68 Total $68,634.59 Loan 19993476-021 Balance $317,610.59 Accrued Interest $4,996.50 Total $322,607.09 Loan 19993476-022 Balance $20,000.00 Accrued Interest $1,065.21 Total $21,065.21 Loan 19993476-023 -I Balance $23,918.08 Accrued Interest $982.48 Total $24,900.56
44203462_2lNATDOCS is.ADENTONS dentons.com January 27, 2020 Page 3
Loan 19993476-025 Balance $350,000.00 Accrued Interest $5,957.67 Total $355,957.67 Loan 19993476-027 Balance $112,000.00 Accrued Interest $1,939.90 Total $113,939.90 Loan 37677243-001 Balance $42,954.74 Accrued Interest $616.60 Total $43,571.34 Loan 55181044-001 Balance $2,053.10 Accrued Interest $20.20 Total $2,073.30 Loan 32687528-001 Balance $206,170.55 Accrued Interest $7,011.23 Total $213,181.78 Loan 32687528-001 Balance $530,785.81 Accrued Interest $2,494.13 Total $533,279.94 Loan 201000036075 Balance $176,247.54 Accrued Interest $0.00 Total $176,247.94 Visa 4516XXXXXXXX3738 Balance $25,000.00 Accrued Interest $2,625.47 Per Diem $13.69 Total $2,625.47
The Indebtedness will continue to accrue interest at the rates agreed and to accrue costs and fees, all of
44203462_2INATDOCS dentons.com January 27, 2020 Page 4
which the Debtor is responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address:
Royal Bank of Canada do Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR8 Attention: Sam Gabor
Full payment of the Indebtedness must be made by close of business on February 25, 2020. If full payment is not received, the Lender will take whatever steps it deems appropriate to seek repayment of such amounts.
The Lender reserves its rights to proceed against the Debtor: (a) prior to the time stipulated above in the event that it determines that its position is further jeopardized; and (b) any time, or from time to time, after any dates stipulated above have passed, and in any case without the necessity of serving a new demand for payment.
Enclosed with this letter for service upon the Debtor is:
a) a Notice of Intention to Enforce Security ("ts/01") in accordance with section 244 of the Bankruptcy and Insolvency Act (Canada). If you are prepared to waive the ten day notice period, please provide your consent to early enforcement of the Lender's security by executing the consent and waiver attached to the N01;
b) a Notice of Intent by Secured Creditor in accordance with section 21 of the Farm Debt Mediation Act (Canada).
Yours trul Dento
Sam Gabor
SG
Enclosures
44203462_2INATDOCS dentons.com January 27, 2020 Page 5
SCHEDULE "A" FACILITY DOCUMENTS
The Lender intends to rely upon all of its agreements and security provided by the Debtor and related parties including, but not limited to, the following:
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land and Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land and Livestock Corporation securing the lands legally described as:
MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64,7 HECTARES(160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as: FIRST MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR
44203462_21NATDOCS dentons.com January 27, 2020 Page 6
LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
Chattel Mortgage provided by Crowfoot Land and Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010;
Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark; all as have been or may be amended from time to time.
44203462_21NATDOCS Agriculture and Agriculture et PROTECTED Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name Robin Elaine Clark
Farmer's address Unit/Suite/AptStreet Number suffix Street name Street type numbe r
Street PO Box or Route Number Municipality (City,Town, Province Postal code direction etc.) TOJ OBO AB Bassano The security being (type(s) of security) On asset(s)) a) ALL PRESENT AND AFTER-ACQUIRED INTANGIBLES(INCLUDING 1. Postponement and Assignment of Claim, ACCOUNTS), INSTRUMENTS, CHATTEL PAPER, SECURITIES AND dated September 20, 2010; MONEY(AS EACH OF THOSE TERMS ARE DEFINED IN THE PPSA) REPRESENTING AMOUNTS OWED OR OWING TO THE DEBTOR (OR Guarantee with Postponement of Claim, IF THERE IS MORE THAN ONE DEBTOR, REPRESENTING AMOUNTS OWED OR OWING TO dated September 27, 2010. ANY ONE OR MORE OF THE DEBTORS) FROM CROWFOOT LAND & LIVESTOCK CORPORATION PROCEEDS: A SECURITY INTEREST IS CLAIMED IN ALL PRESENT AND AFTER- ACQUIRED GOODS(INCLUDING TRADE-INS), CHATTEL PAPER, SECURITIES, DOCUMENTS OF TITLE, INSTRUMENTS, MONEY AND INTANGIBLES OF EVERY ITEM OR KIND THAT MAY BE DERIVED FROM THE SALE OR OTHER DISPOSITION OF THE COLLATERAL DESCRIBED ABOVE, ALL INSURANCE PROCEEDS AND ANY PROCEEDS OF ANY OF THE FOREGOING.
b) 2016 Chevrolet Silverado 3500 S/N 1GC4K0C86GF290779. Dated this 27th day of January, 2020 at Calgary, Alberta
Royal Bank of Canada ts soljoitprs Dentons Canada LLP
403-268-3048
Samaabor Creditor's phone number and ext. You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: Farm Debt Mediation Service 1-866-452-5556
The information you provide on this document is collected by Agriculture and Agri-Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial —1 arrangements between farmers and their creditors. Personal information will be protected under the provisions of the Privacy Act and will be stored in Personal Information Bank AAFC-PPU-227. Information may be accessible or protected as required under the provisions of the Access to Information Act.
Copy: 1 Farmer 2 Administrator 3 Creditor AAFC / AAC4805-E(2011/02) CanadIi1 27/20
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r 2/4/2020, Tracking number RN423890734CA (print view)
Tracking number
RN423890734CA
Delivered Shipping service: Registered Mail Delivery standard: Jan. 30
Delivery progress
Date Time Location Progress Post office
Jan. 30 9:17 am BASSANO, AB Delivered
Jan. 30 9:17 am Signature available
Notice card left indicating where Jan. 28 9:06 am BASSANO, AB and when to pick up item
Jan. 27 6:58 pm CALGARY, AB Item processed
Jan. 27 3:17 pm CALGARY, AB Item accepted at the Post Office
Features and options Signature Required
© 2019 Canada Post Corporation
a he-it it•hlank ill POSTES C ANADA
Date: 2020/02/04
Dear Sir or Madam
Please find below the scanned delivery date and signature of the recipient of the item identified below:
Item Number RN423890734CA
Product Name Registered Mail
Reference Number 1 Not Applicable
Reference Number 2 Not Applicable
Delivery Date(yyyy/mm/dd) 2020-01-30
Signatory Name CROWFOOT LAND-CAM
Signature
1 Yours sincerely,
Customer Relationship Network 1-888-550-6333.
(From outside Canada 1 416 979-3033)
This copy confirms to the delivery date and signature of the individual who accepted and signed for the item in question. This information has been extracted from the Canadapost data warehouse g Agriculture and Agriculture et PROTECTED B Agri-Food Canada Agroalimentaire Canada Farm Debt Service de mediation en Mediation Service matiere d'endettement agricole
NOTICE OF INTENT TO REALIZE ON SECURITY
As required under Section 21 of the Farm Debt Mediation Act, you are hereby notified that it is the intent of: Name of creditor ROYAL BANK OF CANADA Full name of farmer or business name Robin Elaine Clark
Farmer's address UniUSuite/AptStreet Number suffix Street name !Street type numbe 1 r
Street PO Box or Route Number Municipality (City,Town, Province 'Postal code direction etc.) TOJ OBO AB Bassano The security being (type(s) of security) On asset(s)) a) ALL PRESENT AND AFTER-ACQUIRED INTANGIBLES(INCLUDING 1. Postponement and Assignment of Claim, ACCOUNTS), INSTRUMENTS, CHATTEL PAPER, SECURITIES AND dated September 20, 2010; MONEY(AS EACH OF THOSE TERMS ARE DEFINED IN THE PPSA) REPRESENTING AMOUNTS OWED OR OWING TO THE DEBTOR (OR Z Guarantee with Postponement of Claim, IF THERE IS MORE THAN ONE DEBTOR, REPRESENTING AMOUNTS OWED OR OWING dated September 27, 2010. TO ANY ONE OR MORE OF THE DEBTORS) FROM CROWFOOT LAND & LIVESTOCK CORPORATION PROCEEDS: A SECURITY INTEREST IS CLAIMED IN ALL PRESENT AND AFTER- ACQUIRED GOODS(INCLUDING TRADE-INS), CHATTEL PAPER, SECURITIES, DOCUMENTS OF TITLE, INSTRUMENTS, MONEY AND INTANGIBLES OF EVERY ITEM OR KIND THAT MAY BE DERIVED FROM THE SALE OR OTHER DISPOSITION OF THE COLLATERAL DESCRIBED ABOVE, ALL INSURANCE PROCEEDS AND ANY PROCEEDS OF ANY OF THE FOREGOING.
b) 2016 Chevrolet Silverado 3500 S/N 1GC4K0C86GF290779.
.J Dated this 27m day of January, 2020 at Calgary, Alberta
Royal Bank of Canada is soljait5Drs Dentons Canada LLP
403-268-3048
Sam Gabor- Creditor's phone number and ext. You are hereby notified of your right to make application under Section 5 of the Farm Debt Mediation Act for a review of your financial affairs, mediation with your creditors, and to obtain a stay of proceedings against this action. Provided you are:
a) currently engaged in farming for commercial purposes; and
b) insolvent, meaning that you are: unable to meet your obligations as they generally become due; or have ceased paying your current obligations in the ordinary course of business as they generally become due; or the aggregate of your property is not, at fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to enable payment of all your obligations, due and accruing due.
A secured creditor must wait 15 business days after this notice has been deemed served before beginning action to realize on their security. You may apply for mediation and a stay of proceedings at any time, before, during, or after the 15 business day period, by making an application to the Farm Debt Mediation Service. The Farm Debt Mediation Service provides qualified farm financial counsellors to conduct a financial review and to prepare a recovery plan for your mediation meeting. Qualified mediators are provided to help you and your creditors reach a mutually satisfactory arrangement.
Application forms and more information about the service can be obtained from: Farm Debt Mediation Service 1-866-452-5556
The information you provide on this document is collected by Agriculture and Agri•Food Canada under the authority of the Farm Debt Mediation Act for the purpose of facilitating financial arrangements between farmers and their creditors. Personal information will be protected under the provisions of the Privacy Act and will be stored in Personal Information Bank AAFC-PPU-227. Information may be accessible or protected as required under the provisions of the Access to Information Act.
Copy: I Farmer 2 Administrator 3 Creditor AAFC / AAC4805-E(2011/02) Canada TAB 30 THIS IS EXHIBIT "30"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this I day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court [email protected] 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P ORS
dentons.com
May 6, 2020
SENT VIA E-MAIL - CROWFOOTLAND(a.XPLORNET.COM
James Cameron Clark P.O. BOX 328 BASSANO ALBERTA TOJ OBO
RE: Refinance/Credit Repayment Plan by Crowfoot Livestock Corp.("Crowfoot") to Royal Bank of Canada ("RBC") Our File No. 125665-8982
We are writing with respect to the above captioned matter. We understand that you have recently been in email communication with our client, RBC, regarding a repayment plan of Crowfoot's indebtedness owing to RBC. We can advise, on a without prejudice basis, that if certain initial milestones are met, RBC is prepared to enter into a form of Forbearance Agreement with Crowfoot, yourself, and Robin Clark, satisfactory to RBC, which would provide the three of you with a further period of time to repay the amounts owing to RBC.
We understand through your recent emails with RBC that a family member of yours intends to cash out a GIC(s) in order to pay down the farm land mortgage debt owing by Crowfoot ("Farm Land Debt"). As of April 30, 2020, approximately $759,778.00 remains with respect to the Farm Land Debt. Before RBC could entertain a formal Forbearance Agreement, RBC would require that the following initial milestones be met:
a) the GIC(s) are paid out by May 20, 2020 and evidence of payout satisfactory to RBC is provided to it by May 20, 2020. An email from you confirming payout will not be satisfactory and at a minimum, evidence from a financial institution evidencing payout would be required;
b) all of the Farm Land Debt is repaid in full by May 25, 2020.
If these milestones are met, RBC would then provide our office with instructions to prepare a formal Forbearance Agreement which would include further milestones:
a) Crowfoot's operating loan to be repaid in full by June 5, 2020 from the liquidation of crop inventory/livestock sales. There is approximately $341,430.00 owing under this loan as of April 30, 2020; and
b) Crowfoot's equipment loans to be repaid or refinanced by June 19, 2020, or all equipment refinanced by RBC to be taken to Ritchie Brothers Auction in Lethbridge to be auctioned off by June 26, 2020.
Lee International ► Kensington Swan ► Bingham Greenebaum ► Cohen & Grigsby ► Sayarh & Menjra ► Larrain Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms NATDOCS\46280546W-1 dentons.com May 6, 2020 Page 2
On the basis that you wish to proceed as provided above, please also confirm the following below via email by Thursday May 7, 2020 at 5 PM MST:
1) the GIC(s) will be paid out by May 20, 2020; n 2) RBC will receive payment from the payout of the GIC(s) by May 25, 2020;
3) Crowfoot agrees to the timelines set out above for repayment of the operating loan and equipment loans or sale of all of the equipment by auction, to be inserted into a formal Forbearance Agreement.
In the event that any of the deadlines written in bold above are missed (May 7th confirmations; May 20th payout of GIC(s); May 25th payment to RBC from GIC(s)), we will be seeking further instructions from RBC to immediately enforce its security, which may include the seizure and sale of your farming 1 equipment and Crowfoot's other assets.
Please note that the contents of this letter shall not constitute any waiver by RBC under its loan agreements, security and other loan documentation, and RBC reserves all of its rights and remedies in that respect.
Yours truly, Dentons Canada LLP
Sam Gabor Senior Associate and Trademark Agent
SG /ms
c.c. via email — Client
.J NATDOCS\46280546\V-1 TAB 3 THIS IS EXHIBIT "31"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this 13 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law Form 9 146852-DP-2C Civil Enforcement Regulation Bailiff's Report Civil Enforcement Agency File Number
Creditor: Royal Bank of Canada Debtor: Crowfoot Land & Livestock Corporation
I, Timothy Taylor, of Calgary, Alberta report that on C-11 .1-6/2-°1-0 ©-effected seizure 0 attempted seizure 0 removed seized goods 0 attempted removal 0 enforced court order 0 enforced Order for Possession 0 attempted to enforce an order at .211(081.(( 2-4,14- r)-6-ct 201,in1t€41 ,1-10-,,<1 y, 1114errek.
That in doing so I made I attempts and performed further investigations and work described in the addendum.
I served the following documents:
lid Warrant 0 Notice - Appointment as Bailee 0 Information for Debtor Form 0 Notice of Objection to Seizure of Personal Property •M Notice of Seizure of Personal Property 0 Sale Notice 0 Notice of Surrender 0 Demand Notice Bailee
El on the debtor(s) ❑ by attaching the documents to the seized personal property / posting in a conspicuous place.
The debtor provided the following email or fax number for service of future documents related to this file:
The seized property was: Name, location, and phone number 0 Surrendered to: O Removed to: Left on a Bailee's Undertaking at: -11q081 e( load 2011 Lukeiirlo.d
[E Pictures were taken
ET I have attached an Addendum of f pages, each page forming part of this Report.
I hereby certify that the information contained in this Report is true and complete. I understand that any false information may lead to charges under the Criminal Code and could result in the suspension or cancellation of m y appointment as a bailiff.
Dated at Calgary, Alberta on (no-1g..)C2pr
Bailiff Signature: Timothy Taylor
INSTRUCTING PARTY CONTACT INFORMATION CIVIL ENFORCEMENT AGENCY
Cathy Sherger Consolidated Civil Enforcement Inc Direct Line: 403 668-8803 Dentons Canada LLP (Calgary) Ext: 8803 300 801 Manning Road NE Bankers Court 15th Floor, 850 - 2nd Email: [email protected] Calgary AB T2E 7M8 Office: Calgary Street SW 4482 97 Street Calgary Alberta T2P ORS Toll Free: 1 888 262-2626 Fax: 1 888 262-8803 Edmonton, AB T6E 5R9 Email: [email protected] Page 1 of -2.- Form 9 Bailiff's Report 146852-DP-2C Civil Enforcement Regulation ADDENDUM Civil Enforcement Agency File Number:
May 26, 2020. Met with Bailiff EJ Mahoney at 801 Manning Road NE in Calgary AB at approximately 1:00pm. We discussed the file and proceeded to the provided address of 214084 Range Road 201 in Wheatland County, Alberta. We attended the address of the same and spoke with Robin Clark at approximately 2:30pm. We explained that we were there to seize some items, and explained that we were at this location to seize the items listed on the warrant. We also advised her we would be leaving the seized items under a Bailee's Undertaking.
She advised me that some of the items we were seizing were located at this location, and the remaining were located at James Clarks father's residence of 201044 TWP RD 230. Robin Clark made a few phone calls, one to her son (Mack Clark) and one to an unidentified male. She advised me that her husband James Clark had sold the 2015 Ram 1500 pick up to his son Mack Clark 3 years prior, current location in Nipawin, SK. She also advised that the 2010 Challenger LB 34 baler was sold one year prior.
I proceeded to seize the 2014 John Deere 635 D Combine header (146855), 2018 Fella T28055 Hay Rake (146855), 2016 Chevrolet Silverado Pickup (146855), 2017 Bourgault T645- Drill Cart (146852), 2017 Bourgault 3320-50PHD Drill (146852), 2018 John Deere T67OLL Combine (146857), and 2018 John Deere 615 Belt Pickup Combine Header (146857). At this time, Roy Clark arrived on location and advised us that we could follow him to his residence to view and seize the remaining equipment. We departed the location.
Arrived at 201044 TWP RD 230. Proceeded to seize the 2014 Fendt 724 Tractor (146856) and 2014 Fendt 785 loader attachment (146856). While proceeding to a field where James Clark was located, Sr. Bailiff EJ Mahoney placed a call to Carolyn Beaton at and we further discussed the file and seizing other items under s. 54 of the Clvil Enforcement Act.
Arrived at the location and spoke with Mr. James Clark and Mr. Roy Clark. Bailiff EJ Mahoney and I explained what we would be seizing, and explained the Bailee's Undertaking documents. At location I seized the 2018 Ram 3500 Laramie pickup (146855). Mr. Clark advised that the 2019 Macdon FD 135 Header was at the dealer where it was purchased, Western Tractor in Medicine Hat AB, being serviced. He Confirmed that the 2010 Challenger LB 34 Baler was sold, but advised he wanted to be forthright and honest, and that the accumulator attachment was at the location attached to another baler (Masey Fergusson). When queried, he advised the acumulator would be around $30,000 new. I seized the accumulator (146855), and advised I was seizing the 2015 Ram 1500 pickup (146855) that was currently with his son via s.54 of the Civil Enforcement Act. Mr. Clark further advised that he was in talks with CIBC and that they would be taking over and paying out his loan. Both James Clark and I signed the Bailee's Undertaking for the four files. We departed the location.
I placed a call to Western Tractor( 403-526-4450, 12004 Range Rd 64, Cypress County, AB T1A 7N3) and advised I wanted to confirm that the 2019 Macdon FD 135 Header was there. I spoke with a Colby (403-952-2652) who advised me that the equipment was at the location (matched with SN), and had an amount owing of $118,400.00, as Mr. Clark in discussion to purchase it and does not currently own it. When asked to verify that Mr. Clark did not have ownership, Colby stated that he borrowed the equipment for the previous harvest and stated since september that he would be purchasing it. On May 27, 2020 I received a call from Troy (403-580-6263), an employee of Western Tractor. He advised that they had loaned/leased the equipment last harvest to James Clark, who has repeatedly stated he would soon have the money to purchase it and had a new bank with TD. Troy advised he had called TD and they had no record of a loan application. End of- eport.
«Timothy Taylor » Bailiff Signatur Page .2, of Q. Form 9 146855-DP-2C Civil Enforcement Regulation Bailiff's Report Civil Enforcement Agency File Number
Creditor: Royal Bank of Canada Debtor: Crowfoot Land & Livestock Corporation
I, Timothy Taylor, of Calgary, Alberta report that on Mr1-2-4/-2124 effected seizure 0 attempted seizure 0 removed seized goods 0 attempted removal 0 enforced court order 0 enforced Order for Possession 0 attempted to enforce an order
at ai gti (k.vtge_0,,A,1 .2.44.A4d aGleg‘i twp aDao,kikeixii""d /(1 4e '
That in doing so I made attempts and performed further investigations and work described in the addendum.
I served the following documents: E Warrant 0 Notice - Appointment as Bailee 0 Information for Debtor Form 0 Notice of Objection to Seizure of Personal Property g Notice of Seizure of Personal Property ❑ Sale Notice 0 Notice of Surrender 0 Demand Notice Bailee
El on the debtor(s) 0 by attaching the documents to the seized personal property / posting in a conspicuous place.
The debtor provided the following email or fax number for service of future documents related to this file:
The seized property was: Name, location, and phone number 0 Surrendered to: 0 Removed to: 21 Left on a Bailee's Undertaking at: 211/411,/2atje- Red 2.0([ tAi ld4Ad Ccumi 48
Pictures were taken
01 I have attached an Addendum of pages, each page forming part of this Report.
I hereby certify that the information contained in this Report is true and complete. I understand that any false information may lead to charges under the Criminal Code and could result in the suspension or cancellation of m y appointment as a bailiff.
Dated at Cal ry, Alberta on ('tej 4820
ailiff Sign tur,Timothy Taylor
INSTRUCTING PARTY CONTACT INFORMATION CIVIL ENFORCEMENT AGENCY
Cathy Sherger Consolidated Civil Enforcement Inc Dentons Canada LLP (Calgary) Direct Line: 403 668-8803 Ext: 8803 300 801 Manning Road NE Bankers Court 15th Floor, 850 - 2nd Email: [email protected] Calgary AB T2E 7M8 Office: Calgary Street SW 4482 97 Street Calgary Alberta T2P OR8 Toll Free: 1 888 262-2626 Fax: 1 888 262-8803 Edmonton, AB T6E 5R9 Email: [email protected]
Page 1 of 2 Form 9 Bailiff's Report 146855-DP-2C Civil Enforcement Regulation ADDENDUM Civil Enforcement Agency File Number:
May 26, 2020. Met with Bailiff EJ Mahoney at 801 Manning Road NE in Calgary AB at approximately 1:00pm. We discussed the file and proceeded to the provided address of 214084 Range Road 201 in Wheatland County, Alberta. We attended the address of the same and spoke with Robin Clark at approximately 2:30pm. We explained that we were there to seize some items, and explained that we were at this location to seize the items listed on the warrant. We also advised her we would be leaving the seized items under a Bailee's Undertaking.
She advised me that some of the items we were seizing were located at this location, and the remaining were located at James Clarks father's residence of 201044 TWP RD 230. Robin Clark made a few phone calls, one to her son (Mack Clark) and one to an unidentified male. She advised me that her husband James Clark had sold the 2015 Ram 1500 pick up to his son Mack Clark 3 years prior, current location in Nipawin, SK. She also advised that the 2010 Challenger LB 34 baler was sold one year prior.
I proceeded to seize the 2014 John Deere 635 D Combine header (146855), 2018 Fella T28055 Hay Rake (146855), 2016 Chevrolet Silverado Pickup (146855), 2017 Bourgault T645- Drill Cart (146852), 2017 Bourgault 3320-50PHD Drill (146852), 2018 John Deere T67OLL Combine (146857), and 2018 John Deere 615 Belt Pickup Combine Header (146857). At this time, Roy Clark arrived on location and advised us that we could follow him to his residence to view and seize the remaining equipment. We departed the location.
Arrived at 201044 TWP RD 230. Proceeded to seize the 2014 Fendt 724 Tractor (146856) and 2014 Fendt 785 loader attachment (146856). While proceeding to a field where James Clark was located, Sr. Bailiff EJ Mahoney placed a call to Carolyn Beaton at and we further discussed the file and seizing other items under s. 54 of the Clvil Enforcement Act.
Arrived at the location and spoke with Mr. James Clark and Mr. Roy Clark. Bailiff EJ Mahoney and I explained what we would be seizing, and explained the Bailee's Undertaking documents. At location I seized the 2018 Ram 3500 Laramie pickup (146855). Mr. Clark advised that the 2019 Macdon FD 135 Header was at the dealer where it was purchased, Western Tractor in Medicine Hat AB, being serviced. He Confirmed that the 2010 Challenger LB 34 Baler was sold, but advised he wanted to be forthright and honest, and that the accumulator attachment was at the location attached to another baler (Masey Fergusson). When queried, he advised the acumulator would be around $30,000 new. I seized the accumulator (146855), and advised I was seizing the 2015 Ram 1500 pickup (146855) that was currently with his son via s.54 of the Civil Enforcement Act. Mr. Clark further advised that he was in talks with CIBC and that they would be taking over and paying out his loan. Both James Clark and I signed the Bailee's Undertaking for the four files. We departed the location.
I placed a call to Western Tractor( 403-526-4450, 12004 Range Rd 64, Cypress County, AB T1A 7N3) and advised I wanted to confirm that the 2019 Macdon FD 135 Header was there. I spoke with a Colby (403-952-2652) who advised me that the equipment was at the location (matched with SN), and had an amount owing of $118,400.00, as Mr. Clark in discussion to purchase it and does not currently own it. When asked to verify that Mr. Clark did not have ownership, Colby stated that he borrowed the equipment for the previous harvest and stated since september that he would be purchasing it. On May 27, 2020 I received a call from Troy (403-580-6263), an employee of Western Tractor. He advised that they had loaned/leased the equipment last harvest to James Clark, who has repeatedly stated he would soon have the money to purchase it and had a new bank with TD. Troy advised he had called TD and they had no record of a loan application. End of Report.
«Timothy Taylor » Bailiff Signatur Page 2 of -Z Form 9 Civil Enforcement Regulation Bailiff's Report 146856-DP-2C Civil Enforcement Agency File Number
Creditor: Royal Bank of Canada Debtor: Crowfoot Land & Livestock Corporation
I, Timothy Taylor, of Calgary, Alberta report that on ,mv.2.14/:20X) In effected seizure 0 attempted seizure 0 removed seized goods 0 attempted removal 0 enforced court order 0 enforced Order for Possession 0 attempted to enforce an order
at •-G(641`1 71A)P D.230 cvkaal.4.-/
That in doing so I made I attempts and performed further investigations and work described in the addendum.
I served the following documents:
l Warrant CI Notice — Appointment as Bailee El Information for Debtor Form 0 Notice of Objection to Seizure of Personal Property .EL Notice of Seizure of Personal Property ID Sale Notice :11 Notice of Surrender ❑ Demand Notice Bailee a on the debtor(s) GI by attaching the documents to the seized personal property / posting in a conspicuous place.
The debtor provided the following email or fax number for service of future documents related to this file:
The seized property was: Name, location, and phone number El Surrendered to: CI Removed to: ELLeft on a Bailee's Undertaking at: 214(0.94/ 124.4i- t fix.ca .201/ tAilt-eccriaA-ci Cotkevty 41?
IN-Pictures were taken
I have attached an Addendum of pages, each page forming part of this Report.
I hereby certify that the information contained in this Report is true and complete. I understand that any false information may lead to charges under the Criminal Code and could result in the suspension or cancellation of m y appointment as a bailiff.
Dated at Calgary, Alberta on /4Aciy 2S/ 24;06
Bailiff Sign Timothy Taylor
I NSTRUCTING PARTY CONTACT INFORMATION CIVIL ENFORCEMENT AGENCY
Cathy Sherger Consolidated Civil Enforcement Inc Dentons Canada LLP (Calgary) Direct Line: 403 668-8803 Ext: 8803 300 801 Manning Road NE Bankers Court 15th Floor, 850 - 2nd Email: [email protected] Calgary AB T2E 7M8 Street SW Office: Calgary 4482 97 Street Calgary Alberta T2P OR8 Toll Free: 1 888 262-2626 Fax: 1 888 262-8803 Edmonton, AB T6E 5R9 Email: [email protected]
Page 1 of Form 9 Bailiff's Report 146856-DP-2C Civil Enforcement Regulation ADDENDUM Civil Enforcement Agency File Number:
May 26, 2020. Met with Bailiff EJ Mahoney at 801 Manning Road NE in Calgary AB at approximately 1:00pm. We discussed the file and proceeded to the provided address of 214084 Range Road 201 in Wheatland County, Alberta. We attended the address of the same and spoke with Robin Clark at approximately 2:30pm. We explained that we were there to seize some items, and explained that we were at this location to seize the items listed on the warrant. We also advised her we would be leaving the seized items under a Bailee's Undertaking.
She advised me that some of the items we were seizing were located at this location, and the remaining were located at James Clarks father's residence of 201044 TWP RD 230. Robin Clark made a few phone calls, one to her son (Mack Clark) and one to an unidentified male. She advised me that her husband James Clark had sold the 2015 Ram 1500 pick up to his son Mack Clark 3 years prior, current location in Nipawin, SK. She also advised that the 2010 Challenger LB 34 baler was sold one year prior.
I proceeded to seize the 2014 John Deere 635 D Combine header (146855), 2018 Fella T28055 Hay Rake (146855), 2016 Chevrolet Silverado Pickup (146855), 2017 Bourgault T645- Drill Cart (146852), 2017 Bourgault 3320-50PHD Drill (146852), 2018 John Deere T67OLL Combine (146857), and 2018 John Deere 615 Belt Pickup Combine Header (146857). At this time, Roy Clark arrived on location and advised us that we could follow him to his residence to view and seize the remaining equipment. We departed the location.
Arrived at 201044 TWP RD 230. Proceeded to seize the 2014 Fendt 724 Tractor (146856) and 2014 Fendt 785 loader attachment (146856). While proceeding to a field where James Clark was located, Sr. Bailiff EJ Mahoney placed a call to Carolyn Beaton at and we further discussed the file and seizing other items under s. 54 of the Civil Enforcement Act.
Arrived at the location and spoke with Mr. James Clark and Mr. Roy Clark. Bailiff EJ Mahoney and I explained what we would be seizing, and explained the Bailee's Undertaking documents. At location I seized the 2018 Ram 3500 Laramie pickup (146855). Mr. Clark advised that the 2019 Macdon FD 135 Header was at the dealer where it was purchased, Western Tractor in Medicine Hat AB, being serviced. He Confirmed that the 2010 Challenger LB 34 Baler was sold, but advised he wanted to be forthright and honest, and that the accumulator attachment was at the location attached to another baler (Masey Fergusson). When queried, he advised the acumulator would be around $30,000 new. I seized the accumulator (146855), and advised I was seizing the 2015 Ram 1500 pickup (146855) that was currently with his son via s.54 of the Civil Enforcement Act. Mr. Clark further advised that he was in talks with CIBC and that they would be taking over and paying out his loan. Both James Clark and I signed the Bailee's Undertaking for the four files. We departed the location.
I placed a call to Western Tractor( 403-526-4450, 12004 Range Rd 64, Cypress County, AB T1A 7N3) and advised I wanted to confirm that the 2019 Macdon FD 135 Header was there. I spoke with a Colby (403-952-2652) who advised me that the equipment was at the location (matched with SN), and had an amount owing of $118,400.00, as Mr. Clark in discussion to purchase it and does not currently own it. When asked to verify that Mr. Clark did not have ownership, Colby stated that he borrowed the equipment for the previous harvest and stated since september that he would be purchasing it. On May 27, 2020 I received a call from Troy (403-580-6263), an employee of Western Tractor. He advised that they had loaned/leased the equipment last harvest to James Clark, who has repeatedly stated he would soon have the money to purchase it and had a new bank with TD. Troy advised he had called TD and they had no record of a loan application. E d of port.
«Timothy Taylor » Bailiff Signature Page of .2 Form 9 146857-DP-2C Civil Enforcement Regulation Bailiff's Report Civil Enforcement Agency File Number
Creditor: Royal Bank of Canada Debtor: Crowfoot Land & Livestock Corporation
I, Timothy Taylor, of Calgary, Alberta report that on fj 2_0:a0 DE-effected seizure E3 attempted seizure 0 removed seized goods Ei attempted removal 0 enforced court order 0 enforced Order for Possession 0 attempted to enforce an order
at 2(`-to1 Raftie- f2"a- 2° /i 4)4""7i 604frrj
That in doing so I made I attempts and performed further investigations and work described in the addendum.
I served the following documents:
IE. Warrant 0 Notice — Appointment as Bailee ❑ Information for Debtor Form 0 Notice of Objection to Seizure of Personal Property g Notice of Seizure of Personal Property ❑ Sale Notice 1=1 Notice of Surrender 0 Demand Notice Bailee
RE4 on the debtor(s) 0 by attaching the documents to the seized personal property / posting in a conspicuous place.
The debtor provided the following email or fax number for service of future documents related to this file:
The seized property was: Name, location, and phone number
CI Surrendered to:
0 Removed to:
W,Left on a Bailee's Undertaking at: 2/110S'Y Ada P,Ad ,201 tki16-4 ,d Cewyri $4,13
12i Pictures were taken
E I have attached an Addendum of pages, each page forming part of this Report.
I hereby certify that the information contained in this Report is true and complete. I understand that any false information may lead to charges under the Criminal Code and could result in the suspension or cancellation of m y appointment as a bailiff.
Dated at Calgary, Alberta on "nr". • 10.2.d
Bailiff Sigraiiure: Timothy Taylor
I NSTRUCTING PARTY CONTACT INFORMATION CIVIL ENFORCEMENT AGENCY
Cathy Sherger Consolidated Civil Enforcement Inc Direct Line: 403 668-8803 Dentons Canada LLP (Calgary) Eat: 8803 300 801 Manning Road NE Bankers Court 15th Floor, 850 - 2nd Email: [email protected] Calgary AB T2E 7M8 Office: Calgary Street SW 4482 97 Street Toll Free: 1 888 262-2626 Calgary Alberta T2P OR8 Fax: 1 888 262-8803 Edmonton, AB T6E 5R9 Email: [email protected]
Page 1 of .2_ Form 9 Bailiff's Report 146857-DP-2C Civil Enforcement Regulation ADDENDUM Civil Enforcement Agency File Number:
May 26, 2020. Met with Bailiff EJ Mahoney at 801 Manning Road NE in Calgary AB at approximately 1:00pm. We discussed the file and proceeded to the provided address of 214084 Range Road 201 in Wheatland County, Alberta. We attended the address of the same and spoke with Robin Clark at approximately 2:30pm. We explained that we were there to seize some items, and explained that we were at this location to seize the items listed on the warrant. We also advised her we would be leaving the seized items under a Bailee's Undertaking.
She advised me that some of the items we were seizing were located at this location, and the remaining were located at James Clarks father's residence of 201044 TWP RD 230. Robin Clark made a few phone calls, one to her son (Mack Clark) and one to an unidentified male. She advised me that her husband James Clark had sold the 2015 Ram 1500 pick up to his son Mack Clark 3 years prior, current location in Nipawin, SK. She also advised that the 2010 Challenger LB 34 baler was sold one year prior.
I proceeded to seize the 2014 John Deere 635 D Combine header (146855), 2018 Fella T28055 Hay Rake (146855), 2016 Chevrolet Silverado Pickup (146855), 2017 Bourgault T645- Drill Cart (146852), 2017 Bourgault 3320-50PHD Drill (146852), 2018 John Deere T67OLL Combine (146857), and 2018 John Deere 615 Belt Pickup Combine Header (146857). At this time, Roy Clark arrived on location and advised us that we could follow him to his residence to view and seize the remaining equipment. We departed the location.
Arrived at 201044 TWP RD 230. Proceeded to seize the 2014 Fendt 724 Tractor (146856) and 2014 Fendt 785 loader attachment (146856). While proceeding to a field where James Clark was located, Sr. Bailiff EJ Mahoney placed a call to Carolyn Beaton at and we further discussed the file and seizing other items under s. 54 of the Civil Enforcement Act.
Arrived at the location and spoke with Mr. James Clark and Mr. Roy Clark. Bailiff EJ Mahoney and I explained what we would be seizing, and explained the Bailee's Undertaking documents. At location I seized the 2018 Ram 3500 Laramie pickup (146855). Mr. Clark advised that the 2019 Macdon FD 135 Header was at the dealer where it was purchased, Western Tractor in Medicine Hat AB, being serviced. He Confirmed that the 2010 Challenger LB 34 Baler was sold, but advised he wanted to be forthright and honest, and that the accumulator attachment was at the location attached to another baler (Masey Fergusson). When queried, he advised the acumulator would be around $30,000 new. I seized the accumulator (146855), and advised I was seizing the 2015 Ram 1500 pickup (146855) that was currently with his son via s.54 of the Civil Enforcement Act. Mr. Clark further advised that he was in talks with CIBC and that they would be taking over and paying out his loan. Both James Clark and I signed the Bailee's Undertaking for the four files. We departed the location.
I placed a call to Western Tractor( 403-526-4450, 12004 Range Rd 64, Cypress County, AB T1A 7N3) and advised I wanted to confirm that the 2019 Macdon FD 135 Header was there. I spoke with a Colby (403-952-2652) who advised me that the equipment was at the location (matched with SN), and had an amount owing of $118,400.00, as Mr. Clark in discussion to purchase it and does not currently own it. When asked to verify that Mr. Clark did not have ownership, Colby stated that he borrowed the equipment for the previous harvest and stated since september that he would be purchasing it. On May 27, 2020 I received a call from Troy (403-580-6263), an employee of Western Tractor. He advised that they had loaned/leased the equipment last harvest to James Clark, who has repeatedly stated he would soon have the money to purchase it and had a new bank with TD. Troy advised he had called TD and they had no record of a loan application. End of Report.
«Timothy Taylor » Bailiff Signatur Page .2. of 3 Form 5 -2C Civil Enforcement Regulation 146852-DP Civil Enforcement Agency File Number
Notice of Seizure of Personal Property
TO: Crowfoot Land & Livestock Corporation
Box 328, Bassano AB Tal OBO Name and Address of Debtor
Take notice that to satisfy a claim against you for the sum of $176.247.54 plus costs and related Writs, if applicable. Royal Bank of Canada
c/o Bankers Court 15th Floor, 850 - 2nd Street SW, Calgary Alberta T2P OR8 Name and Address of Creditor has caused the following personal property and personal property listed in the addendum to be seized: Hof BotAcieukt-t- 7-‘460- (1 GDcT 5//v 31 AS-&)-
,201 e 0ik jr lit— 33.72-0 50PH D O (:`It 5/A/- 4-427337-PH-03
Addendum attached listing additional property. ❑ Yes [2. No Notice of Objection applicable to this seizure. • El Yes Z No
STRIKE OUT
IF NOT APPLICABLE
Dated at WhyaAd ( '64- :y1 , Alberta, on /411• 1-4/)-0-ta
T7te, Batef's Signature Print Name
Civil Enforcement Agency
300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 " CONSOLIDATED 4482 97 Street, Edmonton AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 C iv enforcement Email: [email protected] / [email protected]
Notice: If you have concerns about the way that this seizure was conducted, contact the Civil Enforcement Agency listed above. If you are unable to resolve your concerns with the Civil Enforcement Agency, you may contact the Sheriff - Civil Enforcement at 17801 422-2481.
Jun 8/05 Page 1 of Form 5 Civil Enforcement Regulation 146855-DP-2C
Civil Enforcement Agency File Number
Notice of Seizure of Personal Property
TO: Crowfoot Land & Livestock Corporation
PO Box 328 (SE 1/4 35-21-20-W4th), Bassano AB TOJ OBO Name and Address of Debtor
Take notice that to satisfy a claim against you for the sum of $2,602,730.35 plus costs and related Writs, if applicable. Royal Bank of Canada
c/o Bankers Court 15th Floor, 850 - 2nd Street SW, Calgary Alberta T2P OR8 Name and Address of Creditor has caused the following personal property and personal property listed in the addendum to be seized: pec sat-e- -(Lae A.
Addendum attached listing additional property. 0Yes ❑ No Notice of Objection applicable to this seizure. ❑ Yes Z No
STRIKE OUT IF NOT APPLICABLE
Dated at U./1\0414w' 1- 014,1, Alberta, on /1/A1,..26, 2010
Ailiff's Signature Print Name
Civil Enforcement Agency
300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 2.N CONSOLIDATED 4482 97 Street, Edmonton AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 4 civil enforcement Email: [email protected] / [email protected]
Notice: If you have concerns about the way that this seizure was conducted, contact the Civil Enforcement Agency listed above. If you are unable to resolve your concerns with the Civil Enforcement Agency, you may contact the Sheriff — Civil Enforcement at (7801 422-2481.
Jun 8/05 Page 1 of -2- (4 6 6-5----0(3-.2-(-
Schedule A
2014 John Deere 635 D Combine Header s/n 1H00635DKER765429 r=201-9-Macd-an-F-0-135-1-4eade-r-s/41_35049219--7-1 - 2018 fa ii.ger-L-B-34-Bal-er-w--Accu-muiator--s/fi-H474-7-62--T 2018 Fella TS8055 Hay Rake ACW00178 -*TT q e,r C:11;(Encorce44,13- AC1' 2015 Ram 1500 Pickup Truck s/n 1C6RR7NM3FS541033 Sti -`-`4"‘"tkr--6 2016 Chevrolet Silverado Pickup Truck s/n 1GC4K0C86GF290779 2018 Ram 3500 Laramie Pickup s/n 3C63R3EL2GG165908 Po.r- dA-etille-ii-&-c" cLe-c Le 3 q. *--1-io-n, fS
J4.2-0.20 1,/iteptl-loed 64uvljt Ocv-red ocr
T'iv -r joc Form 5 146856-DP-2C Civil Enforcement Regulation Civil Enforcement Agency File Number
Notice of Seizure of Personal Property
TO: Crowfoot Land & Livestock Corporation
PO Box 328, Bassano AB TOJ OBO Name and Address of Debtor
Take notice that to satisfy a claim against you for the sum of $2,602,730.35 plus costs and related Writs, if applicable.
Royal Bank of Canada
c/o Bankers Court 15th Floor, 850 - 2nd Street SW, Calgary Alberta T2P OR8 Name and Address of Creditor has caused the following personal property and personal property listed in the addendum to be seized:
1-rote-roe 5/AI ?"(3.2.2.POOf-063T3 ..)—a feActi e-a A-11.Acksie-7- 5///-046-3f'7e57)0HCAO.510
Addendum attached listing additional property. 0Yes [K1 No Notice of Objection applicable to this seizure. ❑ Yes No
STRIKE OUT IF NOT APPLICABLE
24/„1.0.14 Dated at Liiitatiova'( 4 41, Alberta, on .- s ter" rs„110,- Bailiff's Signature C, Print Name
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 4tvA, CONSOLIDATED 4482 97 Street, Edmonton AB T6E 5R9 Ph: 780 448-5833 Ex: 780 448-0698 civil enforcement Email: [email protected] / [email protected]
Notice: If you have concerns about the way that this seizure was conducted, contact the Civil Enforcement Agency listed above. If you are unable to resolve your concerns with the Civil Enforcement Agency, you may contact the Sheriff — Civil Enforcement at (780) 422-2481.
Jun 8/05 Page 1 of ( Form 5 146857-DP-2C Civil Enforcement Regulation Civil Enforcement Agency File Number
Notice of Seizure of Personal Property
TO: Crowfoot Land & Livestock Corporation
PO Box 328, Bassano AB TOJ OBO Name and Address of Debtor
Take notice that to satisfy a claim against you for the sum of $2,602,730.35 plus costs and related Writs, if applicable. Royal Bank of Canada
c/o Bankers Court 15th Floor, 850 - 2nd Street SW, Calgary Alberta T2P OR8 Name and Address of Creditor has caused the following personal property and personal property listed in the addendum to be seized:
I .0T 5,14.4 Dre r.C., -r6741L. (.0-/-10,,,,e, Slit!- IZ01-6704v3R111q05--
1 P-Oig .I4t/1" ID ce-(3e 615- edr P;Gk,Afo eivt4,4t. frie.ley- Sdk/ - I 1-00615-PC..70kagq3Y
Addendum attached listing additional property. ❑ Yes igNo Notice of Objection applicable to this seizure. E Yes Z No
STRIKE OUT
IF NOT APPLICABLE
Dated at("Atati.u..c/C" vry, Alberta, on Mai -2.6i .441-49
7 111/Vt 10/0 Ofs Signature Print Name
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 Ailk. CONSOLIDATED 4482 97 Street, Edmonton AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 Email: [email protected] [email protected]
Notice: If you have concerns about the way that this seizure was conducted, contact the Civil Enforcement Agency listed above. If you are unable to resolve your concerns with the Civil Enforcement Agency, you may contact the Sheriff — Civil Enforcement at (780)422-2481.
Jun 8/05 Page 1 of 146852-DP-2C Civil Enforcement Agency File Number EXPLANATION OF BAILEE'S UNDERTAKING
The Bailee is responsible to the Civil Enforcement Agency and their Bailiff for the seized personal property. The seized personal property must be preserved in its present condition and value until he or she is relieved of this responsibility by the Civil Enforcement Agency. The Bailee agrees to keep the seized property in their possession or control and is responsible for its safekeeping and delivery to the Agency or its Bailiff upon demand.
The Bailee shall advise the Civil Enforcement Agency in writing, of any change of address or any incidents involving the seized property that would affect the value of the property in any way. If the Bailee is the debtor, he or she may use the seized property in the normal fashion it was designed and purchased for.
The Bailee may request in writing that the Civil Enforcement Agency relieve him or her of their responsibility for the seized personal property in the event that he or she no longer wishes to be responsible for the seized property, or is planning to move.
NOTE: The Bailee is not relieved of his or her responsibility pursuant to the Bailee's Undertaking until notified in writing by the Civil Enforcement Agency or the Agency's Bailiff removes the seized propertyfrom the Bailee's possession.
EXCERPTS FROM THE CRIMINAL CODE
Theft by Bailee of Things Under Seizure (Section 324) Everyone who is a Bailee of anything that is under lawful seizure by a Peace Officer or Public Officer in the execution of the duties of his or her office, and who is obliged by law or agreement to produce and deliver it to that officer or another person entitled thereto at a certain time and place, or on demand, steals it if he or she does not produce or deliver it in accordance with his or her obligation, but he or she does not steal if it his or her failure to produce or deliver it is not the result of a willful act or omission by him or her.
Punishment for Theft (Section 334) Except where otherwise provided by law, every one who commits theft (a) is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years, where the property stolen is a testamentary instrument or where the value of what is stolen exceeds five thousand dollars; or (b) is guilty (i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or (ii) of an offence punishable on summary conviction, where the value of what is stolen does not exceed five thousand dollars.
Bailee's Printed Name 7/Bailee's Signature (Acknowledging having read the above)
Timoth Ta lor Bade # Bailiff's Name & Bailiff # ailiff's Signature (Wit s to Bailee's Signature)
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 Aih.4t* CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 enforcement 1r civil Email: [email protected] [email protected] 146852-DP-2C Civil Enforcement Agency File Number Bailee's Undertaking
In consideration of the seized personal property listed in the attached Notice of Seizure of Personal Property being left in my possession, I agree to act as Bailee for Consolidated Civil Enforcement Inc. and keep the said personal property in good condition at:
ZI 4,/6(e JP k-oad .371/ Address or Land Location Where Personal Property Will Be Stored
and deliver it to Consolidated Civil Enforcement Inc. whenever and wherever it may be required, in the same condition as it was delivered to me. I further agree to insure the property against theft, damage, or any other loss while in my possession.
I understand that non-delivery or conversion of the personal property may result in a conviction under the Criminal Codefor which a term of imprisonment may be imposed.
Dated at tilt„.ea714,4.1 , Alberta, on ,
BAILEE WITNESS
e0K Signature of Bailee Signature of Witness
,z4yile,04-/wAid Timothy Taylor Print Name of Bailee
ADDRESS WITNESS ADDRESS OF BAILEE OF 300 801 Manning Road NE Calgary, AB T2E 7M8
Telephone: Telephone: 403-262-8800
Fax: Fax: 403-262-8801
NOTE: ATTACH TO EACH COPY OF THE NOTICE OF SEIZURE OF PERSONAL PROPERTY
Civil Enforcement Agency
300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 civil enforcement Fx: 780 448-0698 146855-DP-2C Civil Enforcement Agency File Number EXPLANATION OF BAILEE'S UNDERTAKING
The Bailee is responsible to the Civil Enforcement Agency and their Bailiff for the seized personal property. The seized personal property must be preserved in its present condition and value until he or she is relieved of this responsibility by the Civil Enforcement Agency. The Bailee agrees to keep the seized property in their possession or control and is responsible for its safekeeping and delivery to the Agency or its Bailiff upon demand.
The Bailee shall advise the Civil Enforcement Agency in writing, of any change of address or any incidents involving the seized property that would affect the value of the property in any way. If the Bailee is the debtor, he or she may use the seized property in the normal fashion it was designed and purchased for.
The Bailee may request in writing that the Civil Enforcement Agency relieve him or her of their responsibility for the seized personal property in the event that he or she no longer wishes to be responsible for the seized property, or is planning to move.
NOTE: The Bailee is not relieved of his or her responsibility pursuant to the Bailee's Undertaking until notified in writing by the Civil Enforcement Agency or the Agency's Bailiff removes the seized propertyfrom the Bailee's possession.
EXCERPTS FROM THE CRIMINAL CODE
Theft by Bailee of Things Under Seizure (Section 324) Everyone who is a Bailee of anything that is under lawful seizure by a Peace Officer or Public Officer in the execution of the duties of his or her office, and who is obliged by law or agreement to produce and deliver it to that officer or another person entitled thereto at a certain time and place, or on demand, steals it if he or she does not produce or deliver it in accordance with his or her obligation, but he or she does not steal if it his or her failure to produce or deliver it is not the result of a willful act or omission by him or her.
Punishment for Theft (Section 334) Except where otherwise provided by law, every one who commits theft (a) is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years, where the property stolen is a testamentary instrument or where the value of what is stolen exceeds five thousand dollars; or (b) is guilty (i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or (ii) of an offence punishable on summary conviction, where the value of what is stolen does not exceed five thousand dollars. ()/tja-4, - Bailee's Printed Name lee's Signature (Acknowledging having read the above)
Timoth Ta for Bad Bailiff's Name & Bailiff # s Signature Wit ess ee's Signature)
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 41;. CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civil enforcement Email: [email protected] [email protected] 146855-DP-2C Civil Enforcement Agency File Number Bailee's Undertaking
In consideration of the seized personal property listed in the attached Notice of Seizure of Personal Property being left in my possession, I agree to act as Bailee for Consolidated Civil Enforcement Inc. and keep the said personal property in good condition at:
2 wolf e__ 12-God Address or Land Location W e Personal Property Will Be Stored
and deliver it to Consolidated Civil Enforcement Inc. whenever and wherever it may be required, in the same condition as it was delivered to me. I further agree to insure the property against theft, damage, or any other loss while in my possession.
I understand that non-delivery or conversion of the personal property may result in a conviction under the Criminal Codefor which a term of imprisonment may be imposed.
Dated at(4,4 6,„let,,,," Lef,„1--gi , Alberta, on /1104/ 2_6j ~12O
BAILEE
Signature of Bailee Signature of Witness
.0.11g5 CA-#,,e0/ Timothy Taylor Print Name of Bailee
ADDRESS OF WITNESS ADDRESS OF BAILEE 300 801 Manning Road NE Calgary, AB T2E 7M8
Telephone: Telephone: 403-262-8800 Fax: Fax: 403-262-8801
NOTE: ATTACH TO EACH COPY OF THE NOTICE OF SEIZURE OF PERSONAL PROPERTY
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 Civil enforcement 146856-DP-2C Civil Enforcement Agency File Number EXPLANATION OF BAILEE'S UNDERTAKING
The Bailee is responsible to the Civil Enforcement Agency and their Bailiff for the seized personal property. The seized personal property must be preserved in its present condition and value until he or she is relieved of this responsibility by the Civil Enforcement Agency. The Bailee agrees to keep the seized property in their possession or control and is responsible for its safekeeping and delivery to the Agency or its Bailiff upon demand.
The Bailee shall advise the Civil Enforcement Agency in writing, of any change of address or any incidents i nvolving the seized property that would affect the value of the property in any way. If the Bailee is the debtor, he or she may use the seized property in the normal fashion it was designed and purchased for.
The Bailee may request in writing that the Civil Enforcement Agency relieve him or her of their responsibility for the seized personal property in the event that he or she no longer wishes to be responsible for the seized property, or is planning to move.
NOTE: The Bailee is not relieved of his or her responsibility pursuant to the Bailee's Undertaking until notified in writing by the Civil Enforcement Agency or the Agency's Bailiff removes the seized propertyfrom the Bailee's possession.
EXCERPTS FROM THE CRIMINAL CODE
Theft by Bailee of Things Under Seizure (Section 324) Everyone who is a Bailee of anything that is under lawful seizure by a Peace Officer or Public Officer in the execution of the duties of his or her office, and who is obliged by law or agreement to produce and deliver it to that officer or another person entitled thereto at a certain time and place, or on demand, steals it if he or she does not produce or deliver it in accordance with his or her obligation, but he or she does not steal if it his or her failure to produce or deliver it is not the result of a willful act or omission by him or her.
Punishment for Theft (Section 334) Except where otherwise provided by law, every one who commits theft (a) is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years, where the property stolen is a testamentary instrument or where the value of what is stolen exceeds five thousand dollars; or (b) is guilty (i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or (ii) of an offence punishable on summary conviction, where the value of what is stolen does not exceed five thousand dollars. eof-e_a2,11akv Bailee's Printed Name (Bailee s Signature (Acknowledging having read the al:Kw
Timoth Ta lor Bade #20 Bailiff's Name & Bailiff # ff's Signatur Wit ess to ee's Signature)
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB TEE 5R9 Ph: 780 448-5833 Fx: 780 448-0698 -40. civil enforcement Email: [email protected] / [email protected] 146856-DP-2C Civil Enforcement Agency File Number Bailee's Undertaking
In consideration of the seized personal property listed in the attached Notice of Seizure of Personal Property being left in my possession, I agree to act as Bailee for Consolidated Civil Enforcement Inc. and keep the said personal property in good condition at: 2-iqes-q Pb77,p,..d Address or Land Location here Personal Property Will Be Stored
and deliver it to Consolidated Civil Enforcement Inc. whenever and wherever it may be required, in the same condition as it was delivered to me. I further agree to insure the property against theft, damage, or any other loss while in my possession.
I understand that non-delivery or conversion of the personal property may result in a conviction under the Criminal Codefor which a term of imprisonment may be imposed.
Dated at Lkiive,a/a,t1 , Alberta, on ; tly#Z6t, 2_0.2(2
BAILEE WITNESS
nature of Bailee Signaftire. of Witness
7,4-/te eXel,e0A/U/4,4 Timothy Taylor Print Name of Bailee
ADDRESS OF WITNESS ADDRESS OF BAILEE 300 801 Manning Road NE Calgary, AB T2E 7M8
Telephone: Telephone: 403-262-8800
Fax: Fax: 403-262-8801
NOTE: ATTACH TO EACH COPY OF THE NOTICE OF SEIZURE OF PERSONAL PROPERTY
Civil Enforcement Agency
300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 + civil enforcement 146857-DP-2C Civil Enforcement Agency File Number EXPLANATION OF BAILEE'S UNDERTAKING
The Bailee is responsible to the Civil Enforcement Agency and their Bailiff for the seized personal property. The seized personal property must be preserved in its present condition and value until he or she is relieved of this responsibility by the Civil Enforcement Agency. The Bailee agrees to keep the seized property in their possession or control and is responsible for its safekeeping and delivery to the Agency or its Bailiff upon demand.
The Bailee shall advise the Civil Enforcement Agency in writing, of any change of address or any incidents involving the seized property that would affect the value of the property in any way. If the Bailee is the debtor, he or she may use the seized property in the normal fashion it was designed and purchased for.
The Bailee may request in writing that the Civil Enforcement Agency relieve him or her of their responsibility for the seized personal property in the event that he or she no longer wishes to be responsible for the seized property, or is planning to move.
NOTE: The Bailee is not relieved of his or her responsibility pursuant to the Bailee's Undertaking until notified in writing by the Civil Enforcement Agency or the Agency's Bailiff removes the seized property from the Bailee's possession.
EXCERPTS FROM THE CRIMINAL CODE
Theft by Bailee of Things Under Seizure (Section 324) Everyone who is a Bailee of anything that is under lawful seizure by a Peace Officer or Public Officer in the execution of the duties of his or her office, and who is obliged by law or agreement to produce and deliver it to that officer or another person entitled thereto at a certain time and place, or on demand, steals it if he or she does not produce or deliver it in accordance with his or her obligation, but he or she does not steal if it his or her failure to produce or deliver it is not the result of a willful act or omission by him or her.
Punishment for Theft (Section 334) Except where otherwise provided by law, every one who commits theft (a) is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years, where the property stolen is a testamentary instrument or where the value of what is stolen exceeds five thousand dollars; or (b) is guilty (i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or (ii) of an offence punishable on summary conviction, where the value of what is stolen does not exceed five thousand /vwdollars. Q/fitiami Bailee's Printed Name Baile¢' Signature (1Cd(nowledging having read the above)
Timothy Taylor Badge #)-C62..._ -4-", Bailiffs Name & Bailiff # Bailiff's Signatiiii4WitAgss to Bailee's Signature)
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civil enforcement Email: [email protected] / [email protected] 146857-DP-2C Civil Enforcement Agency File Number Bailee's Undertaking
In consideration of the seized personal property listed in the attached Notice of Seizure of Personal Property being left in my possession, I agree to act as Bailee for Consolidated Civil Enforcement Inc. and keep the said personal property in good condition at: La,/ 26,1
Address or Land Location WhVre Personal Property Will Be Stored
and deliver it to Consolidated Civil Enforcement Inc. whenever and wherever it may be required, in the same condition as it was delivered to me. I further agree to insure the property against theft, damage, or any other loss while in my possession.
understand that non-delivery or conversion of the personal property may result in a conviction under the Criminal Code for which a term of imprisonment may be imposed.
Dated at LiivtiTieuct Ccuiv , Alberta, on /t1.‘ ,24.2(7:1d-
BAILEE WITNESS
Signature of Bailee Si nature of Witness
Nee eigitlAiti 0414 Timothy Taylor Print Name of Bailee
ADDRESS OF BAILEE ADDRESS OF WITNESS 300 801 Manning Road NE Calgary, AB T2E 7M8
Telephone: Telephone: 403-262-8800
Fax: Fax: 403-262-8801
NOTE: ATTACH TO EACH COPY OF THE NOTICE OF SEIZURE OF PERSONAL PROPERTY
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 ,AL CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civil enforcement
THIS IS EXHIBIT "32"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this 13 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law Form 9 146855-DP-2C Civil Enforcement Regulation Bailiff's Report Civil Enforcement Agency File Number
Creditor: Royal Bank of Canada Debtor: Crowfoot Land & Livestock Corporation
I, Timothy Taylor, of Calgary, Alberta report that on TP.014-1() 10-10 tE effected seizure 0 attempted seizure 0 removed seized goods E attempted removal 0 enforced court order 0 enforced Order for Possession 0 attempted to enforce an order 01,4,4,04,cf Ae. iazutir„ p.c,„cl c at 2HOS41 2
That in doing so I made ( attempts and performed further investigations and work described in the addendum.
I served the following documents:
54 Warrant 0 Notice — Appointment as Bailee 0 Information for Debtor Form 0 Notice of Objection to Seizure of Personal Property L Notice of Seizure of Personal Property 0 Sale Notice 0 Notice of Surrender 0 Demand Notice Bailee
on the debtor(s) 0 by attaching the documents to the seized personal property / posting in a conspicuous place.
The debtor provided the following email or fax number for service of future documents related to this file:
The seized property was: Name, location, and phone number 0 Surrendered to: 0 Removed to: El- Left on a Bailee's Undertaking at: 2.140g41 aoye_ kikeP-r/AA-d 42,
EZ Pictures were taken
I have attached an Addendum of pages, each page forming part of this Report.
I hereby certify that the information contained in this Report is true and complete. I understand that any false information may lead to charges under the Criminal Code and could result in the suspension or cancellation of m y appointment as a bailiff.
Dated at Calgary, Alberta on t11-20.1
Bailiff S' na_tur : Timothy Taylor
I NSTRUCTING PARTY CONTACT INFORMATION CIVIL ENFORCEMENT AGENCY
Cathy Sherger Consolidated Civil Enforcement Inc Direct Line: 403 668-8803 Dentons Canada LLP (Calgary) Eat: 8803 300 801 Manning Road NE Bankers Court 15th Floor, 850 - 2nd Email: [email protected] Calgary AB T2E 7M8 Office: Calgary Street SW 4482 97 Street Calgary Alberta T2P ORS Toll Free: 1 888 262-2626 Fax: 1 888 262-8803 Edmonton, AB T6E 5R9 E mail: [email protected] Page 1 of C)-- Form 9 Bailiff's Report .14- 63 55-DP -QC Civil Enforcement Regulation ADDENDUM Civil Enforcement Agency File Number:
June 11, 2020. 12:00pm noon, met with Sr. Bailiff EJ Mahoney and discussed the file while proceeding to the location. Arrived at the location provided of 214084 Range Road 201, Wheatland County AB at 1:20pm. Phoned James Cameron Clark (Cam), and received no answer. We left a message asking that he return the call as soon as possible. Approximately five minutes later he returned the call, and he advised us that he was currently in Gleichen, Alberta and would return in one hour. He further informed us that there was grain that belonged to him in a bin owned by his mother, close to his father's house (Roy Clark), location of his father's farm being 201044 TWP RD 230, Wheatland County AB.
We placed a call to the office and updated Cathy on the file. James Clark (Cam) arrived at his residence, located at 214084 Range Road 201, Wheatland County AB, and we discussed the file. He again reiterated that some of the grain was located at the current address, some was at a nearby location of 25-22-20W4, and the Massey Ferguson was located at his father's farm located at 201044 TWP RD 230, Wheatland County AB. We inquired regarding his progress in receiving a loan to pay out his debt, and he further advised while on location that he had a meeting the previous day with Rosanne from CIBC, who was "one of the highest authorities in dealing with farming loans" and he thought It was going well. We inquired after the Grain Delivery Permit Book, and he informed us that since the "Grain Board" was disbanded, permit books were no longer used. During our discussion he also informed us that he had delivered 8900 gross to Klassen Seeds Inc (located in Rosemary AB), and had paid for screenings. He advised that there were 5700 bushels left, but it was under contract.
I then proceeded to Seize two Grainmax 2000 - 2000 Bushel Capacity Bins, one Westeel Rosco 5250 Bushel Capacity Bin, one Butler 5000 Bushel Capacity Bin, one Twister 7000 Bushel Capacity Bin, 1400 Bushels of Rye Seed, 500 Bushels of Wheat Seed - HRS, 250 Bushels of Corn (which he advised had some wheat seed scattered on top), and 200 Bushels of Wheat - HRS. The Notice of Seizure was posted on each bin containing Seized grain.
We then proceeded to follow Mr. Clark to the nearby location of 25-22-20W4, and I proceeded to seize 2000 Bushels of Oats from a bin belonging to his mother. The Notice of Seizure was posted on the bin containing Seized grain.
We then proceeded to follow Mr. Clark to his father's farm located at 201044 TWP RD 230, Wheatland County AB. I then seized the 2019 Massey Ferguson 2270XD - S/N - M2270XKHB07129. I Served James Clark with the Seizure documents and witnessed him sign the Bailee's Undertaking. Departed location. End of report.
«Timothy Taylor » Bailiff Signat Page a of 146855-DP-2C Civil Enforcement Agency File Number EXPLANATION OF BAILEE'S UNDERTAKING
The Bailee is responsible to the Civil Enforcement Agency and their Bailiff for the seized personal property. The seized personal property must be preserved in its present condition and value until he or she is relieved of this responsibility by the Civil Enforcement Agency. The Bailee agrees to keep the seized property in their possession or control and is responsible for its safekeeping and delivery to the Agency or its Bailiff upon demand.
The Bailee shall advise the Civil Enforcement Agency in writing, of any change of address or any incidents involving the seized property that would affect the value of the property in any way. If the Bailee is the debtor, he or she may use the seized property in the normal fashion it was designed and purchased for.
The Bailee may request in writing that the Civil Enforcement Agency relieve him or her of their responsibility for the seized personal property in the event that he or she no longer wishes to be responsible for the seized property, or is planning to move.
NOTE: The Bailee is not relieved of his or her responsibility pursuant to the Bailee's Undertaking until notified in writing by the Civil Enforcement Agency or the Agency's Bailiff removes the seized propertyfrom the Bailee's possession.
EXCERPTS FROM THE CRIMINAL CODE
Theft by Bailee of Things Under Seizure (Section 324) Everyone who is a Bailee of anything that is under lawful seizure by a Peace Officer or Public Officer in the execution of the duties of his or her office, and who is obliged by law or agreement to produce and deliver it to that officer or another person entitled thereto at a certain time and place, or on demand, steals it if he or she does not produce or deliver it in accordance with his or her obligation, but he or she does not steal if it his or her failure to produce or deliver it is not the result of a willful act or omission by him or her.
Punishment for Theft (Section 334) Except where otherwise provided by law, every one who commits theft (a) is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years, where the property stolen is a testamentary instrument or where the value of what is stolen exceeds five thousand dollars; or (b) is guilty (i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or (ii) of an offence punishable on summary conviction, where the value_ of what is stolen does not exceed five thousand dollars.
Bailee's Printed Name Bail e's Signature (Acknowledging having read the above)
Timoth Ta lor Bade Bailiff's Name & Bailiff # iliff's Signature W ess to Bailee's Signature)
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civil enforcement Email: calgary@ccebailiff ca [email protected] 146855-DP-2C Civil Enforcement Agency File Number Bailee's Undertaking
In consideration of the seized personal property listed in the attached Notice of Seizure of Personal Property being left in my possession, I agree to act as Bailee for Consolidated Civil Enforcement Inc. and keep the said personal property in good condition at: 2J L/C g(1 3(1 Ae Address or Land Location Where Personal Property Will Be Stored
and deliver it to Consolidated Civil Enforcement Inc. whenever and wherever it may be required, in the same condition as it was delivered to me. I further agree to insure the property against theft, damage, or any other loss while in my possession.
I understand that non-delivery or conversion of the personal property may result in a conviction under the Criminal Code for which a term of imprisonment may be imposed.
;Cr Dated at ivit644,ct 64-4.410 Alberta, on /4...e_ ti 1910
BAILEE WITNESS
Signature c f Bailee Signs re of Witness
6-14-e k advN.e.„; 6advte-ron, T Timothy Taylor Print Name of Bailee ADDRESS OF WITNESS DDRESS OF BAILEE A 300 801 Manning Road NE P11i1o84/ )2.421c /2.p., " Zot Calgary, AB T2E 7M8 ulhe..4vriotd As
Telephone: L/83433 —0-7:2-g Telephone: 403-262-8800
Fax: Fax: 403-262-8801
NOTE: ATTACH TO EACH COPY OF THE NOTICE OF SEIZURE OF PERSONAL PROPERTY
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street AB T6E 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civil enforcement Form 5 146855-DP-2C Civil Enforcement Regulation Civil Enforcement Agency File Number
Notice of Seizure of Personal Property
TO: Crowfoot Land & Livestock Corporation
PO Box 328 (SE 1/4 35-21-20-W4th), Bassano AB TOJ OBO Name and Address of Debtor
Take notice that to satisfy a claim against you for the sum of $2,602,730.35 plus costs and related Writs, if applicable. Royal Bank of Canada
c/o Bankers Court 15th Floor, 850 - 2nd Street SW, Calgary Alberta T2P OR8 Name and Address of Creditor
has caused the following personal property and personal property listed in the addendum to be seized:
Acb6A._ (3/
Addendum attached listing additional property. El Yes 111 No Notice of Objection applicable to this seizure. E Yes Z No
STRIKE OUT • i-l3elow IF NOT APPLICABLE
Dated at Witecrriavd /o j, Alberta, on ;Tuit'e. i lj G-IC/
Ifia-iliffs Signature /27 Print Name
Civil Enforcement Agency 300 801 Manning Road NE, Calgary AB T2E 7M8 Ph: 403 262-8800 Fx: 403 262-8801 CONSOLIDATED 4482 97 Street, Edmonton AB TEE 5R9 Ph: 780 448-5833 Fx: 780 448-0698 civjl enforcement Email: [email protected] / [email protected]
Notice: If you have concerns about the way that this seizure was conducted, contact the Civil Enforcement Agency listed above. If you are unable to resolve your concerns with the Civil Enforcement Agency, you may contact the Sheriff — Civil Enforcement at (780) 422-2481. of Jun 8/05 Pagel CIVIL ENFORCEMENT AGENCY FILE NO. Consolidated lq6855 --DP-Ac CNIL ENFORCEMENT INC. ADDENDUM TO NOTICE OF SEIZURE OF PERSONAL PROPERTY
1 ,,,uss:j Ferj‘sci,.2.27.0 )(t) ,sia-ihaa3oxK I-I ad way'
„lox 3u5tre(s of 0a1S.- Lati-..tt 5L, ttS-42-004,ii a_ 60:04/11a.x.20/-An 8,61tedor, 84t3Sgto I164 814,44 or kyr.. Seea • 5a 84644s ric Witeoir Seed t+RS.
feria-col 4.&r647* BA- awn. by A14.7genai lik45,43 .2.t.0 1j (S of Corn
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Dated at (AiLeOcittAti Lo , Alberta, this i( day of )Lut-e-- I 2/104
illi.‘raall :t 415 . :ail Irir ignature / Print Name
Page of a_ 12/04
THIS IS EXHIBIT "33"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this 17 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Studiant-At-Law AJILDENTONS Sam Gabor Dentons Canada LLP Senior Associate and Trademark Agent 15th Floor, Bankers Court 850-2nd Street SW [email protected] Calgary, AB, Canada T2P OR8 D +1 403 268 3048
dentons.com
June 2, 2020 File No.: 125665-8928
DELIVERED VIA EMAIL:[[email protected]]
Western Tractor 12004 Range Rd 64 Cypress County, AB T1A 7N3
Attention: Troy Aberle
Re: Crowfoot Land & Livestock Corporation ("Crowfoot") 2019 Macdon FD 135 Header s/n 35049219
Further to Pavin Takhar's phone call on June 2, 2020 with you, we act as counsel for Royal Bank of Canada ("RBC"), Crowfoot's senior secured creditor. We understand that you are in possession of the 2019 Macdon FD 135 Header s/n 35049219 (the "Macdon") which we understood to be owned and/or operated by Crowfoot. Our client has a security interest in the Macdon which has been registered in the Alberta Personal Property Security Registry under PPR registration No. 10092122076.
We would ask that you please provide all relevant security and contractual documentation related to the Macdon and Crowfoot, including any sale agreements, rental agreements, invoices, etc. by on or before June 4th, 2020 via email to our office. Additionally, as a result of RBC's security interest in the Macdon, we require that you refrain from selling or disposing of the Macdon while the documentation is reviewed by our office. Please confirm by email to Ms. Takhar that Western Tractor will refrain from doing so.
Once we have had a chance to review the documentation, we will advise you of RBC's position with respect to the matter. We appreciate your assistance and cooperation. Should you have any questions, please do not hesitate to contact the undersigned or Ms. Takhar.
Yours truly,
Dentons Canada LLP
DocuSigned by:
\--989B6BF4OCA84D0
For: Sam Gabor Senior Associate and Trademark Agent
SG/pt
c.c. Client via email
Rattagan Macchiavello Arocena ► Jimenez de Arechaga, Viana & Brause ► Lee International ► Kensington Swan ► Bingham Greenebaum "- Cohen & Grigsby ► Sayarh & Menjra ► Larrain Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. '- Delany Law ► Dinner Martin ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms
NATDOCS\ 46762124\V-2 Takhar, Pavin
From: Dallas Smith
Pavin,
Please see the attached Macdon invoice to Western Tractor.
From: Takhar, Pavin
Hello Troy and Dallas,
Thank you for the below.
Dallas, can you please provide the Bill of Sale you referred to in our telephone conversation this morning? Any an all ownership documents related to Western Tractor would be helpful.
Thank you,
Eimpuriwop Pavin Takhar Associate
Our COVID-19 Client Resources Hub is available to the public, part of Dentons' global commitment to help our clients and our communities navigate this pandemic's legal and business challenges.
D +1 403 268 3119 pavin.takhar©dentons.com Bio I Website
Dentons Canada LLP 15th Floor, Bankers Court, 850 - 2nd Street SW Calgary, AB T2P OR8 Canada
Rattagan Macchiavello Arocena > Jimenez de Arechaga, Viana & Brause > Lee International > Kensington Swan > Bingham Greenebaum > Cohen & Grigsby > Sayarh & Menjra > Larrain Rencoret > Hamilton Harrison & Mathews > Mardemootoo Balgobin > HPRP > Zain & Co. > Delany Law > Dinner Martin > For more information on the firms that have come together to form Dentons, go to dentons.com/ledacyfirms
Dentons is a global legal practice providing client services worldwide through its member firms and affiliates. This email may be confidential and protected by legal privilege. If you are not the intended recipient, disclosure, copying, distribution and use are prohibited: please notify us immediately and delete this email from your systems. To update your commercial electronic message preferences email dentonsinsightsca dentons.com or visit our website. Please see dentons.com for Legal Notices.
1 From: Troy Aberle
Hello, In response to your letter, I am informing you of the following:
1) No sales contract or rental contract was signed between Cam Clark and Western Tractor. 2) It was only a verbal agreement that rent would be paid following a purchase option. 3)The Macdon Header mentioned is NOT the property of anyone other than Western Tractor Co. 4)Permission to put title or lien to that piece of equipment has never been granted to a bank or Crowfoot Land & Livestock. 5) Several attempts were made for payment and none were received for this unit.
I have included Dallas Smith our General Sales Manager as well with this email.
Thank you.
Troy Aberle
On Jun 2, 2020, at 5:29 PM, Takhar, Pavin
Hello Mr. Aberle,
Please see the attached correspondence from Mr. Sam Gabor. Should you have any questions, please do not hesitate to reach out to Mr. Gabor or myself.
Best regards,
immumpippmp Pavin Takhar Associate
Our COVID-19 Client Resources Hub is available to the public, part of Dentons' global commitment to help our clients and our communities navigate this pandemic's legal and business challenges.
D +1 403 268 3119 [email protected] Bio I Website
Dentons Canada LLP 15th Floor, Bankers Court, 850 - 2nd Street SW Calgary, AB T2P OR8 Canada
Rattagan Macchiavello Arocena > Jimenez de Arechaga, Viana & Brause > Lee International > Kensington Swan > Bingham Greenebaum > Cohen & Grigsby > Sayarh & Menjra > Larrain Rencoret > Hamilton Harrison & Mathews > Mardemootoo Balgobin > HPRP > Zain & Co. > Delany Law > Dinner Martin > For more information on the firms that have come together to form Dentons, go to dentons.com/leoacyfirms
Dentons is a global legal practice providing client services worldwide through its member firms and affiliates. This email may be confidential and protected by legal privilege. If you are not the intended recipient, disclosure. 2 copying, distribution and use are prohibited; please notify us immediately and delete this email from your systems. To update your commercial electronic message preferences email dentonsinsightsca dentons.com or visit our website. Please see dentons.com for Legal Notices.
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this (5 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law -1-
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT is dated this iq day of June, 2020.
BETWEEN:
ROYAL BANK OF CANADA (the "Lender")
-AND-
CROWFOOT LAND & LIVESTOCK CORPORATION ("Crowfoot")
-AND—
JAMES CAMERON CLARK ("Cameron")
-AND-
ROBIN ELAINE CLARK ("Robin")
(Clark and Robin hereafter also referred to as the "Guarantors", and with Crowfoot are collectively the "Debtors" and each a "Debtor")
WHEREAS the Lender entered into a Royfarm Mortgage Loan Agreement dated April 18, 2016 and a Royfarm Mortgage Loan Agreement dated April 18, 2018 with Crowfoot and extended creditor to Crowfoot thereunder ("Royfarm Loans");
AND WHEREAS the Lender entered into a Master Lease Agreement and Leasing Schedule both dated October 12, 2017, with Crowfoot whereby the Lender agreed to lease certain equipment to Crowfoot (collectively the "Equipment Lease");
AND WHEREAS the Lender entered into a credit agreement with Crowfoot dated July 22, 2019 (and amended on September 23, 2019 and September 25, 2019) and provided credit facilities to Crowfoot in the form of a revolving term demand term loan facility, eight term loan facilities, a revolving lease facility and a Visa line of credit and other related services ("Loan Agreement", along with the Royfarm Loans and the Equipment Lease, the "Credit Agreements");
AND WHEREAS the Guarantors provided guarantees to the Lender guaranteeing the indebtedness of Crowfoot as follows:
a) Continuing Guarantee (including Postponement of Claim) dated September 27, 2010 from the Guarantors, jointly and severally, limited to $535,000.00, plus interest at RBC's prime rate plus 7%, plus costs, as set out in the guarantee ("Cameron and Robin Guarantee"); and
b) Continuing Guarantee (including Postponement of Claim) dated May 4, 2018 from Cameron limited to $735,000.00, plus interest at RBC's prime rate plus 5%, plus costs, as set out in the guarantee ("Cameron Guarantee", along with the Cameron and Robin Guarantee, collectively the
NATDOCS1471594671V-1 -2-
"Guarantees");
AND WHEREAS to secure Crowfoot's obligations to the Lender, Crowfoot provided a Notice of Intention under section 427 of the Bank Act dated September 14, 2010, a General Security Agreement dated September 20, 2010, an Assignment under section 427 of the Bank Act dated October 1, 2010, an Agreement as to the Loans and Advances and Security under section 427 of the Bank Act, a Promise to Give Under section 427 of the Bank Act and Warehouse Receipts and/or Bill of Lading dated October 1, 2010, a Collateral Mortgage dated April 18, 2016, a Chattel Mortgage dated March 22, 2018 and a Chattel Mortgage dated September 17, 2018 (the "Crowfoot Security");
AND WHEREAS to secure Cameron's obligations to the Lender, Cameron provided a Collateral Mortgage dated May 4, 2018 and a Postponement and Assignment of Claim dated September 20, 2010 (the "Cameron Security");
AND WHEREAS to secure Robin's obligations to the Lender, Robin provided a Postponement and Assignment of Claim dated September 20, 2010(the "Robin Security", together with the Crowfoot Security and the Cameron Security, collectively the "Security");
AND WHEREAS the Credit Agreements, Guarantees and Security may hereinafter also be collectively referred to as the "Lender Documents";
AND WHEREAS the Lender Documents are set out at Schedule "A" herein;
AND WHEREAS the obligations of the Debtors to the Lender are payable on demand, and the Debtors are in default of the Lender Documents;
AND WHEREAS the Debtors have requested that the Lender forbear from enforcement of the Lender Documents at least insofar in order to provide them with further time in which to repay the indebtedness, as defined herein;
AND WHEREAS the Lender has agreed to forbear from immediate enforcement of its rights under the Lender Documents upon the terms and conditions set out in the Agreement;
NOW THEREFORE in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1 ACKNOWEDGEMENTS AND WAIVERS
1.1 Acknowledgements.
(a) The Debtors hereby acknowledge and agree that:
i. the facts as set out in the Recitals to this Agreement are true and accurate in all respects and the same are expressly incorporated into and form part of this Agreement;
ii. the Lender Documents and all covenants, terms and provisions thereof shall be and continue to be in full force and effect and the Lender Documents are hereby ratified
NATDOCS\471594671V-1 -3-
and confirmed and shall from and after the date hereof continue in full force and effect, subject only to any amendments provided hereunder;
iii. the Lender has not made any promises, other than the covenants and agreements specifically contained herein, and has not taken any action or omitted to take any action, that would constitute a waiver or estoppel of the Lender's rights to enforce the Security or pursue its remedies in respect of the Lender Documents;
iv. the Credit Agreements are valid and binding on Crowfoot, and Crowfoot is liable for all obligations owing to the Lender under the Credit Agreements, howsoever and wheresoever they arise, including all interest, fees, costs (including legal fees on a solicitor and its own client, full indemnity basis) and expenses incurred or accruing by the Lender and all other indebtedness of Crowfoot to the Lender, including as may hereafter be advanced, charged or incurred, and that equals $2,602,730.35 as of May 22, 2020, plus professional fees, which amount continues to accrue interest, fees, charges, and costs (the "Loan Indebtedness");
v. Crowfoot is in default of its obligations to the Lender under the Credit Agreements and Security and has failed to repay amounts owing to the Lender as required under the Credit Agreements (the "Crowfoot Defaults");
vi. the Guarantees, and all Guarantees Acknowledgement Act Certificates appended thereto, are valid and binding and the Guarantors are liable for all of their respective obligations owing to the Lender under the Guarantees, howsoever and wheresoever they arise, including all interest, fees, costs (including legal fees on a solicitor and its own client, full indemnity basis) and expenses incurred or accruing by the Lender and all other indebtedness owing to the Lender, including as may hereafter be advanced, charged or incurred, and which equals, as of May 22, 2019:
a) $1,302,955.63 for Cameron's obligations, plus ongoing interest, fees, charges and costs;
b) $548,882.88 for Robin's obligations, plus ongoing interest, fees, charges and costs;
[(the "Guarantee Indebtedness", plus professional fees, which amount continues to accrue interest, fees, charges, and costs as set out in the Guarantees (the Guarantee Indebtedness and collectively with the Loan Indebtedness, the "Indebtedness")];
vii. the Guarantors are in default of their obligations to the Lender under the Guarantees and Security and have failed to repay amounts owing to the Lender as required under the Guarantees ((the "Guarantor Defaults"). The Guarantor Defaults together with the Crowfoot Defaults are the "Existing Defaults");
viii. the Security:
a) has been duly granted by the Debtors in favour of the Lender and is valid, enforceable, and binding upon the Debtors in all respects;
NATDOCS1471594671V-1 -4-
b) has been provided by the Debtors to the Lender to secure repayment and performance of all of their respective obligations to the Lender, without limitation, including their respective Indebtedness, all amounts owing in connection with their respective Credit Agreements and Guarantees, and all other amounts now or in the future owing to the Lender;
c) has not been discharged, varied, waived or altered and each of the documents comprising the Security is valid, binding upon the Debtors, and is enforceable against the Debtors in accordance with the terms thereof.
ix. Crowfoot was duly served with a demand for repayment of its respective Indebtedness under the Credit Agreements and the Security on January 27, 2020;
x. the Guarantors were duly served with demands for repayment of their respective Indebtedness under the Guarantees on January 27, 2020;
xi. Crowfoot was duly served with a Notice of Intention to Enforce Security ("NOI") pursuant to section 244 of the Bankruptcy and Insolvency Act, RSC 1985 c B-3 (the "BIA") on January 27, 2020;
xii. The Debtors were each duly served with Notices of Intent to Realize on Security under the Farm Debt Mediation Act S.C. 1997, C. 21 (TOMAH)on January 27, 2020;
xiii. The notice periods under the aforementioned notices have now expired and the Lender is entitled to exercise all rights and remedies pursuant to the Lender Documents or otherwise available at law against the Debtors forthwith and without any further notice;
xiv. The personal property listed at Schedule "H" herein was validly seized by the Lender and left on a Bailee's undertaking on May 26, 2020 and June 11, 2020;
xv. The Debtors do not dispute their liability to repay any of the Indebtedness on any basis and all rights of the Lender shall remain in full force and effect. The Debtors hereby confirm that the Lender Documents are in full force and effect and that the Debtors do not have any right of set off, damages, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Lender Documents. The Debtors further confirm that they have no right to be extended additional credit from the Lender under the Credit Agreements.
1.2 Release and Waiver. Each Debtor hereby:
(a) releases and forever discharges the Lender and its respective affiliates, and their respective past, present and future employees, representatives, counsel, directors, officers, servants, agents, consultants, shareholders, assigns, insurers, predecessors, and successors (collectively, the "Releasees"), of and from any and all manner of actions, causes of actions, suits, contracts, claims, demands, damages, losses, costs, and expenses of any nature or kind whatsoever, whether known, unknown or discovered, suspected or unsuspected, whether at law or in equity, which the Debtor ever had or now have or hereafter can, shall or may have or by reason of any cause, matter or thing whatsoever existing up to the present time relating, whether directly or indirectly, to the Indebtedness, the Lender Documents or any errors or omissions of any of the Releasees with regard thereto;
NATDOCS1471594671V-1 -5-
(b) waives against each of the Releasees any defence that it may have existing up to the present time to any present or future legal action or other enforcement brought by the Lender to collect the Indebtedness or enforce or realize upon the Security, whether said defence arises (and expressed through counterclaim, defence, or otherwise) by reason of any cause, matter, error, omission, neglect or thing caused or done, whether direct or indirect, by any of the Releasees existing as at the date of this Agreement relating to or arising, whether directly or indirectly, from the Indebtedness or the Lender Documents; and
(c) acknowledges that the Lender has not waived any of its rights in respect of the Existing Defaults and expressly reserves its rights to rely on the Existing Defaults upon the occurrence of a Termination Event(as defined in this Agreement).
(d) agree that they shall be obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, claims, legal costs on a solicitor-client full indemnity basis, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Debtors or any of their respective subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Lender Documents, this Agreement or any other document executed and/or delivered in connection herewith or therewith. The foregoing indemnity shall survive the termination of this Agreement, the Credit Agreements, the Guarantee, the Security and the payment in full of the indebtedness owed by the Debtors to the Lender.
1.3 No Protection Without Consent. Each Debtor covenants and agrees that they will not, without the prior express written consent of the Lender, seek and/or make any filing or seek any protection (including a stay of proceedings) pursuant to the BIA, FDMA, the Companies' Creditors Arrangement Act, RSC 1985 c C-36 (the "CCAA"), or otherwise at law or in equity.
1 ARTICLE 2 FORBEARANCE
2.1 Forbearance. The Lender covenants and agrees, subject to the terms and conditions hereof, that it will take no action to:
(a) exercise any of its rights or remedies under the Lender Documents;
(b) appoint a receiver pursuant to the Credit Agreements or the Security, or otherwise enforce the Security against the Debtors, except not including the Lender's enforcement rights under section 57 of the Personal Property Security Act (Alberta) which may be enforced during the Forbearance Period;
(c) seize any of the property, assets or undertaking of the Debtors with the exception of the property currently seized by the Lender in the possession of the Debtors under Bailee's undertakings;
NATDOCS4171594671V-1 -6-
(d) commence or continue any proceeding or application in any court of competent jurisdiction including, without limitation, issuing claims against the Debtors, appointing of a receiver or receiver-manager in respect of the Debtors or any or all of their assets; or
(e) issue any petition pursuant to the BIA or any other insolvency or corporate laws against the Debtors.
2.2 Forbearance Period. The forbearance of the Lender's rights pursuant to this Article shall remain in full force and effect (the "Forbearance Period") until the earlier of any of the following events (each event hereinafter referred to as a "Termination Event"):
(a) any default by the Debtors including the non-performance of any obligation of the Debtors under any agreement with the Lender including, but not limited to, the Credit Agreements, the Guarantees, the Security, and this Agreement, except the Existing Defaults;
(b) with the exception of ATB Financial seizing and selling a 2018 Rogator 1100C Sprayer (Serial No. A1100PJNSL1200), any person or entity other than the Lender taking any step against or in respect of the Debtors or any of the Debtors' affiliates in the manner of making demand for payment, delivering notice of enforcement or legal action, serving any garnishment or requirement/enhanced requirement to pay, obtaining judgment, seizing the Debtors' property;
(C) the Lender acting reasonably deems any of the collateral subject to the Security to be in jeopardy in any manner or form;
(d) the Debtors or any one of them making an assignment in bankruptcy or any other assignment for the benefit of creditors, making any proposal or seeking any relief under the BIA, FDMA, the Business Corporations Act (Alberta), the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), or any other bankruptcy, insolvency or analogous law;
(e) any material adverse change arises to the Debtors, as determined by the Lender in its sole and absolute discretion;
1 (f) any person or entity other than the Lender taking any other step described in Section 2.1 hereof; or
(g) 5:00 p.m.(Calgary time) on July 31, 2020 (the "Forbearance Date").
Upon the occurrence of a Termination Event, and subject to applicable law, the Lender shall be at liberty to immediately take any action otherwise precluded under Article 2 hereof.
2.3 Forbearance Extension. If, in the Lender's sole and unfettered discretion, the Lender determines an extension of the Forbearance Date is warranted, the Lender may provide in writing to the Debtors (including by email, facsimile or any other written means), the Lender's confirmation of its agreement to an extension and the date and time the Forbearance Date has been extended to.
NATDOCM471594671V-1 -7-
2.4 Termination Event. Upon the occurrence of a Termination Event:
(a) the Lender may pursue all rights and remedies that the Lender may have in connection with the Debtors, the Lender Documents as the Lender deems appropriate and to the extent permissible by law including, without limitation, applying to have signed and entered the Consent Orders, as defined at Article 3 herein; the appointment of an interim receiver, or a receiver and manager either by instrument or upon application to a court having jurisdiction;
(b) the Debtors shall, unconditionally and irrevocably, provide the Lender with such necessary consents in order to immediately enforce the Security including, without limitation, the consent of the Debtors to the appointment of a receiver, receiver-manager, interim receiver, national receiver, trustee, trustee in bankruptcy, monitor or such like enforcement agent appointed by the Lender under the Security or by virtue of an order of a court of competent jurisdiction, as the Lender may direct, in its sole and unfettered discretion. The Debtors hereby waive any requirements for demands to be made and waive otherwise applicable time periods under common law, the Bankruptcy and Insolvency Act(Canada) and the Personal Property Security Act(Alberta);
(c) the Debtors shall, unconditionally and irrevocably, provide the Lender with such necessary consents consenting to any receiver appointed by Lender or by virtue of a court order to acting as trustee in bankruptcy if the Lender requires the appointment of a trustee.
2.5 Remedies not exhaustive. The foregoing remedies are not exhaustive and the Lender may in its sole discretion, elect to exercise some, none, or all of the foregoing remedies and such remedies may be exercised independently and in any order deemed necessary or advisable by the Lender upon the occurrence or during the continuation of any Termination Event. For greater certainty, the Indebtedness is and remains payable on demand by the Lender.
ARTICLE 3 CONDITIONS PRECEDENT
3.1 Conditions Precedent. The following are conditions precedent to the effectiveness of this Agreement:
(a) the Debtors shall provide to the Lender's solicitors a fully executed PDF copy of this Agreement, all Affidavits of Execution and the Consent Orders, as defined herein by June19, 2020 at 5:00 p.m. (Mountain lime) and provide an in duplicate original executed versions within 10 days of execution;
(b) Crowfoot shall execute and provide a fully executed PDF judgment and in duplicate original executed version within 10 days of execution from the Alberta Court of Queen's Bench providing for judgment as against it for its respective Indebtedness and all accrued and accruing interest, costs, and fees (including legal fees on a solicitor-client, full indemnity basis), duly consented to and in forms acceptable to the Lender, substantially as attached to this Agreement as Schedule "B"(the "Crowfoot Consent Judgment");
(c) Cameron shall execute and provide a fully executed PDF judgment and in duplicate original _J executed version within 10 days of execution from the Alberta Court of Queen's Bench
NATDOCS\4715946711/-1 -8-
providing for judgment as against him for his respective indebtedness owing under the Cameron Guarantee and all accrued and accruing interest, costs, and fees (including legal fees on a solicitor-client, full indemnity basis), duly consented to and in forms acceptable to the Lender, substantially as attached to this Agreement as Schedule "C" (the "Cameron Consent Judgment");
(d) Cameron and Robin shall execute and provide a fully executed PDF judgment and in duplicate original executed versions within 10 days of execution from the Alberta Court of Queen's Bench providing for judgment as against them for their respective indebtedness under the Cameron and Robin Guarantee and all accrued and accruing interest, costs, and fees (including legal fees on a solicitor-client, full indemnity basis), duly consented to and in forms acceptable to the Lender, substantially as attached to this Agreement as Schedule "D"(the "Cameron and Robin Consent Judgment", along with the Crowfoot Consent Judgment and Cameron Consent Judgment, the "Consent Judgments");
(e) Crowfoot shall provide a fully executed PDF and shall deliver to the Lender's solicitors in duplicate an original executed form of Order from the Alberta Court of Queen's Bench, duly consented to by Crowfoot consenting to a Redemption Order in a form acceptable to the Lender, substantially as attached to this Agreement as Schedule "E" (the "Crowfoot Consent Redemption Order").
(f) Cameron shall provide a fully executed PDF and shall deliver to the Lender's solicitors in duplicate an original executed form of Order from the Alberta Court of Queen's Bench, duly consented to by consenting to a Redemption Order in a form acceptable to the Lender, substantially as attached to this Agreement as Schedule "F" (the "Cameron Consent Redemption Order", along with the Crowfoot Consent Redemption Order, the "Consent Redemption Orders").
(g) Crowfoot and Cameron shall provide a fully executed PDF and shall deliver to the Lender's solicitors in duplicate original executed forms of Order from the Alberta Court of Queen's Bench appointing a receiver and manager over all of the undertaking, property, and assets of Crowfoot and Cameron's undertaking, property and assets relating solely to the operation of his farming business, duly consented to by Crowfoot and Cameron and in a form acceptable to the Lender, substantially as attached to this Agreement as Schedule "G"(the "Consent Receivership Order").
3.2 Consent. The Consent Judgments, Consent Redemption Orders, and Consent Receivership Order (hereinafter the "Consent Orders") shall be held by the solicitors for the Lender in trust until the occurrence of a Termination Event at which time:
(a) the Lender, or the Lender's agent, shall be authorized by Crowfoot and Cameron to fill in all blanks appearing in the Consent Redemption Orders as the Lender deems fit in its sole discretion;
(b) the Lender, or the Lender's agent, shall be authorized by the Debtors to fill in all blanks appearing in the Consent Judgments as the Lender deems fit in its sole discretion; provided, however, that the judgment amounts entered shall be limited to the respective Indebtedness, plus any accrued, interest, costs and fees, owing by each Debtor on the date of entry;
NATDOCS1471594671V-1 -9-
(c) the Lender, or the Lender's agent, shall be authorized by•Crowfoot and Cameron to fill in all blanks appearing in the Consent Receivership Order as the Lender deems fit in its sole discretion;
(d) the Lender, or the Lender's agent, in its sole and unfettered discretion and subject to applicable law, shall, after providing four business days notice to the Debtors in writing, be at liberty to bring an Application before the Court of Queen's Bench of Alberta at the Judicial Centre of Calgary to have one or more of the Consent Orders signed by a Justice or Master of the Court of Queen's Bench (an "Application"), and may enter the Order or Orders as soon as convenient thereafter, and the Debtors hereby expressly waive the right to:
i. contest the Application or withdraw their consent thereto.
The Debtors acknowledge and agree that the Lender's unfettered and irrevocable right to exercise the relief as set forth in this Article is a fundamental and essential term of this Agreement and, but for this Agreement, the Lender would have brought proceedings to enforce the remedies contemplated in this Article immediately.
3.3 Judicial Centre. The Debtors acknowledge and agree that any action commenced by the Lender in respect of the Debtors may be started and carried on in the judicial centre of Calgary, Alberta. The Debtors hereby waive any right apply to transfer any judicial proceedings to another jurisdiction.
ARTICLE 4 COVENANTS
4.1 Indebtedness. The Debtors shall continue to observe all of their respective covenants and obligations as are set out in the Lender Documents including, without limitation, to make timely payments and meet all reporting obligations to the Lender in the normal course, including following the maturity date of any of the Credit Agreements in the manner they are required prior to the maturity date.
4.2 Deemed Consent. The Lender may at any time, from time to time, at its sole discretion provide an updated statement of account outlining the current amount of the Indebtedness, at which time:
(a) the Debtors shall have 48 hours to advise the Lender of any dispute they may have with the amount of the Indebtedness(the "Dispute Period")and the particulars of such dispute;
(b) failure to advise the Lender within the Dispute Period, shall be deemed to be an irrevocable acceptance by the Debtors as to the amount of the Indebtedness.
4.3 Proof of Refinancing. The Debtors shall provide term sheets or other evidence of refinancing from a reputable third party lender satisfactory to the Lender in its sole and absolute discretion by June 30, 2020 and said evidence of refinancing shall provide evidence that the Debtors will be able to repay the Indebtedness in full by the Forbearance Date.
4.4 Repayment of Indebtedness. The Indebtedness shall be repaid in full on or before the Forbearance Date.
NATDOCS147159467W-1 -10-
4.5 Provision of Serial numbered goods. Crowfoot and Cameron shall immediately and no later than 24 hours after execution of this Agreement provide a list of all of the serial numbered goods in their possession including providing all serial numbers, makes, years and models.
4.6 Sale/Refinance of Farm Land. The Debtors shall list all of the Lands(as defined and described in this paragraph below) for sale by 11:59 PM (MT) June 22, 2020 and shall provide written listing agreements to the Lender of all of the Lands by 5:00 pm (MT) June 22, 2020. The Debtors shall enter into a signed offer to purchase satisfactory to the Lender in its sole and unfettered discretion by July 24, 2020 or refinancing the Indebtedness secured against the Lands by July 24, 2020. All offer's to purchase shall be submitted to the Lender by the Debtors before being accepted by the Debtors. The sale of the Lands shall be subject to clause 4.20(b) below:
(a) MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS
(b) Firstly
SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
Secondly
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
(the "Lands")
4.7 Additional Security. The Debtors acknowledge and agree no later than five (5) business days after the execution of this Agreement they shall provide the following additional security to the Lender which shall remain in full force and effect and shall be enforceable by the Lender in accordance with the terms and conditions thereof and this Agreement:
(a) an original executed General Security Agreement from Clark charging all present and after- acquired property of Clark in support of repayment of all debts owing by Clark to the Lender, present and future, in a form satisfactory to the Lender;
(b) an original executed limited guarantee from Clark in the amount of $500,000 guaranteeing the Loan Indebtedness howsoever and wheresoever it arises, including all interest, fees, costs (including legal fees on a solicitor and its own client, full indemnity basis) and
NATDOCS\47247809\V-1 -11-
expenses incurred or accruing by the Lender and all other indebtedness owing to the Lender, including as may hereafter be advanced, charged or incurred, the form and content of which shall be acceptable to the Lender's solicitors, together with a Guarantee Acknowledgement Act Certificate regarding the execution thereof;
(c) an original executed Demand Continuing Collateral Mortgage from Clark in the amount of $500,000 over E1/2 of 2-22-19W4 more legally described as:
Firstly
SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
Secondly
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
d) an original executed Subordination Agreement from Robin subordinating any encumbrances she has filed against the Lands, including any Certificate of Lis Pendens, to the Demand Continuing Collateral Mortgage referenced at paragraph 4.7(c) of this Agreement.
4.8 Statutory Declarations. The Debtors acknowledge and agree that no later than five (5) business days after the execution of this Agreement they shall provide to the Lender executed Statutory Declarations (in a form satisfactory to the Lender) setting out all of the Debtors' current property with full particulars, including, but not limited to, the location and ownership of the Debtors' inventory and livestock.
4.9 Continued Payments. Crowfoot shall continue to make its required monthly payments to the Lender towards the Indebtedness as required under the Credit Agreements.
4.10 Prohibition on Debt. The Debtors shall not incur any short or long term debt, except debt incurred which is used to directly repay the Indebtedness, without the written consent of the Lender. Without limiting the foregoing, where the Debtors or any of them require an advance of credit for the payment of amounts set forth in Article 4.15, the Debtors are required to obtain pre-approval for payment of such expenses in writing from the Lender, which approval may be arbitrarily withheld, and it is expressly agreed and understood that any amounts so advanced will form part of the Indebtedness and be secured by the Security.
NATDOCS\47247809\V-1 -12-
4.11 Prohibition on Certain Accounts Payable. Prior to the Forbearance Date, without the prior written consent of the Lender, the Debtors may not make any principal payments to any other lenders arising directly, indirectly or otherwise from the Lender's collateral or from the proceeds the Lender's collateral, except for normal trade credit payments made in the ordinary course of business and regularly scheduled payments under indebtedness existing as of the date of this Agreement.
4.12 Prohibition on Shareholder Loans. Prior to the Forbearance Date, without the prior written consent of the Lender, the Debtors will not make any principal payments on shareholder loans, any interest payments on shareholder loans or pay any dividends or any other distributions to shareholders.
4.13 Costs. The Lender's costs and expenses (including legal fees on a solicitor and his own client, full indemnity basis) in connection with the preparation and enforcement of this Agreement shall become part of the Indebtedness, and the Debtors jointly and severally agree and acknowledge that they are liable to the Lender for those costs and that such liability is secured by the Security and Guarantees.
4.14 No Writs etc. The Debtors shall ensure that no new writs, executions, attachments, receivership proceedings, or proceedings under any bankruptcy, insolvency, reorganization, winding-up or similar legislation, are instituted against them or any of their assets.
4.15 Priority Payments. In respect of priority payments, the Debtors represent, warrant, covenant, and agree that:
(a) from and after the date of this Agreement they will remit, in accordance with legal requirements, (i) any statutory deemed trust amounts or other amounts in favour of the Crown in Right of Canada or of any province that are required to be withheld or deducted, including, but not limited to including, without limitation, amounts in respect of employment insurance, Canada Pension Plan, and income taxes; (ii) amounts payable in respect of Workers' Compensation, employment insurance, Canada Pension Plan, and income taxes with respect to employees; and (iii) all goods and services or sales taxes payable by it or its customers in connection with the retail sale of goods and services by it to such customers;
(b) all remittances and payments described in subparagraph (a) are, as of the date hereof, current and in good standing or arrangements have been made to bring such remittances and payments into good standing;
(c) the Debtors shall provide to the Lender at any time at the request of the Lender, a certificate or other evidence, in form and substance acceptable to the Lender, certifying that (i) the remittances and payments described in subparagraph (a) are in good standing as of the date designated in the Lender's request.
4.16 Current Reporting. The Debtors will meet and maintain all ongoing reporting requirements set out in the Lender Documents.
4.17 Additional Reporting. In addition to their current reporting requirements under the Lender Documents, the Debtors shall provide the Lender by 5 P.M.(Mountain Time) on June 26, 2020,
NATDOCS\47247809W-1 -13-
July 3, 10, 17 and 24, 2020 a written update detailing their refinancing and repayment activities, including:
i. a description of other lenders, third party financiers or third parties that have been approached; ii. steps taken to obtain new financing; iii. responses from other lenders, third party financiers or third parties in response to the Debtors seeking new financing; iv. all documentation available evidencing the above reporting, including any Letters of Intent from third parties; v. all appraisals of the real properties in which the Debtors have granted mortgages for the benefit of the Lender; vi. any other information material to the Debtors' new financing endeavours.
4.18 Provision of Information. The Debtors covenant and agree to provide the Lender, forthwith upon request, with such other and further information that the Lender may reasonably request, including but not limited to, the financial information required to be provided under Lender Documents and this Agreement. The Debtors shall also provide within 48 hours days of the execution of this Agreement:
a) Details as to the contractual relationship between Crowfoot and Western Tractor with respect to the 2019 Macdon FD 135 header and the contracts and documentation reflecting the contractual relationship.
4.19 Access to Property. The Debtors undertake and agree to provide the Lender, its designated agents or employees with reasonable access to their property without notice.
4.20 No Sale of Other Property. The Debtors acknowledge and agree that:
(a) subject to the terms of this Agreement, no property which is the subject of the Security be sold by the Debtors outside the ordinary course of business without the express written permission of the Lender;
(b) should any property which is the subject of the Security, or any part thereof, be sold or conveyed that all proceeds of such sale shall be forthwith paid to the Lender to be applied in payment of the Indebtedness;
(c) they shall not grant any additional security or charges to any other party in priority to the Lender, including without limitation purchase money security interests or mortgages, without the express consent in writing of the Lender;
(d) they shall give the Lender prompt written notice of the happening of any event which could adversely affect or impair the ability of the Lender to collect the Indebtedness or affect or impair the ability of the Lender to realize on the Security, or which may result in a material adverse change to the Debtors' operations and/or financial position.
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ARTICLE 5 FORBEARANCE FEE
5.1 Fee. As consideration for this Agreement, the Debtors jointly and severally agree to pay the Lender a Forbearance Fee in the amount of $5,000 (the "Forbearance Fee"), the Debtors agree that they will directly pay the Lender the Forbearance Fee or the Lender may debit the Debtors accounts with the Lender to pay the Forbearance Fee, and the Forbearance Fee shall thereby become part of the Indebtedness, be subject to the Credit Agreements and Guarantees, and be secured by the Security. The Forbearance Fee shall be due and payable immediately upon the execution of this Agreement and shall be deemed to have been earned by the Lender upon execution of this Agreement.
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
6.1 The Debtors hereby represent, warrant and agree that:
(a) Crowfoot is validly existing and in good standing under the laws of their governing jurisdiction, they are duly registered in all other jurisdictions where the nature of their property or character of their businesses require registration and have all necessary power and authority to own their properties and carry on their business as presently carried on or as contemplated by this Agreement;
(b) Crowfoot has full power, legal right and authority, and have taken all necessary action to be authorized, to enter into this Agreement and do all such acts and things as are required by this Agreement to be done, observed or performed in accordance with the terms hereof;
(c) none of the authorizations, executions or deliveries of this Agreement is in conflict with or contravention of Crowfoot's articles, by-laws, other organization documents or resolutions of Crowfoot's directors, shareholders, partners or trustees or the provisions of any other indenture, instrument, undertaking or other agreement to 1 which they are a party or their properties or assets are bound.
(d) other than the Existing Defaults, no Termination Events are occurring under the Lender Documents.
6.2 Survival. The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement notwithstanding any investigations or examinations which may be made by or on behalf of the Lender, and the representations and warranties in connection with the Lender Documents shall survive until the Lender Documents have been terminated in accordance with their respective terms.
_J ARTICLE 7 TOLLING
_J 7.1 The Debtors each agree that:
(a) the Lender's rights shall not be affected in any way by the passage of any applicable limitation periods during the period beginning on the date of this Agreement and ending on the occurrence of a Termination Event (the "Standstill Period"), including, without limiting
NATDOCS\47247809W-1 -15-
the generality of the foregoing, the limitation periods provided by the Limitations Act, RSA 2000 c L-12(the "Limitations Act(Alberta)") and the limitation periods provided under the Alberta Rules of Court, Alta Reg 124/2010 (all of the foregoing limitation periods being collectively the "Limitation Period");
(b) for greater certainty, and in addition, in defence to any subsequent proceedings brought by the Lender against a Debtor, no Debtor shall rely in any way, to the detriment of the Lender, on the passage of time during the Standstill Period, and the time that passes during the Standstill Period shall be deemed not to have passed in respect of the computation of any Limitation Period; and
(c) the Lender and Debtors agree that this Agreement is an agreement within the meaning of sections 7 and 9 of the Limitations Act(Alberta) and rule 4.33(1)(a) of the Alberta Rules of Court.
ARTICLE 8 RETENTION OF CONSULTANTS
7.2 Liability for Agents' Fees. The Debtors acknowledge and agree that they will be liable for the payment of the reasonable and documented fees, disbursements, and costs of any agents engaged by the Lender and that these fees shall form part of the Indebtedness, be subject to the Guarantees and be secured by the Security.
7.3 Lender May Pay Agents and Debit Debtors' Accounts. The Debtors agree that the Lender may pay the reasonable and documented fees, disbursements, and costs of the Lender's agents and thereafter debit the Debtors' accounts maintained with the Lender, thereby increasing the Indebtedness owing by the Debtors to the Lender by the amount of such fees, disbursements, and costs, and all such amounts will be added to the aggregate Indebtedness owing by the Debtors to the Lender, and will be subject to the Lender Documents.
ARTICLE 9 MISCELLANEOUS
7.4 Confidentiality. Save and except as provided for in this Agreement, the Debtors acknowledge and agree that the existence and terms of this Agreement constitute privileged and confidential information and the Debtors shall not by any means whatsoever disclose, transmit, release, publish or disseminate to any other person in any fashion directly or indirectly the existence or any of the terms of this Agreement save and except:
(a) As required by law;
(b) As may be reasonably required for accounting and income tax purposes; or
(c) The prior written consent of the Lender.
7.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and may not be amended or modified except by written consent executed by all parties.
NATDOCS\47247809W-1 -16-
7.6 Rights Cumulative. The parties agree that all the rights and remedies of the Lender hereunder and under any agreement delivered pursuant hereto are cumulative and are in addition to, without prejudice to and shall not be deemed to exclude, any other right or remedy allowed to the Lender hereunder or any agreement delivered pursuant hereto or under the Lender Documents, except as specifically set out herein.
7.7 Idem. The parties agree that all rights and remedies of the Lender may be exercised concurrently.
7.8 Lender's Records. The Debtors acknowledge that the Lender's records shall constitute prima facie proof of the Indebtedness, payments made and interest accrued.
7.9 Communication by the Lenders. Each Debtor hereby waives its rights to confidentiality in respect of all communications the Lender has in favour of, and hereby authorizes the Lender, and its agents, to communicate with any shareholders, guarantors, creditors of the Debtors, suppliers of the Debtors, parties interested in providing financing to the Debtors, parties interested in purchasing assets of the Debtors or the Lender's security and position, and professionals retained by any of the foregoing parties (collectively, the "Interested Parties") and each Debtor shall provide such waivers and consents as may be required to ensure that the Interested Parties can fully and frankly discuss with the Lender all matters related to the Debtors.
7.10 Management of Lender's Financial Risk. Each Debtor hereby acknowledges and agrees that the implementation and performance of this Agreement is to facilitate the Lender's management of its financial risk and to facilitate the Debtors' efforts to retire the Indebtedness and does not constitute any form of management or control over any of the Debtors' assets or operations.
7.11 Legal Advice. Each Debtor acknowledges and represents having carefully read this Agreement, knowing and understanding its contents, receiving all information and advice required, including independent legal advice, relating to the Lender Documents, this Agreement, and the credit arrangements between the Debtors and the Lender generally, or expressly hereby waives the right to same, and in this regard: (a) acknowledges and consents to this Agreement; (b) voluntarily accepts the terms and conditions herein and (c) agrees to be bound by the provisions of this Agreement.
7.12 Confirmation. Each Debtor acknowledges receiving valuable consideration (the adequacy and sufficiency of which is specifically acknowledged) for their obligations hereunder and agrees that none of:
(a) the terms of this Agreement; nor
(b) any failure by the Lender to insist upon strict performance or observance of the requirements of its rights set forth in this Agreement, Lender Documents, or any waiver or amendment by the Lender of any such requirements;
shall prejudice the Lender's rights under any or all of the Lender Documents and this Agreement, nor shall sustain or constitute any defence or estoppel in favour of the Debtors in respect of enforcement the Lender Documents and this Agreement.
7.13 Time of the Essence. Time shall be of the essence in this Agreement.
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7.14 Notices. Any notices under this Agreement may be delivered by courier or email transmission to the parties at the addresses set forth below and, where so given, shall be deemed received by the recipient on the same business day as delivered or transmitted if delivered or transmitted prior to 3:00 p.m.(Calgary time), otherwise on the next business day:
if to the Lender:
Royal Bank of Canada 5th Floor, 335 8th Ave SW, Calgary, AB T2P 1C9 Attention: Arnold Masson E-mail: [email protected]
with a copy to:
Dentons Canada LLP 15 Flr-850 2 Street SW Calgary, AB T2P OR8 Attention: Sam Gabor Email: [email protected]
if to the Debtors:
Crowfoot Land & Livestock Corporation do Crowfoot Land & Livestock Corporation and James Cameron Clark
P.O. Box 326 Bassano Alberta, TOJ OBO Attention: James Cameron Clark Email: [email protected]; [email protected]
Robin Elaine Clark 214084 TWP Rd 20 Wheatland County, AB Email: robinclark.bizadmail.conn
7.15 Applicable Law. This Agreement shall be governed by the laws of the Province of Alberta and the parties hereby attorn to the non-exclusive jurisdiction of the courts of competent jurisdiction in the Province of Alberta located in the judicial district of Calgary.
7.16 No Amendment. Save as expressly provided in this Agreement, nothing in this Agreement is intended to alter, amend, modify or limit the existence or the effectiveness of any agreement between the Debtors, including, without limitation, the Lender Documents.
7.17 Interpretation and Headings. In this Agreement:
(a) headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(b) words importing the singular number include the plural and vice versa, and words importing U gender include masculine, feminine and neuter;
NATDOCS147247809W-1 -18-
(c) references to "herein", "hereunder", and similar expressions shall be a reference to this Agreement and not to any particular section;
(d) reference to a statute shall be deemed to refer to such statute and the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding such statute or the regulations made pursuant thereto; and
(e) unless otherwise noted, all references to "Article" refer to an article, sub-article, paragraph or sub-paragraph of this Agreement, as the case may be.
7 7.18 Conflict. In the event that there is any conflict between the provisions of this Agreement and the Lender Documents, the provisions of this Agreement shall govern to the extent of the conflict.
7.19 Currency and Time References.
(a) Unless otherwise noted, all references to currency shall be deemed to refer to Canadian Dollars.
(b) Unless otherwise noted, all references to time shall be deemed to refer to Calgary, Alberta local time.
7.20 Severabilit . If any provision of any of this Agreement, Lender Documents or any part thereof is found or determined to be invalid, illegal or unenforceable, such provision shall be severable and the remainder of this Agreement and the Lender Documents, as the case may be, shall be construed as if such invalid, illegal or unenforceable provision or part had been deleted therefrom.
7.21 No Waiver. No provision of this Agreement shall be deemed waived by any course of conduct unless such waiver is in writing and signed by all parties, specifically stating that it is intended to modify this Agreement.
7.22 No Prior Waivers, Reinstatement or Release by Lender. Except as expressly set forth herein, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create any obligation to make any further extensions of credit or to continue to defer any enforcement action after the occurrence of any Termination Event (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreements or the Security, as the case may be, (iii) amend, modify or operate as a waiver of any provision of the Lender Documents, as the case may be, or any right, power or remedy of the Lender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction (v) constitute a course of dealing or other basis for altering the Lender Documents or any other contract or instrument. Except as expressly set forth herein, the Lender reserves all of its rights, powers and remedies under the Lender Documents and applicable law. All of the provisions of the Lender Documents, including without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, are hereby reinstated. This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Lender Documents, as the case may be.
7.23 Perfection of Security. All security interests in favour of Lender shall be registered or perfected in all such jurisdictions and against all such trade names as may be required, in the reasonable
NATDOCS\47247809\V-1 -19-
opinion of the Lender or its counsel, to preserve and protect the enforceability and priority of the Credit Agreements and the Security.
7.24 Non-Performance of Covenants. if any Debtor fails to perform any of its covenants or agreements hereunder, the Lender may itself, but shall not be obliged to, perform or cause to be performed the same and all reasonable expenses incurred or payments made by the Lender in so doing shall be paid by the Debtor to the Lender forthwith upon demand. Any such expenses or payments remaining unpaid after demand shall bear interest at the rates agreed to pursuant to the Lender Documents, or this Agreement, as the case may be,from the date such expense or payment was incurred or made by the Lender until paid and shall be added to the Indebtedness and secured by the Security.
7.25 Successors and Assigns. This Agreement and Lender Documents shall be binding and enure to the benefit of each of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
7.26 Assignment. The Debtors shall not assign any of their rights or obligations hereunder or thereunder, as the case may be, without the prior written consent of the Lender (which consent may be arbitrarily withheld). The Lender may, in its absolute discretion, assign, without notice to the Debtors and without the consent of the Debtors, to an assignee of its own choosing all or any interest of the Lender in all or any of the Lender Documents and this Agreement, and any document, security, Judgment or Court Order granted or arising pursuant to this Agreement.
7.27 Assurances. The parties hereby covenant and agree to do such further and other things that the other party may reasonably request to give full or better effect to the provisions of this Agreement.
'Remainder of Page left bank — Signature page below"
1
9
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7.28 Execution. This Agreement may be executed in counterparts and delivered via emailed PDF (with duplicates to follow by ordinary post or delivery), and all counterparts when take together, shall constitute one Agreement.
IN WITNESS WHEREOF the parties hereto have executed these presents effective the date first above written.
ROYAL BANK OF CANADA
Per: Name: Title:
CROWFOOT LAND & LIVESTOCK CORPORATION Per: Name: Title:
I have authority to bind the corporation.
Per:
Name: Title:
I have authority to bind the corporation.
ROBIN ELAINE CLARK
Ply•
Robin Elaine Clark Name: Ian T. Walker Barrister & Solicitor
JAMES CAMERON CLARK By: Witness: James Cameron Clark Name:
NATDOCS1471594671V-1 -20-
7.28 Execution. This.Agreement may be executed in counterparts and delivered via emailed PDF (with duplicates to follow by ordinary post or delivery), and all counterparts when take together, shall constitute one Agreement.
IN WITNESS WHEREOF the parties hereto have executed these presents effective the date first above written.
ROYAL BANK OF CANADA
Per: Name: Akyvoi-,/) /11 f3 Title: g T.,N1 o
CROWFOOT LAND & LIVESTOCK CORPORATION Per: Name: Title:
7 I have authority to bind the corporation. Per:
Name: .J Title:
I have authority to bind the corporation.
ROBIN ELAINE CLARK By: Witness: Robin Elaine Clark Name: Ian T. Walker Barrister & Solicitor
JAMES CAMERON CLARK By: Witness: James Cameron Clark Name:
NATDOCS1471594671V-1 -20-
and delivered via emailed PDF (with 7.28 Execution. This Agreement may be executed in counterparts when take together, shall duplicates to follow by ordinary post or delivery), and all counterparts constitute one Agreement.
these presents effective the date first above written. -n IN WITNESS WHEREOF the parties hereto have executed
ROYAL BANK OF CANADA
Per: Name: Title:
CROWFOOT LAND & LIVESTOCK CORPORATION Per: kJ Name: E5 Title:
I have authority to bind the corporation.
Per:
Name: 17E3 C Title:
I have authority to bind the corporation.
ROBIN ELAINE CLARK Witness: By: Robin Elaine Clark Name:
1
_J JAMES CAME ON CLARK feb, By: Witness: ames Cameron Clark Name: /evteve41Ai
NATDOCS\47159467\V-1 -21-
AFFIDAVIT OF EXECUTION
1_tL ) I, i gin elk CANADA ) of the of aleGtkiet It tit , ) PROVINCE OF ALBERTA , in the Proving of Alberta, SAY: ) MAKE OATH AND TO WIT: ) Clark, named in the within Forbearance 1. I was personally present and did see James Cameron Corporation., who on the basis of Agreement, on behalf of himself and Crowfoot Land & Livestock therein, duly signed and executed identification provided to me I believe to be the person named the same.
of 6(bak-S. , in the Province of 2. Tha the same was executed at the , and that I am the subscribing witness thereto. ibertA• at least the full age of eighteen (18) years. 3. That I believe the person whose signature I witnessed is
Sworn before me at Oft(A5 ) Province of jA,-( , this kok ) in the, day of ,„.‘ 1,, -„„k , 2020. ) ) ) \U` ) a)- ) A Commissioner 'Ior Oaths in and for Alberta MACGILLNRAY €.-votom- FIONA (print name of witness) Commission Expires My _3k; October 3, 1. 0-
NATDOCS\47159467\V-1 -22-
AFFIDAVIT OF EXECUTION
) I, )aC\ CAV__C C , CANADA ) of the C VA-C\ of (silockx\-)e. Cfk , PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) 1. I was personally present and did see Robin Elaine Clark, named in the within Forbearance Agreement, on behalf of herself and Crowfoot Land & Livestock Corporation, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. That,the §ape was executed at the C k of -5CCCVS , in the Province of , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at (,‘..--()(4- ) in the Province of n \Vx, , this )9 ) day of .YX-10.- , 2020. ) ) ) ) ) T. Walker A Commission r for •aths in and fir Alberta {an Barrister & (print name of witness) JENNIFER PASKALL Cornmissioner for Oaths In and for Alberta Commission Expiry: April Z8, 2-3
NATDOCS147159467W-1 -23-
SCHEDULE "A" — LENDER DOCUMENTS
Credit Facilities Agreement, dated March 20, 2018;
Royfarm Mortgage Loan Agreement, dated April 18, 2016;
Royfarm Mortgage Loan Agreement, dated April 18, 2018;
Credit Facility Agreement, dated July 22, 2019;
Amending Agreement, dated September 23, 2019;
Amending Agreement, dated September 25, 2019;
Royal Bank Visa Business Card Agreement, dated September 20, 2010;
Credit-Card Credit Limit Increase, dated April 12, 2016;
Master Lease Agreement, dated October 12, 2017;
7 i Leasing Schedule, dated October 12, 2017;
General Security Agreement provided by Crowfoot Land & Livestock Corporation, charging all present and after acquired personal property;
Mortgage given by Crowfoot Land & Livestock Corporation securing the lands legally described 1 as: MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS
Mortgage given by James Cameron Clark securing the lands legally described as:
Firstly
SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS _J AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
Secondly
SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS
NATDOCS\47247809\V-1 -24-
EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
Chattel Mortgage provided by Crowfoot Land & Livestock Corporation charging Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0HU059027;
1 Chattel Mortgage provided by Crowfoot Land & Livestock Corporation charging 2018 John Deer T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938;
Notice of Intention, dated September 14, 2010;
Assignment Under Section 427 of Bank Act, dated October 1, 2010;
Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and or Bill of Lading, dated October 1, 2010;
Agreement as to Loans and Advances and Security Under Section 427 of the Bank Act, dated October 1, 2010;
Guarantee provided by James Cameron Clark and Robin Elaine Clark, jointly and severally, in support of Crowfoot Land and Livestock Corporation in the amount of $535,000.00;
Guarantee provided by James Cameron Clark, in support of Crowfoot Land and Livestock Corporation in the amount of $735,000.000;
Assignment and Postponement of Claims provided by James Cameron Clark;
Assignment and Postponement of Claims provided by Robin Elaine Clark;
all as have been or may be amended from time to time.
7
NATDOCS\47247809W-1 -25-
SCHEDULE "B"- CONSENT JUDGMENT(Crowfoot)
J
NATDOCS1471594671V-1 -26-
Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P 0R8
Attn:Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff') AND UPON noting the consent as to form and content of the Defendant Crowfoot Land & Livestock Corporation endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of $ , as against the Defendant Crowfoot Land & Livestock Corporation.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendant Crowfoot Land & Livestock Corporation.
NATDOCS1471594671V-1 -27-
3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest Act, RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content Crowfoot Land & Livestock Corporation this g day of , 2020 Per: Witness: Name: Name: Title: Ian T. Walker Barrister & Solicitor I have authority to bind the corporation.
Per: Witness: Name: Name: Title: I have authority to bind the corporation.
NATDOCS\47159467W-1 -27-
with the provisions of the Judgment Interest Act, 3. Interest is awarded post-judgment in accordance RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content Crowfoot Land & Livestock Corporation this / day of r /LA) , 2020 Witness: Per: (6477 _aP 0-1.14, 5Q AvV.,ePiti ti_A-X.-1 - Name: Name: Title: 4) s. ..r 0:1-;/&71. I have authority to bind the corporation.
Witness: Per: av? cLfii-(k=,em., Name: Name: „Th Title: 1 I have authority to bind the corporation.
_J
NATDOCS147159467W-1 -28-
AFFIDAVIT OF EXECUTION
) Ve- et(ve-lix LAI.C CANADA ) of the of al A4 ,'.Z Vat , ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) Clark, named in the within Consent 1. I was personally present and did see James Cameron on the basis of identification Judgment, on behalf of Crowfoot Land & Livestock Corporation., who and executed the same. provided to me I believe to be the person named therein, duly signed
a(bdr-5 , in the Province of 2. That the same was executed at the e1 of the subscribing witness thereto. kati+A , and that I am the full age of eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least
Sworn before me at UTA CA)Vc.) ) in the Province of , this lc:\ ) day of ---c-LL , 2020. ) ) ) ) ) A Commissioner for Oaths in and for Alberta MAGMLNFIT.N 6vt/It" 1--(A,k FIONA (print name of witness) Oortrkmission E'xpires 5/I4 - ):)G' October3,
NATDOCS\47159467W-1 -29-
AFFIDAVIT OF EXECUTION
) I, )an r'OAN C , CANADA ) of the 0\ A -CA of WCVE ) PROVINCE OF ALBERTA , in the Province of Alberta, ) MAKE OATH AND SAY: TO WIT: ) 1. I was personally present and did see Robin Elaine Clark, named in the within Consent Judgment, on behalf of Crowfoot Land & Livestock Corporation, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. Thac pe same was executed at the of itCVS in the Province of Pt ue r , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at CIA. 4 Bira5 ) in the Province of A , this ) day of , 2020. ) ) ) ) ) Ian T. Walker missioner Oaths in and for Alberta Banister & Solicitor
(print name of witness) JENNIFER PASKALL Commissioner brOath3 kit and for Atwirta Cora, „ witin
NATDOCS\47159467\V-1 -30-
SCHEDULE "C" — CONSENT JUDGMENT(Cameron)
A
42747701_11 NATDOCS NATDOCS1471594671V-1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn:Sam Gabor Ph. (403)268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff') AND UPON noting the consent as to form and content of the Defendant James Cameron Clark endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of$ , as against the Defendant James Cameron Clark.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendant James Cameron Clark.
42747701_1INATDOCS NATDOCS471594671V-1 -32-
of the Judgment Interest Act, 3. Interest is awarded post-judgment in accordance with the provisions RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this /7 day of C.7-1-( /U6 , 2020.
Witness: By: Iburl (I mes Cameron Clark Name:
42747701_1INATDOCS NATDOCS\47159467\V-1 -33-
AFFIDAVIT OF EXECUTION
) Ke-vvidit J (-JO , CANADA ) of the of afr-tIAJ:.z_ ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) Clark, named in the within Consent 1. I was personally present and did see James Cameron I believe to be the person named Judgment, who on the basis of identification provided to me therein, duly signed and executed the same.
of Prods(4- , in the Province of 2. T t the same was executed at the C t Llect6'- , and that I am the subscribing witness thereto. the full age of eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least
1). Sworn before me at DIOCk-S in the Province of A day of , 2020.
/i4/. kor4AJ ) A Commissioier for Oaths in and for Alberta , FIONA MACGILLIVRg K6eterc-fl Expires (print name of witness) My Commission October 3, 'poi,:
42747701_1INATDOCS NATDOCS147159467W-1 -34-
SCHEDULE "D" — CONSENT JUDGMENT(Cameron and Robin)
-I,
J
_J
42747701_1INATDOCS NATDOCS147159467W-1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. i Calgary, Alberta T2P OR8 Attn: Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff') AND UPON noting the consent as to form and content of the Defendants James Cameron Clark and Robin Elaine Clark endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of$ , as against the Defendants James Cameron Clark and Robin Elaine Clark, jointly and severally.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendants James Cameron Clark and Robin Elaine Clark, jointly and severally.
42747701_11NATDOCS _., NATDOCS147159467W-1 -36-
3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest Act, RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this day of , 2020.
By: Witness:
James Cameron Clark Name:
Consented as to Form and Content Robin Elaine Clark this day of , 2020.
Witness: Ian T. Walker Robin Elaine Clark Name: Barrister & Solicitor
42747701_11 NATDOCS NATDOCS\47159467W-1 -36-
of the Judgment Interest Act, 3. Interest is awarded post-judgment in accordance with the provisions RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this N day of St.t/Le., 2020.
By: Witness: z mes Cameron Clark Name: K-enne=r4 LAc 1
Consented as to Form and Content Robin Elaine Clark this day of , 2020. 1 Witness:
Robin Elaine Clark Name:
1
42747701_1INATDOCS NATDOCS147159467W-1 -37-
AFFIDAVIT OF EXECUTION
) KeAftc,-1-4 , CANADA ) of the of (4e414.A.40 •••-tuf-- , ) PROVINCE OF ALBERTA in the Province of Alberta, 1 ) ) MAKE OATH AND SAY: TO WIT: ) Clark, named in the within Consent 1. I was personally present and did see James Cameron 1 believe to be the person named Judgment, who on the basis of identification provided to me I therein, duly signed and executed the same.
of .2)4561,4 , in the Province of 2. ThNhe same was executed at the ar \99A-4 , and that I am the subs *bing witness thereto. the full age of eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least
Sworn before me at g-f-014-`3 in the Province of 14(L ).. , this ci _ day of St , 2020.
1 A Commissioner for Oaths in and for Alberta FIONA MACGILLIVAAY Expirs (print name of witness) My Commission October 3;
42747701_1INATDOCS NATDOCS\47159467\V-1 -38-
AFFIDAVIT OF EXECUTION
I, \\(CtLk-c--( CANADA ) VW\ ) of the CALA of V II Ikibe th ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) 1. I was personally present and did see Robin Elaine Clark, named in the within Consent Judgment, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. That the vme was executed at the of , v((C-\*S , in the Province of \Ve , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at C0 "V- ) in the Pr vince of PAY)e , this let ) day of c , 2020. ) ) ) ) ) Walker A Commissioner r Oaths in and for AI erta Ian T. Barrister & Solicitor
(print name of witness) JENNIFER PASKALL Corm loner for Oa vs In and far Alberta Conmtbatim Expiry; AVM 2O-1-1-1
42747701_1INATDOCS NATDOCS\47159467\V-1 -39-
SCHEDULE "E"- CONSENT REDEMPTION ORDER (Crowfoot)
1
J
1
42747701_1INATDOCS NATDOCS447159467W-1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
J PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT REDEMPTION ORDER - LISTING
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P ORS
Attn: Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff"), and upon reading the statement of claim, the affidavit of default, the certified copy of title, the affidavit of value and valuator's report; and upon hearing counsel for the Plaintiff and upon noting the consent as to form and content of the defendant Crowfoot Land & Livestock Corporation and the affidavit of execution thereon; and upon
no one appearing for the defendant
hearing from the defendant
hearing from counsel for the defendant;
42747701_1INATDOCS NATDOCS4471594671V-1 IT IS HEREBY ORDERED AND DECLARED THAT:
1. The Plaintiff is granted Summary Judgment against the defendant Crowfoot Land & Livestock Corporation (the "Defendant").
2. In this order the mortgaged lands are the following:
(a) MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 7 QUARTER SOUTH WEST EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME AREA 64.7 HECTARES (160) ACRES MORE OR LESS
(collectively "Mortgaged Lands")
3. The mortgages described in the statement of claim are valid and enforceable mortgages over the Mortgaged Lands.
4. There is outstanding, due and owing to the plaintiff under the mortgages the sum of $ , as at the day of , 2019 (as set forth in the statement of secured indebtedness which is attached to this Order), plus costs on a solicitor and client basis as worded in the mortgages, plus interest thereafter at the mortgage rate, plus other amounts chargeable under the mortgages (the "Indebtedness"). Prior to the entry of this order the assessment officer shall check the amounts claimed in the statement of secured indebtedness, including the particulars provided in the affidavit of default and the plaintiffs calculations. If the assessment officer returns this order unentered then the plaintiff may either submit a corrected order or seek the advice and direction of the court. The requirement for service of documents prior to entry of this order, set out in Rule 9.35(1)(a), is hereby waived.
5. The Defendant and subsequent encumbrancers have one month from service of this order upon them to apply to vary the amount declared owing pursuant to the preceding paragraph with respect to any amounts not disclosed in the affidavit of default served in support of the application for this order.
6. The Defendant or anyone else entitled to do so shall have until sixty (60) days from the date of service of this order upon the Defendant (the "Redemption Date") to repay the Indebtedness, failing which the Mortgaged Lands shall be offered for sale in the manner described in the judicial listing agreement attached to this order. Subject to further Order of the Court, and subject to paragraph 12 of this order, this Action is stayed until the Redemption Date.
7. If the Defendant, or anyone entitled to do so, repays the indebtedness prior to the Mortgaged Lands being sold or foreclosed in these proceedings, then the plaintiff shall provide to the person who paid the Indebtedness, at the election of such person, either a registrable discharge of the mortgages, or a registrable transfer of the mortgages.
42747701_11NATDOCS NATDOCS4471594671V-1 -42-
8. Provided that the mortgages has not matured, if the Defendant, or anyone entitled to do so, pays all arrears owing under the mortgages, including solicitor and client costs as worded in the mortgages, then this Action is stayed so long as payments under the mortgages remain current
9. If the Indebtedness has not been repaid by the Redemption Date then the Mortgaged Lands shall be listed for sale with a licensed real estate agent (the "Realtor") to be selected at the sole discretion of the plaintiff, upon the terms and conditions mentioned in the directions to realtor attached to this order.
10. The Realtor shall be entitled to post a "FOR SALE" sign of the type customarily posted by a realtor at a conspicuous location on the Mortgaged Lands, which sign shall remain during the period of the judicial listing and shall not be interfered with by any person.
11. During the period of the judicial listing ordered herein, the Defendant and any person in possession of the Mortgaged Lands shall cooperate with the Realtor, and shall allow access to the Mortgaged Lands to the Realtor, any representative of the Realtor, any other realtor approved by the Realtor, and any prospective purchaser, upon receiving (24) hours written notice given by the Realtor for a viewing between 8:00 A.M. and 8:00 P.M. The written notice may be posted on the front door of the premises located on the Mortgaged Lands. 1 12. Any and all other real estate listings relative to the Mortgaged Lands shall be cancelled during the period of the judicial listing ordered herein.
13. If the Mortgaged Lands become vacant or abandoned during the course of this action then the Plaintiff may enter the Mortgaged Lands for the purpose of doing any and all things necessary to preserve them, and the Plaintiff shall not be considered a mortgagee in possession or trespasser.
14. With respect to the annexed statement of secured indebtedness:
a) where nothing is claimed with respect to a listed category, the word "nil" shall be inserted opposite, and,
b) where amounts are claimed for any of items 4 through 12, documents substantiating such claims shall be provided in affidavit form to the assessment officer for review prior to the entry of this order.
_J 15. Service of this order and all subsequent documents in this action may be served upon the Defendant by email at [email protected] and service shall be deemed effective the day email is sent.
42747701_1INATDOCS NATDOCS1471594671V-1 -43-
16. The Plaintiff is awarded costs of this action on a solicitor and own client basis as worded in the mortgages having regard to the Fee and Disbursement Guideline. The costs shall be assessed without notice where:
a) The Defendant has not filed a Statement of Defence or a Demand for Notice, or appeared at the application where this order was granted, or
b) The Defendant has been provided with the proposed Bill of Costs (by mail or email to the Defendant's last known address) and has not provided the Plaintiffs counsel, within 15 days of the mailing or emailing, with notice that the Defendant objects to the Bill of Costs,
otherwise the costs shall be assessed on notice pursuant to Rule 10.37.
MASTER IN CHAMBERS
Consented as to Form and Content Crowfoot Land & Livestock Corporation this i Di day of k , 2020 Per: Witness: Name: Name: Ian T. Walker Title: Barrister & Solicitot I have authority to bind the corporation.
Per: Witness: Name: Name: Title: I have authority to bind the corporation.
42747701_11 NATDOCS NATDOCS\47159467\V-1 -43-
client basis as worded in the 16. The Plaintiff is awarded costs of this action on a solicitor and own costs shall be assessed mortgages having regard to the Fee and Disbursement Guideline. The without notice where:
Notice, or appeared a) The Defendant has not filed a Statement of Defence or a Demand for at the application where this order was granted, or
(by mail or email to the b) The Defendant has been provided with the proposed Bill of Costs within 15 Defendant's last known address) and has not provided the Plaintiffs counsel, of Costs, days of the mailing or emailing, with notice that the Defendant objects to the Bill
otherwise the costs shall be assessed on notice pursuant to Rule 10.37.
MASTER IN CHAMBERS
Consented as to Form and Content Crowfoot Land & Livestock Corporation this I' day of ,,ru_kg , 2020 Per: Witness: 01/0 Name: 5f a/4 Name: Title: I have authority to bind the corporation.
Per: Witness: /4,1iptr=S C1141M7e/4.) Name: Name: nar-tta, 1-0ICI Title: I have authority to bind the corporation.
42747701_1INATDOCS NATDOCS\47159467 \V-1 -44-
AFFIDAVIT OF EXECUTION
I, K6Ai1eA LA)teS" CANADA of the i of , PROVINCE OF ALBERTA in the Provin of Alberta, MAKE OATH AND SAY: TO WIT:
Land & Livestock 1. I was personally present and did see James Cameron Clark on behalf of Crowfoot Corporation named in the within Consent Redemption Order, who on the basis of identification provided to me I believe to be the personspersonas named therein, duly signed and executed the same.
, in the Province of 2. Th t the same was executed at the of ?lbcSk-4- , and that I am the substfibing witness thereto.
eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least the full age of
Sworn before me at PI u165 in the Province of frA , this V { day of -TT ,2020.
tA j\ A CommissiOner for Oaths in and for Alberta MAGGILLIVR.P, IONA <1‹.64 n-e-tt" LW s F Commission Expire My (print name of witness) October 3,
42747701_1 INATDOCS NATDOCS\47159467\V-1 -45-
AFFIDAVIT OF EXECUTION
\Cti\ , CANADA of the .\- of i`i\ecVc(n-e*Q PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT:
1. I was personally present and did see Robin Elaine Clark on behalf of Crowfoot Land & Livestock Corporation named in the within Consent Redemption Order, who on the basis of identification provided to me I believe to be the persons named therein, duly signed and executed the same.
2. That the same was executed at the C l-\-Lk of sc0C.k)S , in the Province of , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at e, ?(t,eC.5 ) in the Province of SA\\VM.(' , this ) C\ day of , 2020.
T. Walker mmissioner for Oaths in and for Alberta Ian Banister & (print name of witness) JENNIFER PASKALL Commissioner for Oaths In and for Alberta Commissicm Expiry: Aptil 28,202-- 3
42747701_1INATDOCS NATDOCS\47159467\V-1 -46-
JUDICIAL LISTING AGREEMENT
TO: The Realtor
1. You are hereby given authority as an officer of the Court to list for sale the mortgaged lands with the Multiple Listing Service, if any, in effect in the area in which the property is located
2. The mortgaged lands shall be offered for sale subject to registered encumbrances, liens and interests prior to the plaintiffs mortgages but free and clear of all registered encumbrances, liens and interests subsequent to the plaintiff's mortgages.
3. The listing price shall be $ or such higher price as you may recommend after a comparative market analysis is conducted by you prior to the commencement of this judicial listing.
4. The listing shall take effect on the later of the day after the Redemption Date or the date the listing is accepted in writing by the realtor, and shall continue for a period of 90 days thereafter.
5. Within a reasonable time of receiving any offer, you shall forward a true copy of the said offer to counsel for the plaintiff. If the offer is insufficient to pay out the plaintiff it may be rejected by the plaintiff. Otherwise counsel for the plaintiff shall either apply without notice to reject an offer or apply on notice for the court to consider that offer. Where the plaintiff rejects an offer, or obtains an order without notice rejecting an offer, it shall forthwith serve the defendant and subsequent encumbrancers with a copy of such offer.
6. If no offers are received during the listing period, you shall so advise counsel for the plaintiff in writing, immediately following the expiry of the judicial listing.
7. In the event that, as a result of the listing, a purchaser is introduced whose offer is accepted by the Court, and the transaction is completed by the purchaser paying the full purchase price and title is registered in the name of the purchaser or its nominee, then, in such event, you will receive a commission as follows:
7% of the first $100,000 — 3% of the balance — or such lesser amount as may agreed by you — plus applicable taxes thereon
8. You shall have a first charge against the sale proceeds in the amount of any commission payable hereunder. If the Court accepts an offer to purchase and the purchaser fails to complete the purchase, and the Court does not order relief from forfeiture of the deposit, you will retain, as compensation for services rendered, fifty per cent(50%) of the said deposit (provided such amount does not exceed the commission payable had the sale been fully completed) and you will pay the balance of the deposit to counsel for the plaintiff to be applied against the Indebtedness.
9. If the defendant, any subsequent encumbrancer, or anyone else entitled to do so, pays all principal, interest and other amounts owing under the mortgages at any time after the judicial listing takes effect, or brings the mortgages current after the judicial listing takes effect, there shall be paid as part of the costs of redemption, the reasonable expenses incurred by you as the Realtor during this judicial listing and such reasonable compensation as the Court may order on application.
10. All offers submitted pursuant to the judicial listing shall, subject to further order of the Court:
a) be in writing and shall be signed by the offeror, and
b) be subject to the approval and acceptance by the Court on such terms as the Court considers appropriate; and
42747701_1INATDOCS NATDOCS147159467W-1 -47-
c) provide for a possession date to be determined by the Court; and
d) contain and be subject to the terms and conditions as are contained in Schedule "A" which is attached to this Judicial Listing Agreement; and
e) be accompanied by a certified cheque or money order payable to your real estate company for the deposit amount referred to in the offer.
10. Nothing in the listing shall:
a) affect the right of the defendant or anyone else entitled to do so to pay all principal, interest and other amounts owing under the mortgages, or to bring the mortgages currentor to privately sell the mortgaged lands;
b) affect the plaintiffs right to make a proposal to purchase the mortgaged property, if applicable or otherwise acquire the mortgaged property after the expiry of the judicial listing without liability for any real estate commission or any other compensation payable to the Realtor hereunder;
c) create or impose any liability on the plaintiff or the Court for the payment of any real estate commission or other compensation arising out of this listing. 1 11. The terms of the listing may be modified by the Court on application of any party or subsequent encumbrancer on five days notice.
ACCEPTED THIS DAY OF 2019
By:
An Agent licensed pursuant to the
Real Estate Act, R.S.A. 2000, c. R-5
APPROVED this day of , 2020.
MASTER IN CHAMBERS
42747701_11NATDOCS NATDOCS1471594671V-1 SCHEDULE "A" TO THE REAL ESTATE PURCHASE CONTRACT entered into between
THE COURT OF QUEEN'S BENCH OF ALBERTA (the "Seller")
and
<> (the "Buyer")
The terms of this schedule replace, modify or add to the terms of the agreement of purchase and sale (the "Real Estate Purchase Contract") to which this schedule is attached. Where there is any inconsistency between the terms of this Schedule and the Real Estate Purchase Contract, the provisions of this Schedule shall prevail.
AS IS-WHERE IS
1. The Buyer acknowledges and agrees to purchase the mortgaged lands, all buildings and improvements located on the mortgaged lands (the "Property"), and any and all fixtures ("Attached Goods") and chattels ("Unattached Goods") included in the Real Estate Purchase Contract or included in the sale of the property,"as is" and agrees with the Seller that neither the Seller, nor its agents or representatives have made any representations or warranties with respect to the Property or any Attached Goods or Unattached Goods included in the sale of the Property. Without limiting 1 the generality of the foregoing, the Buyer agrees that neither the Seller nor its agents have made any representations or warranties with respect to:
a) the condition of any buildings or improvements located on the Property;
b) the condition of any Attached Goods or Unattached Goods included in the Real Estate Purchase Contract or otherwise sold with the Property;
c) whether the Property complies with any existing land use or zoning bylaws or regulations, or municipal development agreements or plans;
the location of any buildings and other improvements on the Property and whether such location complies with any applicable municipal bylaws or regulations;
e) whether or not any buildings or improvements located on the Property encroach onto any neighbouring lands or any easements or rights of way;
f) whether or not any buildings or improvements located on any neighbouring lands encroach onto the Property;
g) the size and dimensions of the Property or any building or improvements located thereon;
h) whether or not the Property is contaminated with any hazardous substance; and
)i whether or not any of the buildings or other improvements located on the Property have been insulated with urea formaldehyde insulation.
OWNERSHIP OF UNATTACHED GOODS
2. The Buyer agrees that the Seller is selling only such interest as it may have in any Attached goods or Unattached Goods referred to in the Real Estate Purchase Contract, or which may be located on the Property, and the Seller does not warrant that it has title to such Attached Goods or Unattached Goods. 9 Further, the Buyer agrees that the Seller will not be liable for the removal of any chattels found on the Property prior to or on the date of closing. On closing, the Buyer may have possession of the Attached Goods and Unattached Goods which are then on or about the Property on an "as is" basis, and the
42747701_1INATDOCS NATDOCS1471594671V-1 -49-
Seller will not provide a Bill of Sale, Warranty, or other title document to the Buyer. Further, there will be no adjustment or abatement of any kind to the Purchase Price with respect to any Attached Goods or Unattached Goods.
REAL PROPERTY REPORT & COMPLIANCE
3. The Seller is not required to provide the Buyer with a real property report or compliance certificate. Should the Seller provide the Buyer with a copy of a survey or real property report, the Buyer agrees that any use of or reliance upon such document shall be at the Buyer's own risk. The Buyer must satisfy itself that the survey or real property report which the Seller might provide accurately reflects the Property and the buildings and improvements located thereon as they currently exist and the Seller shall not be responsible for any errors or omissions which might exist on such document. The Seller does not represent or warrant the accuracy or validity of the said survey or real property report or compliance certificate.
CONDOMINIUM
4. If the Property is a condominium:
a) the Seller is not required to provide any condominium documentation to the Buyer and the Buyer shall be solely responsible to obtain any condominium documentation he may require. Without limiting the generality of the foregoing, the Buyer may obtain on his own and at his sole costs and expenses any estoppel certificate, copy of the condominium bylaws and financial statement for the Condominium Corporation that he may require;
b) the Buyer must satisfy himself with the condition of the condominium unit, the common property, and the financial condition of the condominium corporation and agrees that neither the Seller nor its agents, have made any representations or warranties pertaining to same including, without limiting the generality of the foregoing, the adequacy of any reserve fund the condominium corporation might have, any potential special assessments which might be levied by the condominium corporation or the existence of any legal actions pending against the condominium corporation;
c) the Seller shall be responsible for amounts payable up to the closing date on account of any condominium fees and special assessments levied by the condominium corporation.
GOODS AND SERVICES TAX (G.S.T.)
5. In addition to the purchase price payable thereunder, the Buyer shall pay to the Seller and indemnify the Seller against all Goods and Services Tax ("G.S.T.") payable on the purchase price as required by the Excise Tax Act. The Seller will not provide to the Buyer a Certificate of Exempt Supply, or any other certificate certifying that this purchase and sale transaction is not subject to the Goods and Services Tax. Should the Seller fail to collect G.S.T. from the Buyer, it shall not be construed by the Buyer as a certification by the Seller that no G.S.T. is payable by the Buyer hereunder, and the Buyer shall remain liable for any G.S.T. which might be payable with respect to this transaction.
ACCEPTANCE BY FACSIMILE
6. The Seller and Buyer agree that this contract may be signed in counterpart, and the acceptance of this offer communicated or confirmed by facsimile transmission shall be binding upon the parties. The Buyer agrees to promptly deliver an executed original Real Estate Purchase Contract to the Seller.
FORECLOSURE PROCEEDING
7. This offer is being made pursuant to or in a Court of Queen's Bench foreclosure proceeding and, as such, the Offer may be accepted only by Order of said Court and is subject to the terms of that Order.
42747701_1INATDOCS NATDOCS147159467W-1 Any agreement arising out of the Seller's acceptance of this Offer is conditional upon the approval thereof by the said Court.
Buyer's Initial
Date
42747701_1INATDOCS NATDOCS147159467W-1 STATEMENT OF SECURED INDEBTEDNESS
1. Principal
1(a). Amounts included in principal other than the amount lent(such as enforcement legal fees already paid by the Plaintiff) [Insert Details]
2. Interest at date of Affidavit of Default (owing as at
3. Interest at the mortgage rate from date of Affidavit of Default( )to date of Order( [Per diem: $ x days]
4. Tax paid
5. Property maintenance paid $
6. Occupancy inspections paid $
7. Insurance paid $
8. NSF Fees paid ($25 X ___) $
9. Prior mortgage arrears paid $
10. Condominium Fees paid $
11. Homeowners Association Fees paid $
12. Any other amounts paid under the mortgages $
TOTAL DUE TO PLAINTIFF AT DATE ORDER $ GRANTED (excluding costs)
42747701_11NATDOCS NATDOCS1471594671V-1 -52-
SCHEDULE "F" — CONSENT REDEMPTION ORDER(James Cameron Clark)
42747701_1INATDOCS NATDOCS1471594671W1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
7 JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA 7 DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT REDEMPTION ORDER - LISTING
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn: Sam Gabor Ph. (403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta _J PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff"), and upon reading the statement of claim, the affidavit of default, the certified copies of title, the affidavit of value and valuator's report; and upon hearing counsel for the Plaintiff and upon noting the consent as to form and content of the defendant James Cameron Clark and the affidavit of execution thereon; and upon
no one appearing for the defendant
hearing from the defendant
hearing from counsel for the defendant;
42747701_11 NATDOCS NATDOCS147159467W-1 r-,
-54-
IT IS HEREBY ORDERED AND DECLARED THAT:
1. The Plaintiff is granted Summary Judgment against the defendant James Cameron Clark (the "Defendant"). 2. In this order the mortgaged lands are the following:
(a) Firstly SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
Secondly SECOND THE SOUTH EAST QUARTER OF SECTION 2 TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME (collectively "Mortgaged Lands")
3. The mortgages described in the statement of claim are valid and enforceable mortgages over the Mortgaged Lands.
4. There is outstanding, due and owing to the plaintiff under the mortgages the sum of $ , as at the day of , 2019 (as set forth in the statement of secured indebtedness which is attached to this Order), plus costs on a solicitor and client basis as worded in the mortgages, plus interest thereafter at the mortgage rate, plus other amounts chargeable under the mortgages (the "Indebtedness"). Prior to the entry of this order the assessment officer shall check the amounts claimed in the statement of secured indebtedness, including the particulars provided in the affidavit of default and the plaintiffs calculations. If the assessment officer returns this order unentered then the plaintiff may either submit a corrected order or seek the advice and direction of the court. The requirement for service of documents prior to entry of this order, set out in Rule 9.35(1)(a), is hereby waived.
5. The Defendant and subsequent encumbrancers have one month from service of this order upon them to apply to vary the amount declared owing pursuant to the preceding paragraph with respect to any amounts not disclosed in the affidavit of default served in support of the application for this order.
6. The Defendant or anyone else entitled to do so shall have until sixty (60) days from the date of service of this order upon the Defendant (the "Redemption Date") to repay the Indebtedness,
42747701_1INATDOCS NATDOCS\47247809\V-1 -55-
failing which the Mortgaged Lands shall be offered for sale in the manner described in the judicial listing agreement attached to this order. Subject to further Order of the Court, and subject to paragraph 12 of this order, this Action is stayed until the Redemption Date.
7. If the Defendant, or anyone entitled to do so, repays the Indebtedness prior to the Mortgaged Lands being sold or foreclosed in these proceedings, then the plaintiff shall provide to the person who paid the Indebtedness, at the election of such person, either a registrable discharge of the mortgages, or a registrable transfer of the mortgages.
8. Provided that the mortgages has not matured, if the Defendant, or anyone entitled to do so, pays all arrears owing under the mortgages, including solicitor and client costs as worded in the mortgages, then this Action is stayed so long as payments under the mortgages remain current.
9. If the Indebtedness has not been repaid by the Redemption Date then the Mortgaged Lands shall be listed for sale with a licensed real estate agent (the "Realtor") to be selected at the sole discretion of the plaintiff, upon the terms and conditions mentioned in the directions to realtor attached to this order.
10. The Realtor shall be entitled to post a "FOR SALE" sign of the type customarily posted by a realtor at a conspicuous location on the Mortgaged Lands, which sign shall remain during the period of the judicial listing and shall not be interfered with by any person.
11. During the period of the judicial listing ordered herein, the Defendant and any person in possession of the Mortgaged Lands shall cooperate with the Realtor, and shall allow access to the Mortgaged 1 Lands to the Realtor, any representative of the Realtor, any other realtor approved by the Realtor, and any prospective purchaser, upon receiving (24) hours written notice given by the Realtor for a viewing between 8:00 A.M. and 8:00 P.M. The written notice may be posted on the front door of the premises located on the Mortgaged Lands.
12. Any and all other real estate listings relative to the Mortgaged Lands shall be cancelled during the period of the judicial listing ordered herein.
13. If the Mortgaged Lands become vacant or abandoned during the course of this action then the Plaintiff may enter the Mortgaged Lands for the purpose of doing any and all things necessary to preserve them, and the Plaintiff shall not be considered a mortgagee in possession or trespasser.
14. With respect to the annexed statement of secured indebtedness:
a) where nothing is claimed with respect to a listed category, the word "nil" shall be inserted opposite, and,
42747701_1INATDOCS NATDOCS\47247809W-1 -56-
substantiating such b) where amounts are claimed for any of items 4 through 12, documents prior to the claims shall be provided in affidavit form to the assessment officer for review entry of this order.
be served upon the Service of this order and all subsequent documents in this action may the day Defendant by email at [email protected] and service shall be deemed effective email is sent.
as worded in the The Plaintiff is awarded costs of this action on a solicitor and own client basis shall be assessed mortgages having regard to the Fee and Disbursement Guideline. The costs without notice where:
or appeared a) The Defendant has not filed a Statement of Defence or a Demand for Notice, at the application where this order was granted, or
mail or email to the b) The Defendant has been provided with the proposed Bill of Costs (by within 15 Defendant's last known address) and has not provided the Plaintiffs counsel, days of the mailing or emailing, with notice that the Defendant objects to the Bill of Costs,
otherwise the costs shall be assessed on notice pursuant to Rule 10.37.
MASTER IN CHAMBERS
Consented as to Form and Content James Cameron Clark this day of IL(ti)E , 2020.
By: Witness:
'James Cameron Clark Name:
42747701_1INATDOCS NATDOCS\47159467\V-1 -57-
AFFIDAVIT OF EXECUTION 1, loft.. Lutes , CANADA ) ) of the Ql of Aea4.(ekQ-- Hat , ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT:
the within Consent 1. I was personally present and did see James Cameron Clark named in persons Redemption Order, who on the basis of identification provided to me I believe to be the named therein, duly signed and executed the same. in the Province of 2. ThAtre;me was executed att the of andthatI am the subsc ing witness12il thereto.
of eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least the full age
JO .1 , Sworn before me at 11:-)110ut/f.:::) in the Province of A-t , this rt,C\ day of , 2020.
er for Oaths in and for Albe MACGILU FIONA Commission. Ex -etettl .11A s My (prinf name of witness) October 3,
42747701_1INATDOCS NATDOCS\47159467W-1 -58-
JUDICIAL LISTING AGREEMENT
TO: The Realtor
1. You are hereby given authority as an officer of the Court to list for sale the mortgaged lands with the Multiple Listing Service, if any, in effect in the area in which the property is located
2. The mortgaged lands shall be offered for sale subject to registered encumbrances, liens and interests prior to the plaintiffs mortgages but free and clear of all registered encumbrances, liens and interests subsequent to the plaintiffs mortgages.
3. The listing price shall be $ or such higher price as you may recommend after a comparative market analysis is conducted by you prior to the commencement of this judicial listing.
4. The listing shall take effect on the later of the day after the Redemption Date or the date the listing is accepted in writing by the realtor, and shall continue for a period of 90 days thereafter.
5. Within a reasonable time of receiving any offer, you shall forward a true copy of the said offer to counsel for the plaintiff. If the offer is insufficient to pay out the plaintiff it may be rejected by the plaintiff. Otherwise counsel for the plaintiff shall either apply without notice to reject an offer or apply on notice for the court to consider that offer. Where the plaintiff rejects an offer, or obtains an order without notice rejecting an offer, it shall forthwith serve the defendant and subsequent encumbrancers with a copy of such offer.
6. If no offers are received during the listing period, you shall so advise counsel for the plaintiff in writing, immediately following the expiry of the judicial listing.
7. In the event that, as a result of the listing, a purchaser is introduced whose offer is accepted by the Court, and the transaction is completed by the purchaser paying the full purchase price and title is registered in the name of the purchaser or its nominee, then, in such event, you will receive a commission as follows:
7% of the first $100,000 — 3% of the balance — or such lesser amount as may agreed by you — plus applicable taxes thereon
8. You shall have a first charge against the sale proceeds in the amount of any commission payable hereunder. If the Court accepts an offer to purchase and the purchaser fails to complete the purchase, and the Court does not order relief from forfeiture of the deposit, you will retain, as compensation for services rendered, fifty per cent(50%) of the said deposit(provided such amount does not exceed the commission payable had the sale been fully completed) and you will pay the balance of the deposit to counsel for the plaintiff to be applied against the Indebtedness.
9. If the defendant, any subsequent encumbrancer, or anyone else entitled to do so, pays all principal, interest and other amounts owing under the mortgages at any time after the judicial listing takes effect, or brings the mortgages current after the judicial listing takes effect, there shall be paid as part of the costs of redemption, the reasonable expenses incurred by you as the Realtor during this judicial listing and such reasonable compensation as the Court may order on application.
10. All offers submitted pursuant to the judicial listing shall, subject to further order of the Court:
a) be in writing and shall be signed by the offeror; and
b) be subject to the approval and acceptance by the Court on such terms as the Court considers appropriate; and
42747701_1 I NATDOCS NATDOCS\47159467W-1 c) provide for a possession date to be determined by the Court; and
d) contain and be subject to the terms and conditions as are contained in Schedule "A" which is attached to this Judicial Listing Agreement; and
e) be accompanied by a certified cheque or money order payable to your real estate company for the deposit amount referred to in the offer.
11. Nothing in the listing shall:
a) affect the right of the defendant or anyone else entitled to do so to pay all principal, interest and other amounts owing under the mortgages, or to bring the mortgages currentor to privately sell the mortgaged lands;
b) affect the plaintiffs right to make a proposal to purchase the mortgaged property, if applicable or otherwise acquire the mortgaged property after the expiry of the judicial listing without liability for any real estate commission or any other compensation payable to the Realtor hereunder;
c) create or impose any liability on the plaintiff or the Court for the payment of any real estate commission or other compensation arising out of this listing. 1 12. The terms of the listing may be modified by the Court on application of any party or subsequent encumbrancer on five days notice.
ACCEPTED THIS DAY OF 2019
By:
An Agent licensed pursuant to the
Real Estate Act, R.S.A. 2000, c. R-5
APPROVED this day of , 2020.
MASTER IN CHAMBERS
42747701_1INATDOCS NATDOCS1471594671V-1 -60-
SCHEDULE "A" TO THE REAL ESTATE PURCHASE CONTRACT entered into between
THE COURT OF QUEEN'S BENCH OF ALBERTA (the "Seller")
and
<> (the "Buyer")
The terms of this schedule replace, modify or add to the terms of the agreement of purchase and sale (the "Real Estate Purchase Contract") to which this schedule is attached. Where there is any inconsistency between the terms of this Schedule and the Real Estate Purchase Contract, the provisions of this Schedule shall prevail.
AS IS - WHERE IS
-J I • The Buyer acknowledges and agrees to purchase the mortgaged lands, all buildings and improvements located on the mortgaged lands (the "Property"), and any and all fixtures ("Attached Goods") and chattels ("Unattached Goods") included in the Real Estate Purchase Contract or included in the sale of the property,"as is" and agrees with the Seller that neither the Seller, nor its agents or representatives have made any representations or warranties with respect to the Property or any Attached Goods or Unattached Goods included in the sale of the Property. Without limiting the generality of the foregoing, the Buyer agrees that neither the Seller nor its agents have made any representations or warranties with respect to:
a) the condition of any buildings or improvements located on the Property;
b) the condition of any Attached Goods or Unattached Goods included in the Real Estate Purchase Contract or otherwise sold with the Property;
c) whether the Property complies with any existing land use or zoning bylaws or regulations, or municipal development agreements or plans;
d) the location of any buildings and other improvements on the Property and whether such location complies with any applicable municipal bylaws or regulations;
e) whether or not any buildings or improvements located on the Property encroach onto any neighbouring lands or any easements or rights of way;
f) whether or not any buildings or improvements located on any neighbouring lands encroach onto the Property;
g) the size and dimensions of the Property or any building or improvements located thereon;
h) whether or not the Property is contaminated with any hazardous substance; and
)i whether or not any of the buildings or other improvements located on the Property have been insulated with urea formaldehyde insulation.
OWNERSHIP OF UNATTACHED GOODS
2. The Buyer agrees that the Seller is selling only such interest as it may have in any Attached goods or Unattached Goods referred to in the Real Estate Purchase Contract, or which may be located on the Property, and the Seller does not warrant that it has title to such Attached Goods or Unattached Goods. Further, the Buyer agrees that the Seller will not be liable for the removal of any chattels found on the Property prior to or on the date of closing. On closing, the Buyer may have possession of the Attached Goods and Unattached Goods which are then on or about the Property on an "as is" basis, and the 42747701_11 NATDOCS NATDOCS1471594671V-1 -61-
Seller will not provide a Bill of Sale, Warranty, or other title document to the Buyer. Further, there will be no adjustment or abatement of any kind to the Purchase Price with respect to any Attached Goods or Unattached Goods.
REAL PROPERTY REPORT & COMPLIANCE
3. The Seller is not required to provide the Buyer with a real property report or compliance certificate. Should the Seller provide the Buyer with a copy of a survey or real property report, the Buyer agrees that any use of or reliance upon such document shall be at the Buyer's own risk. The Buyer must satisfy itself that the survey or real property report which the Seller might provide accurately reflects the Property and the buildings and improvements located thereon as they currently exist and the Seller shall not be responsible for any errors or omissions which might exist on such document. The Seller does not represent or warrant the accuracy or validity of the said survey or real property report or compliance certificate.
CONDOMINIUM
4. If the Property is a condominium:
a) the Seller is not required to provide any condominium documentation to the Buyer and the Buyer shall be solely responsible to obtain any condominium documentation he may require. Without limiting the generality of the foregoing, the Buyer may obtain on his own and at his sole costs and expenses any estoppel certificate, copy of the condominium bylaws and financial statement for the Condominium Corporation that he may require;
b) the Buyer must satisfy himself with the condition of the condominium unit, the common property, and the financial condition of the condominium corporation and agrees that neither the Seller nor its agents, have made any representations or warranties pertaining to same including, without limiting the generality of the foregoing, the adequacy of any reserve fund the condominium corporation might have, any potential special assessments which might be levied by the condominium corporation or the existence of any legal actions pending against the condominium corporation;
c) the Seller shall be responsible for amounts payable up to the closing date on account of any condominium fees and special assessments levied by the condominium corporation.
GOODS AND SERVICES TAX (G.S.T.)
5. In addition to the purchase price payable thereunder, the Buyer shall pay to the Seller and indemnify the Seller against all Goods and Services Tax ("G.S.T.") payable on the purchase price as required by the Excise Tax Act. The Seller will not provide to the Buyer a Certificate of Exempt Supply, or any other certificate certifying that this purchase and sale transaction is not subject to the Goods and Services Tax. Should the Seller fail to collect G.S.T. from the Buyer, it shall not be construed by the Buyer as a certification by the Seller that no G.S.T. is payable by the Buyer hereunder, and the Buyer shall remain liable for any G.S.T. which might be payable with respect to this transaction.
ACCEPTANCE BY FACSIMILE
6. The Seller and Buyer agree that this contract may be signed in counterpart, and the acceptance of this offer communicated or confirmed by facsimile transmission shall be binding upon the parties. The Buyer agrees to promptly deliver an executed original Real Estate Purchase Contract to the Seller.
FORECLOSURE PROCEEDING
7. This offer is being made pursuant to or in a Court of Queen's Bench foreclosure proceeding and, as such, the Offer may be accepted only by Order of said Court and is subject to the terms of that Order.
42747701_1INATDOCS NATDOCS471594671V-1 -62-
Any agreement arising out of the Seller's acceptance of this Offer is conditional upon the approval thereof by the said Court.
Buyer's Initial
Date
_J
42747701_1INATDOCS NATDOCS147159467W-1 STATEMENT OF SECURED INDEBTEDNESS
1. Principal
1(a). Amounts included in principal other than the amount lent(such as enforcement legal fees already paid by the Plaintiff) [Insert Details]
2. Interest at date of Affidavit of Default (owing as at
3. Interest at the mortgage rate from date of Affidavit of Default( )to date of Order( ) [Per diem: $ x days]
4. Tax paid
5. Property maintenance paid $
6. Occupancy inspections paid $
7. Insurance paid $
8. NSF Fees paid ($25 X _J $
9. Prior mortgage arrears paid $
10. Condominium Fees paid $
11. Homeowners Association Fees paid $
12. Any other amounts paid under the mortgages $
TOTAL DUE TO PLAINTIFF AT DATE ORDER $ GRANTED (excluding costs)
42747701_11 NATDOCS NATDOCS1471594671V-1 -64-
SCHEDULE "G"- CONSENT RECEIVERSHIP ORDER
--1
42747701_1INATDOCS NATDOCS1471594671V-1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT RECEIVERSHIP ORDER
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP 1 INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2,th Street S.W. Calgary, Alberta T2P OR8
Attn: Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8298
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
UPON the application of Royal Bank of Canada ("RBC") in respect of Crowfoot Land & Livestock Corporation and James Cameron Clark (collectively the "Debtor); AND UPON having read the Application, the Affidavit of filed; and the Affidavit of Service of filed; AND UPON reading the consent of to act as receiver and manager("Receiver) of the Debtor, to be filed; AND UPON hearing counsel for RBC, and noting the consent as to form and content of the Debtor, AND UPON reading the affidavit of execution, attached hereto;
42747701_1INATDOCS NATDOCS1471594671V-1 IT IS HEREBY ORDERED AND DECLARED THAT:
SERVICE
1. The time for service of the notice of application for this order is hereby abridged and service thereof is deemed good and sufficient.
APPOINTMENT
2. Pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 ("BIA"), section 49(1) of the Law of Property Act, R.S.A. 2000, c.L-7 and section 13(2) of the Judicature Act, R.S.A. 2000, c.J-2, is hereby appointed Receiver, without security, of all of Crowfoot Land & Livestock Corporation's current and future assets, undertakings and properties of every nature and kind whatsoever, and wherever situate, including all proceeds thereof and James Cameron Clark's current and future, assets, undertakings and properties of every nature and kind whatsoever and wherever situate, including all proceeds thereof relating solely to the operation of his farming business (the "Property").
RECEIVER'S POWERS
3. The Receiver is hereby empowered and authorized, but not obligated, to act at once in respect of the Property and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable:
a) to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;
b) to receive, preserve and protect the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable;
c) to manage, operate and carry on the business of the Debtor, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to carry on all or any part other business, or cease to perform any contracts of the Debtor;
d) to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the Receiver's powers and duties, including without limitation those conferred by this Order;
e) to purchase or lease machinery, equipment, inventories, supplies, premises or other assets to continue the business of the Debtor or any part or parts thereof;
42747701_1INATDOCS NATDOCS1471594671V-1 -67-
f) to receive and collect all monies and accounts now owed or hereafter owing to the Debtors and to exercise all remedies of the Debtor in collecting such monies, including, without limitation, to enforce any security held by the Debtor;
g) to settle, extend or compromise any indebtedness owing to or by the Debtor;
h) to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of the Debtor, for any purpose pursuant to this Order;
)i to undertake environmental or workers' health and safety assessments of the Property and operations of the Debtor;
j) to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Debtor, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding, and provided further that nothing in this Order shall authorize the Receiver to defend or settle the action in which this Order is made unless otherwise directed by this Court.
k) to market any or all the Property, including advertising and soliciting offers in respect of the Property or any part or parts thereof and negotiating such terms and conditions of sale as the Receiver in its discretion may deem appropriate.
)I to immediately sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business,
i. without the approval of this Court in respect of any transaction not exceeding provided that the aggregate consideration for all such transactions does not exceed $ ; and
ii. with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause,
and in each such case notice under subsection 60(8) of the Personal Property Security Act, R.S.A. 2000, c. P-7 shall not be required.
m) To sell, convey or transfer the lands legally described below after 30 days of the date of this Order:
Firstly SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES(160 ACRES) MORE OR LESS
Secondly SECOND THE SOUTH EAST QUARTER OF SECTION 2
42747701_1INATDOCS NATDOCS1472478091V-1 -68-
TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
n) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property;
o) to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable;
1 p) to register a copy of this Order and any other Orders in respect of the Property against title j to any of the Property;
q) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Debtor;
r) to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtor, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtor;
s) to exercise any shareholder, partnership,joint venture or other rights which the Debtor may have; and
_J to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations;
and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtor, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
4. (i) The Debtor, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on their instructions or behalf, and (iii) all other individuals, firms, corporations, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property (excluding Property subject to liens the validity of which is dependent on maintaining possession) to the Receiver upon the Receiver's request.
42747701_1INATDOCS NATDOCS\47247809\V-1 -69-
5. Ali 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 any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication n or documents prepared in contemplation of litigation or due to statutory provisions prohibiting such disclosure.
6. If any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may in its discretion require including providing the Receiver with instructions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information.
NO PROCEEDINGS AGAINST THE RECEIVER
7. No proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court.
NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY
8. No Proceeding against or in respect of the Debtor or the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court, provided, however, that nothing in this Order shall: (i) prevent any Person from commencing a proceeding regarding a claim that might otherwise become barred by statute or an existing agreement if such proceeding is not commenced before the expiration of the stay provided by this paragraph 8; and (ii) affect a Regulatory Body's
42747701_1INATDOCS NATDOCS4471594671V-1 -70-
investigation in respect of the Debtor or an action, suit or proceeding that is taken in respect of the Debtor by or before the Regulatory Body, other than the enforcement of a payment order by the Regulatory Body or the Court. "Regulatory Body" means a person or body that has powers, duties or functions relating to the enforcement or administration of an Act of Parliament or of the legislature of a province.
NO EXERCISE OF RIGHTS OF REMEDIES
9. All rights and remedies (including, without limitation, set-off rights) against the Debtor, the Receiver, or affecting the Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided that nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from compliance with statutory or regulatory provisions relating to health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent the registration of a claim for lien.
NO INTERFERENCE WITH THE RECEIVER
10. No Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of or held by the Debtor, without written consent of the Receiver or leave of this Court.
CONTINUATION OF SERVICES
11. All Persons having oral or written agreements with the Debtor or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Debtor are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by the Receiver, and this Court directs that the Receiver shall be entitled to the continued use of the Debtors'current telephone numbers,facsimile numbers, intemet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with normal payment practices of the Debtor or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court.
RECEIVER TO HOLD FUNDS
12. All funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall
42747701_1INATDOCS NATDOCS1471594671V-1 be deposited into one or more new accounts to be opened by the Receiver(the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further order of this Court.
EMPLOYEES
13. Subject to employees' rights to terminate their employment, all employees of the Debtor shall remain the employees of the Debtor until such time as the Receiver, on the Debtor's behalf, may 7 terminate the employment of such employees. The Receiver shall not be liable for any employee- related liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act, S.C. 2005, c.47("WEPPA").
14. Pursuant to clause 7(3)(c) of the Personal information Protection and Electronic Documents Act, S.C. 2000, c. 5, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
15. Notwithstanding anything in any federal or provincial law, the Receiver is not personally liable in that position for any environmental condition that arose or environmental damage that occurred:
a) before the Receiver's appointment; or
b) after the Receiver's appointment unless it is established that the condition arose or the damage occurred as a result of the Receiver's gross negligence or wilful misconduct.
16. Nothing in sub-paragraph (a) exempts a Receiver from any duty to report or make disclosure imposed by a law referred to in that sub-paragraph.
17. Notwithstanding anything in any federal or provincial law, but subject to sub-paragraph (a) hereof, where an order is made which has the effect of requiring the Receiver to remedy any
42747701_1INATDOCS NATDOCS1471594671V-1 -72-
environmental condition or environmental damage affecting the Property, the Receiver is not personally liable for failure to comply with the order, and is not personally liable for any costs that are or would be incurred by any person in carrying out the terms of the order,
a) if, within such time as is specified in the order, within 10 days after the order is made if no time is so specified, within 10 days after the appointment of the Receiver, if the order is in effect when the Receiver is appointed, or during the period of the stay referred to in clause (ii) below, the Receiver:
i. complies with the order, or
ii. on notice to the person who issued the order, abandons, disposes of or otherwise releases any interest in any real property affected by the condition or damage;
b) during the period of a stay of the order granted, on application made within the time specified in the order referred to in clause (i) above, within 10 days after the order is made or within 10 days after the appointment of the Receiver, if the order is in effect when the Receiver is appointed, by,
i. the court or body having jurisdiction under the law pursuant to which the order was made to enable the Receiver to contest the order; or
ii. the court having jurisdiction in bankruptcy for the purposes of assessing the economic viability of complying with the order; or
c) if the Receiver had, before the order was made, abandoned or renounced or been divested of any interest in any real property affected by the condition or damage.
LIMITATION ON THE RECEIVER'S LIABILITY
18. Except for gross negligence or wilful misconduct, as a result of its appointment or carrying out the provisions of this Order the Receiver shall incur no liability or obligation that exceeds an amount for which it may obtain full indemnity from the Property. Nothing in this Order shall derogate from any limitation on liability or other protection afforded to the Receiver under any applicable law, including, without limitation, Section 14.06, 81.4(5) or 81.6(3) of the BIA.
RECEIVER'S ACCOUNTS
19. The Receiver and counsel to the Receiver shall be paid their reasonable fees and disbursements, in each case, incurred at their standard rates and charges. The Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such fees and disbursements, incurred both before and after the making of this Order in respect of these proceedings, and the Receiver's Charge shall form a first charge on the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person but subject to section 14.06(7), 81.4(4) and 81.6(2) of the BIA. 42747701_11NATDOCS NATDOCS1471594671V-1 20. The Receiver and its legal counsel shall pass their accounts from time to time.
21. Prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including the legal fees and disbursements, incurred at the normal rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.
FUNDING OF THE RECEIVERSHIP
22. The Receiver is at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $ (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver's Charge and the charges set out in sections 14.06(7), 81.4(4) and 81.6(2) of the BIA.
23. Neither the Receiver's Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.
24. The Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver's Certificates") for any amount borrowed by it pursuant to this Order.
25. The monies from time to time borrowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver's Certificates evidencing the same or any part thereof shall 1 rank on a par!passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's _J Certificates.
ALLOCATION
26. Any interested party may apply to this Court on notice to any other party likely to be affected, for an order allocating the Receiver's Charge and Receiver's Borrowings Charge amongst the various assets comprising the Property.
42747701JINATDOCS NATDOCS4471594671V-1 GENERAL
27. The Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.
28. Notwithstanding Rule 6.11 of the Alberta Rules of Court, unless otherwise ordered by this Court, the Receiver will report to the Court from time to time, which reporting is not required to be in affidavit form and shall be considered by this Court as evidence.
29. Nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtor.
30. This Court hereby requests the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order.
31. The Receiver is at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order and that the Receiver is authorized and empowered to act as a representative in respect of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction outside Canada.
32. The Plaintiff shall have its costs of this motion, up to and including entry and service of this Order, provided for by the terms of the Plaintiffs security or, if not so provided by the Plaintiff's security, then on a substantial indemnity basis to be paid by the Receiver from the Debtor's estates with such priority and at such time as this Court may determine.
33. Any interested party may apply to this Court to vary or amend this Order on not less than 7 days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order.
34. This order may be registered notwithstanding the requirements of subsection 191(1) of the Land Titles Act, RSA 2000 c L-4.
FILING
35. The Receiver shall establish and maintain a website in respect of these proceedings and shall post there as soon as practicable:
a) all materials prescribed by statue or regulation to be made publically available; and
42747701_11NATDOCS NATDOCS147159467W-1 -75-
b) all applications, reports, affidavits, orders and other materials filed in these proceedings by or on behalf of the Receiver, or served upon it, except such materials as are confidential and the subject of a sealing order or pending application for a sealing order.
Justice of the Court of Queen's Bench of Alberta
Consented As to Form and Content
Crowfoot Land & Livestock Corporation this I ci day of ,7- Lt.,,t) E , 2020 Per: fRe 10 COAt Witness: Name: . /9-111E6 a ii-file:',- 4'w C Afil_. _ Name: Title: ,q 3.,41-7vz47/4,1\f- - I have authority to bind the corporation. P er: &77 01-4 Witness: Name: T p-fi.r. 5 c_./vie:OP Q.4 4- Name: Title: i( %Aix t-v- I have authority to bind the corporation.
Consented as to Form and Content James Cameron Clark this /' day of \)ail.)E, 2020.
By: • Witness: I(an/ J6mes Cameron Clark Name:
42747701_1INATDOCS NATDOCS\47159467\V-1 -75-
b) all applications, reports, affidavits, orders and other materials filed in these proceedings by or on behalf of the Receiver, or served upon it, except such materials as are confidential and the subject of a sealing order or pending application for a sealing order.
Justice of the Court of Queen's Bench of Alberta
Consented As to Form and Content
Crowfoot_Land & Livestock Corporation this 1°(7-k. da of P-----4--- , 2020 _.,• ,...--770- ,/ Per: Witness: /i-- -: D- ?- • ( -(C/,4 (a Name: Name: Ian T. alker Title: Barrister & Solicitor I have authority to bind the corporation. Per: Witness: Name: Name: Title: I have authority to bind the corporation.
Consented as to Form and Content James Cameron Clark this day of 2020.
By: Witness:
James Cameron Clark Name:
42747701_1INATDOCS NATDOCS1471594671V-1 -76-
AFFIDAVIT OF EXECUTION
) I, CANADA d<1nnel& , itat ) of the Ca of trAed, r_tm, ) PROVINCE OF ALBERTA in the Province of Alberta, ) MAKE OATH AND SAY: TO WIT: ) )
1 I was personally present and did see James Cameron Clark, on behalf of himself and Crowfoot Land & Livestock Corporation, named in the within Consent Receivership Order, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. Tat the same was executed at the (11L-1? of PY6ok.,5 , in the Province of lb-erta , and that I am the subs ribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at rep -5 ) in the Province of a t , this ‘ri ) day of -.72—(A-la , 2020. ) ) ) ) ) A Commissioner for Oaths in and for Alberta
MAGGILLIVRA Verwcilf\.. FIONA Expires (print name of witness) My Commission ,..)-Cae October 3,
42747701_11NATDOCS NATDOCS\47159467\V-1 -77-
AFFIDAVIT OF EXECUTION
CANADA 1, \--ko,\Vcr of the ofyC ne'110 PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT:
1. I was personally present and did see Robin Elaine Clark, on behalf of Crowfoot Land & Livestock Corporation, named in the within Consent Receivership Order, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. T nththe sane was executed at the eA\--L\ of D'IiCf)LS , in the Province of -H --VON , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at Ck-N-(--\(04 - (EtCJ ) in the Province of k‘C)(- , this 19 ) day of ,)\)'(\p , 2020. ) ) ) ) A Commissioner for Oaths in and for Alberta ian T. Walker Barrister & Solicitor
JENNIFER PASKALL (print name of witness) Commissioner for Oaths In and for Alberta Commission Expiry: Apr“ 28,2 02--3
NATDOCS\47159467W-1 -78-
SCHEDULE "A"
RECEIVER CERTIFICATE
CERTIFICATE NO.
AMOUNT
1. THIS IS TO CERTIFY that receiver and manager (the "Receiver") of all of the assets, undertakings and properties of Crowfoot Land & Livestock Corporation and James Cameron Clark relating solely to the operation of his farming business appointed by Order of the Court of Queen's Bench of Alberta and Court of Queen's Bench of Alberta in Bankruptcy and Insolvency (collectively, the "Court") dated the day of (the "Order") made in action number , has received as such Receiver from the holder of this certificate (the "Lender) the principal sum of , being part of the total principal sum of $ which the Receiver is authorized to borrow under and pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily][monthly not in advance on the day of each month] after the date hereof at a notional rate per annum equal to the rate of per cent above the prime commercial lending rate of Bank of from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at •.
5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property) as authorized by the Order and as authorized by any further or other order of the Court.
NATDOCSW7159467W-1 -79-
7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.
DATED the day of , 20_.
solely in its capacity as Receiver of the Property(as defined in the Order), and not in its personal capacity
Per: Name: Title:
1 J
1
NATD0CS1471594671V-1 -80-
SCHEDULE "H" — Seized Personal Property
Year Serial Number: Make: Model: Descri. tion
2014 1H00635DKER765429 John 635 D Combine Header Deere
2019 35049219 Macdon FD 135 Header
2010 Challenger LB 34 Accumulator
2018 ACW00178 Fella TS8055 Hay Rake
2015 1C6RR7NM3FS541033 Ram 1500 Pickup Truck
2016 1GC4K0C86GF290779 Chevrolet Silveradp Pickup Truck
2017 42831AS-02 Bourgault T6450 Drill Cart
2017 427337PH-03 Bourgault 3320-50PHD Drill
2018 1ZOT670AVJR111405 John T67OLL Combine Deere
2018 1H00615PCJ0800938 John 615 Belt Combine Header Deere Pickup
2014 74322P00E-06393 Fendt 724 Tractor
2014 AG3F785D0HU059027 Fendt 785 Loader Attachment
2016 3C63R3EL2GG165908 Ram 3500 Laramie Pickup Truck
2019 M2270XKH B07129 Massey 2270 XD Baler Ferguson
_J Various Grain Bins set out in the Notice of Seizure of Personal Property signed June 11, 2020 H
NATDOCS147159467W-1 -81-
Various Bushels of oats, rye, wheat 7 seed, • corn, wheat set out in the Notice of Seizure of Personal Property signed June 11, 2020
_J
J
NATDOCS4471594671V-1 TAB 35 THIS IS EXHIBIT "35"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this 13 day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law -65-
Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT RECEIVERSHIP ORDER
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15u, Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn: Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8298
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
UPON the application of Royal Bank of Canada ("RBC") in respect of Crowfoot Land & Livestock Corporation and James Cameron Clark (collectively the "Debtor"); AND UPON having read the Application, the Affidavit of filed; and the Affidavit of Service of filed; AND UPON reading the consent of to act as receiver and manager("Receiver) of the Debtor, to be filed; AND UPON hearing counsel for RBC, and noting the consent as to form and content of the Debtor, AND UPON reading the affidavit of execution, attached hereto;
42747701_1INATDOCS NATD005147159467W-1 IT IS HEREBY ORDERED AND DECLARED THAT:
SERVICE
1. The time for service of the notice of application for this order is hereby abridged and service thereof is deemed good and sufficient.
APPOINTMENT
2. Pursuant to section 243(1) of the Bankruptcy and insolvency Act, R.S.C. 1985, c. B-3 ("BIA"), c.L-7 and section 13(2) of the Judicature 1 section 49(1) of the Law of Property Act, R.S.A. 2000, Act, R.S.A. 2000, c.J-2, is hereby appointed Receiver, without security, of all of Crowfoot Land & Livestock Corporation's current and future assets, undertakings and properties of every nature and kind whatsoever, and wherever situate, including all proceeds thereof and James Cameron Clark's current and future, assets, undertakings and properties of every nature and kind whatsoever and wherever situate, including all proceeds thereof relating solely to the operation of his farming business(the "Property").
RECEIVER'S POWERS
3. The Receiver is hereby empowered and authorized, but not obligated, to act at once in respect of 1 the Property and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable:
a) to take possession of and exercise control over the Property and any and all proceeds, receipts and disbursements arising out of or from the Property;
b) to receive, preserve and protect the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable;
c) to manage, operate and carry on the business of the Debtor, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to carry on all or any part other business, or cease to perform any contracts of the Debtor;
d) to engage consultants, appraisers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the Receiver's powers and duties, including without limitation those conferred by this Order;
e) to purchase or lease machinery, equipment, inventories, supplies, premises or other assets to continue the business of the Debtor or any part or parts thereof;
42747701_1INATDOCS NATDOCSI47159467W-1 -67-
f) to receive and collect all monies and accounts now owed or hereafter owing to the Debtors and to exercise all remedies of the Debtor in collecting such monies, including, without limitation, to enforce any security held by the Debtor;
g) to settle, extend or compromise any indebtedness owing to or by the Debtor;
h) to execute, assign, issue and endorse documents of whatever nature in respect of any of the Property, whether in the Receiver's name or in the name and on behalf of the Debtor, for any purpose pursuant to this Order;
)i to undertake environmental or workers' health and safety assessments of the Property and operations of the Debtor;
j) to initiate, prosecute and continue the prosecution of any and all proceedings and to defend all proceedings now pending or hereafter instituted with respect to the Debtor, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of any order or judgment pronounced in any such proceeding, and provided further that nothing in this Order shall authorize the Receiver to defend or settle the action in which this Order is made unless otherwise directed by this Court.
k) to market any or all the Property, including advertising and soliciting offers in respect of the Property or any part or parts thereof and negotiating such terms and conditions of sale as the Receiver in its discretion may deem appropriate.
)I to immediately sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business,
i. without the approval of this Court in respect of any transaction not exceeding provided that the aggregate consideration for all such transactions does not exceed $ ; and
ii. with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amount set out in the preceding clause,
and in each such case notice under subsection 60(8) of the Personal Property Security Act, R.S.A. 2000, c. P-7 shall not be required.
m) To sell, convey or transfer the lands legally described below after 30 days of the date of this Order:
Firstly SECOND MERIDIAN 4 RANGE 19 TOWNSHIP 22 SECTION 2 QUARTER NORTH EAST EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 64.7 HECTARES (160 ACRES) MORE OR LESS
Secondly SECOND THE SOUTH EAST QUARTER OF SECTION 2
42747701_1INATDOCS NATDOCS47247809W-1 -68-
TOWNSHIP 22 RANGE 19 WEST OF THE FOURTH MERIDIAN CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS EXCEPTING THEREOUT THE ROAD ON PLAN 8911711 CONTAINING 2.48 HECTARES (6.12 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS AND THE RIGHT TO WORK THE SAME
n) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property;
o) to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate all matters relating to the Property and the receivership, and to share information, subject to such terms as to confidentiality as the Receiver deems advisable;
p) to register a copy of this Order and any other Orders in respect of the Property against title to any of the Property;
q) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Debtor;
r) to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtor, including, without limiting the generality of the foregoing, the ability to enter into occupation agreements for any property owned or leased by the Debtor;
s) to exercise any shareholder, partnership,joint venture or other rights which the Debtor may have; and
t) to take any steps reasonably incidental to the exercise of these powers or the performance of any statutory obligations;
and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtor, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
4. (i) The Debtor, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on their instructions or behalf, and (iii) all other individuals, firms, corporations, governmental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property (excluding Property subject to liens the validity of which is dependent on maintaining possession) to the Receiver upon the Receiver's request.
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5. 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 any computer programs, computer tapes, computer disks, or other data storage media containing any such information (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or permit the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access to Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or documents prepared in contemplation of litigation or due to statutory provisions prohibiting such disclosure.
6. If any Records are stored or otherwise contained on a computer or other electronic system of information storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully copy all of the information contained therein whether by way of printing the information onto paper or making copies of computer disks or such other manner of retrieving and copying the information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the information in the Records as the Receiver may in its discretion require including providing the Receiver with instructions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the information.
NO PROCEEDINGS AGAINST THE RECEIVER
7. No proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court.
NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY
8. No Proceeding against or in respect of the Debtor or the Property shall be commenced or continued except with the written consent of the Receiver or with leave of this Court and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court, provided, however, that nothing in this Order shall: (i) prevent any Person from commencing a proceeding regarding a claim that might otherwise become barred by statute or an existing agreement if such proceeding is not commenced before the expiration of the stay provided by this paragraph 8; and (ii) affect a Regulatory Body's
42747701_1INATDOCS NATDOCS147159467W-1 -70-
investigation in respect of the Debtor or an action, suit or proceeding that is taken in respect of the Debtor by or before the Regulatory Body, other than the enforcement of a payment order by the Regulatory Body or the Court. "Regulatory Body" means a person or body that has powers, duties or functions relating to the enforcement or administration of an Act of Parliament or ofthe legislature of a province.
NO EXERCISE OF RIGHTS OF REMEDIES
9. All rights and remedies(including, without limitation, set-off rights) against the Debtor, the Receiver, or affecting the Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided that nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from compliance with statutory or regulatory provisions relating to health, safety or the environment, (iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent the registration of a claim for lien.
NO INTERFERENCE WITH THE RECEIVER
10. No Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of or held by the Debtor, without written consent of the Receiver or leave of this Court.
CONTINUATION OF SERVICES
11. All Persons having oral or written agreements with the Debtor or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Debtor are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by the Receiver, and this Court directs that the Receiver shall be entitled to the continued use of the Debtors'current telephone numbers,facsimile numbers, Internet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with normal payment practices of the Debtor or such other practices as may be agreed upon by the supplier or service provider and the Receiver, or as may be ordered by this Court.
RECEIVER TO HOLD FUNDS
12. All funds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall
42747701_11 NATDOCS NATDOCS147159467W-1 -71-
be deposited into one or more new accounts to be opened by the Receiver(the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts from time to time, net of any disbursements provided for herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further order of this Court.
EMPLOYEES
13. Subject to employees' rights to terminate their employment, all employees of the Debtor shall remain the employees of the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Receiver shall not be liable for any employee- related liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act, S.C. 2005, c.47("WEPPA").
14. Pursuant to clause 7(3)(c) of the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all such information. The purchaser of any Property shall be entitled to continue to use the personal information provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all other personal information to the Receiver, or ensure that all other personal information is destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
15. Notwithstanding anything in any federal or provincial law, the Receiver is not personally liable in that position for any environmental condition that arose or environmental damage that occurred:
a) before the Receiver's appointment; or
b) after the Receiver's appointment unless it is established that the condition arose or the damage occurred as a result of the Receiver's gross negligence or wilful misconduct.
16. Nothing in sub-paragraph (a) exempts a Receiver from any duty to report or make disclosure imposed by a law referred to in that sub-paragraph.
17. Notwithstanding anything in any federal or provincial law, but subject to sub-paragraph (a) hereof, where an order is made which has the effect of requiring the Receiver to remedy any
42747701_1INATDOCS NATDOCS1471594671V-1 -72-
environmental condition or environmental damage affecting the Property, the Receiver is not personally liable for failure to comply with the order, and is not personally liable for any costs that are or would be incurred by any person in carrying out the terms of the order,
a) if, within such time as is specified in the order, within 10 days after the order is made if no time is so specified, within 10 days after the appointment of the Receiver, if the order is in effect when the Receiver is appointed, or during the period of the stay referred to in 7 clause (ii) below, the Receiver:
i. complies with the order, or
ii. on notice to the person who issued the order, abandons, disposes of or otherwise releases any interest in any real property affected by the condition or I damage; J b) during the period of a stay of the order granted, on application made within the time specified in the order referred to in clause (i) above, within 10 days after the order is made or within 10 days after the appointment of the Receiver, if the order is in effect when the Receiver is appointed, by,
.i the court or body having jurisdiction under the law pursuant to which the order was made to enable the Receiver to contest the order; or
ii. the court having jurisdiction in bankruptcy for the purposes of assessing the economic viability of complying with the order; or
c) if the Receiver had, before the order was made, abandoned or renounced or been divested of any interest in any real property affected by the condition or damage.
LIMITATION ON THE RECEIVER'S LIABILITY
18. Except for gross negligence or wilful misconduct, as a result of its appointment or carrying out the provisions of this Order the Receiver shall incur no liability or obligation that exceeds an amount for which it may obtain full indemnity from the Property. Nothing in this Order shall derogate from any limitation on liability or other protection afforded to the Receiver under any applicable law, including, without limitation, Section 14.06, 81.4(5) or 81.6(3) of the BIA.
RECEIVER'S ACCOUNTS
19. The Receiver and counsel to the Receiver shall be paid their reasonable fees and disbursements, in each case, incurred at their standard rates and charges. The Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the Property, as security for such fees and disbursements, incurred both before and after the making 1 _J of this Order in respect of these proceedings, and the Receivers Charge shall form a first charge on the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person but subject to section 14.06(7), 81.4(4) and 81.6(2) of the BIA. 42747701_11NATDOCS NATDOCS1471594671V-1 -73-
20. The Receiver and its legal counsel shall pass their accounts from time to time.
21. Prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including the legal fees and disbursements, incurred at the normal rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court.
FUNDING OF THE RECEIVERSHIP
22. The Receiver is at liberty and it is hereby empowered to borrow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal amount does not exceed $ (or such greater amount as this Court may by further Order authorize) at any time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may arrange, for the purpose j of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditures. The whole of the Property shall be and is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver's Charge and the charges set out in sections 14.06(7), 81.4(4) and 81.6(2) of the BIA.
23. Neither the Receivers Borrowings Charge nor any other security granted by the Receiver in connection with its borrowings under this Order shall be enforced without leave of this Court.
24. The Receiver is at liberty and authorized to issue certificates substantially in the form annexed as Schedule "A" hereto (the "Receivers Certificates") for any amount borrowed by it pursuant to this Order.
25. The monies from time to time borrowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver's Certificates evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's Certificates.
ALLOCATION
26. Any interested party may apply to this Court on notice to any other party likely to be affected, for an order allocating the Receiver's Charge and Receiver's Borrowings Charge amongst the various assets comprising the Property.
42747701_1INATDOCS NATDOCS\471594671V-1 -74-
GENERAL
27. The Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder.
28. Notwithstanding Rule 6.11 of the Alberta Rules of Court, unless otherwise ordered by this Court, the Receiver will report to the Court from time to time, which reporting is not required to be in affidavit form and shall be considered by this Court as evidence.
29. Nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy of the Debtor.
30. This Court hereby requests the aid and recognition of any court, tribunal, regulatory or 1 administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying out the terms of this Order. _ J 31. The Receiver is at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order and that the Receiver is authorized and empowered to act as a representative in respect of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction outside Canada.
32. The Plaintiff shall have its costs of this motion, up to and including entry and service of this Order, provided for by the terms of the Plaintiffs security or, if not so provided by the Plaintiffs security, then on a substantial indemnity basis to be paid by the Receiver from the Debtor's estates with such priority and at such time as this Court may determine.
33. Any interested party may apply to this Court to vary or amend this Order on not less than 7 days' notice to the Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court may order.
34. This order may be registered notwithstanding the requirements of subsection 191(1) of the Land Titles Act, RSA 2000 c L-4.
FILING
35. The Receiver shall establish and maintain a website in respect of these proceedings and shall post there as soon as practicable:
a) all materials prescribed by statue or regulation to be made publically available; and
42747701_1INATDOCS NATD0CS1471594671V-1 -75-
b) all applications, reports, affidavits, orders and other materials filed in these proceedings by or on behalf of the Receiver, or served upon it, except such materials as are confidential and the subject of a sealing order or pending application for a sealing order.
Justice of the Court of Queen's Bench of Alberta
Consented As to Form and Content
Crowfoot Land & Livestock Corporation this / cf day of ,7 fit) c , 2020 Per: Witness: 6241/ Name: Y 19-11E5 Name: Title: Keitett./7•1 L.v..4e s I have authority to bind the corporation. P er: &72? Witness: Name: Name: Title: 44o4N. 1—LLte,s I have authority to bind the corporation.
Consented as to Form and Content James Cameron Clark this tel day of :3ILNE, 2020.
By: Witness: Z 1/1 U &t Jpmes Cameron Clark Name:
42747701_1INATDOCS NATDOCS147159467\V-1 -75-
b) all applications, reports, affidavits, orders and other materials filed in these proceedings by or on behalf of the Receiver, or served upon it, except such materials as are confidential and the subject of a sealing order or pending application for a sealing order.
Justice of the Court of Queen's Bench of Alberta
Consented As to Form and Content
Crowfoct.Land & Livestock Corporation this I 6/It da of 7/1-- -(----- , 2020 Per: Witness: "4-_-Q1 - :33 4-(./ Name: Name: Ian T. aiker Title: Barrister & Solicitor I have authority to bind the corporation. Per: Witness: Name: Name: Title: I have authority to bind the corporation.
Consented as to Form and Content James Cameron Clark this day of , 2020.
By: Witness:
James Cameron Clark Name:
42747701_1INATDOCS NATDOCS\47159467\V-1 -76-
AFFIDAVIT OF EXECUTION
CANADA L- {c , of the of I Put kte‘Z. itat PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT:
1. I was personally present and did see James Cameron Clark, on behalf of himself and Crowfoot Land & Livestock Corporation, named in the within Consent Receivership Order, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. Tat the same was executed at the CAI of 132y45k,5 in the Province of 1-11b4.(ta , and that I am the subsei-ibing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at gral\t5 in the Province of 14 , this day of t A-1_0 , 2020. ! ( ,/I , A Cornmi forier for Oaths in and for Alberta
iVIAGGILLIVRA 17e-cfNo 1-k. Lu g FIONA Expires (print name of witness) My Commission October 3,
42747701_1INATDOCS NATDOCS147159467\V-1 -77-
AFFIDAVIT OF EXECUTION
I, \ YACi\V-C-r , CANADA of the C. \\- -4 of 0,\c' -Mt PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT:
1. I was personally present and did see Robin Elaine Clark, on behalf of Crowfoot Land & Livestock Corporation, named in the within Consent Receivership Order, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. T 21-e,,s7..aNas executed at the of CCCLS , in the Province of \ X'c , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at CO-(---\ in the Province of P-1V-->e‘-\-ck , this )9 day of c_Y)(1e , 2020.
A Commissioner for Oaths in and for Alberta Ian T. Walker Barrister & Solicitot-
JENNIFER PASKALL (print name of witness) Commissioner for Oadss In and for Alberta Commission Exphy: April 28,20 4—)
NATDOCS\47159467\V-1 7 7
-78-
SCHEDULE "A"
RECEIVER CERTIFICATE
CERTIFICATE NO.
AMOUNT
1. THIS IS TO CERTIFY that receiver and manager (the "Receiver") of all of the assets, undertakings and properties of Crowfoot Land & Livestock Corporation and James Cameron Clark relating solely to the operation of his farming business appointed by Order of the Court of Queen's Bench of Alberta and Court of Queen's Bench of Alberta in Bankruptcy and Insolvency (collectively, the "Court") dated the day of (the "Order) made in action number , has received as such Receiver from the holder of this certificate (the "Lender) the principal sum of , being part of the total principal sum of $ which the Receiver is authorized to borrow under and pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily][monthly not in advance on the day of each month] after the date hereof at a notional rate per annum equal to the rate of per cent above the prime commercial lending rate of Bank of from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses. j 4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at •.
5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal with the Property) as authorized by the Order and as authorized by any further or other order of the Court.
NATDOCS147159467W-1 -79-
7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.
DATED the day of ,20_.
solely in its capacity as Receiver of the Property(as defined in the Order), and not in its personal capacity
Per: Name: Title:
1
j
NATDOCS471594671V-1 -26-
Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn:Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff') AND UPON noting the consent as to form and content of the Defendant Crowfoot Land & Livestock Corporation endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of $ as against the Defendant Crowfoot Land & Livestock Corporation.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendant Crowfoot Land & Livestock Corporation.
NATDOCS447159467W-1 -27-
3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest Act, RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content Crowfoot Land & Livestock Corporation this I day of , 2020 Per: r:d.Liz‹ Wtness: Name: Name: Title: Ian T. Walker Barrister & Solicitor I have authority to bind the corporation.
Per: Witness: Name: Name: Title: I have authority to bind the corporation.
NATDOCS\47159467W-1 -27-
provisions of the Judgment Interest Act, 3. Interest is awarded post-judgment in accordance with the RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content Crowfoot Land & Livestock Corporation this / day of ,71,Lic) , 2020 Witness: Per: Name: Name: D-Ii_Ne50_./VeF-evio Title: I have authority to bind the corporation. 1 j
Per: Witness: Name: Name: Title: I have authority to bind the corporation.
NATDOCS\47159467 \V-1 -28- n
AFFIDAVIT OF EXECUTION
) Ve- L-4CA5 CANADA 4(v 1A. ) of the of aiel 14st4iCi. "tat , ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) named in the within Consent 1. I was personally present and did see James Cameron Clark, of identification Judgment, on behalf of Crowfoot Land & Livestock.Corporation., who on the basis executed the same. provided to me I believe to be the person named therein, duly signed and , in the Province of 2. That the same was executed at the C.). y of g(e, 45(r-5 that I am the subscribing witness thereto. 1)-klatf+A , and I witnessed is at least the full age of eighteen (18) years. 1 3. That I believe the person whose signature
Sworn before me at IT)ic9DV.) in the Province of , this 1cl day of L.4r. L , 2020.
A Commiss n6r for Oaths in and for Alberta CGILLNRAY RONA MA EXpifeS (print name of witness) y Commission M October 3, _ Oat>
NATDOCS\47159467\V-1 -29-
AFFIDAVIT OF EXECUTION
\ CANADA , of the( 1\-\--LA of WerVC PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT:
1. I was personally present and did see Robin Elaine Clark, named in the within Consent Judgment, on behalf of Crowfoot Land & Livestock Corporation, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. That, the same was executed at the C of ) , in the Province of f4 v , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at ,0{AC- Birdr5 ) in the Province of 1 ‘1-.\-0._ this ) day of . \-\)\--)e_ , 2020. )
/L- Ian T. Walker Oaths in and for Alberta Barrister & Solicitov
(print name of witness) JENNIFER PASKALL Commissioner for Oaths in and for Alberta c w**FtspirY 1 Awil ark, zo.—cr
NATDOCS\47159467\V-1 -31-
Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn:Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED: 1 LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff) AND UPON noting the consent as to form and content of the Defendant James Cameron Clark endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of$ , as against the Defendant James Cameron Clark.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendant James Cameron Clark.
42747701_11 NATDOCS NATDOCS147159467W-1 Act, 3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this / 7 day of 11.-(1t,LC, 2020.
By: Witness:
mes Cameron Clark Name:
42747701_1INATDOCS NATDOCS\47159467\V-1 -33-
AFFIDAVIT OF EXECUTION
I, Ke-imr;11/1 t—cAle-3 CANADA of the of M CIE(..1;44., PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT: in the within Consent 1. I was personally present and did see James Cameron Clark, named the person named Judgment, who on the basis of identification provided to me I believe to be therein, duly signed and executed the same. , in the Province of 2. T t the same was executed at the C of (7)(54--t byte-, , and that I am the subscribing witness thereto. age of eighteen (18) years. 3. That I believe the person whose signature I witnessed is at least the full
Sworn before me at in the Province of Audx.,,-kck. , this day of :Ii:,. —....1_ , 2020. ) .i i ) A A A cr. • )
A Commissio erfor Oaths in and for Alberta I 7 FIONA.IVIACGILLIV Expires (print name of witness) My COMMISGIOCI &C...y)(,, October 3,
42747701_1INATDOCS NATDOCS147159467\V-1 Clerk's stamp:
COURT FILE NUMBER
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ROYAL BANK OF CANADA
DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION,JAMES CAMERON CLARK AND ROBIN ELAINE CLARK
DOCUMENT CONSENT JUDGMENT
ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8
Attn: Sam Gabor Ph.(403) 268- 3048 Fx.(403) 268-3100 File No.: 125665-8928
DATE ON WHICH ORDER WAS PRONOUNCED:
LOCATION WHERE ORDER WAS Calgary Courts Centre, Calgary, Alberta PRONOUNCED:
NAME OF MASTER/JUDGE WHO MADE THIS ORDER:
ORDER
UPON the application of counsel for the Plaintiff, Royal Bank of Canada (the "Plaintiff') AND UPON noting the consent as to form and content of the Defendants James Cameron Clark and Robin Elaine Clark endorsed hereon; AND UPON reading the affidavit of execution, attached hereto;
IT IS HEREBY ORDERED THAT:
1. Judgment is hereby granted in favour of the Plaintiff in the sum of$ , as against the Defendants James Cameron Clark and Robin Elaine Clark, jointly and severally.
2. The Plaintiff is awarded its costs, on a solicitor-client full indemnity basis, as against the Defendants James Cameron Clark and Robin Elaine Clark, jointly and severally.
_J
42747701_1INATDOCS NATDOCS147159467W-1 -36-
3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest Act, RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this day of , 2020.
By: Witness:
James Cameron Clark Name:
Consented as to Form and Content Robin Elaine Clark this /-'t day of , 2020.
Witness: T. Walker Robin Elaine Clark Ian Name: Barrister & Solicitor
42747701_11 NATDOCS NATDOCS147159467W-1 -36-
Act, 3. Interest is awarded post-judgment in accordance with the provisions of the Judgment Interest RSA 2000 c. J-1, as amended.
Master/Justice of the Court of Queen's Bench of Alberta
Consented as to Form and Content James Cameron Clark this fcl. day of JLUtJt, 2020.
By: Witness:
mes Cameron Clark Name:
Consented as to Form and Content Robin Elaine Clark this day of , 2020.
Witness:
Robin Elaine Clark Name:
42747701_1INATDOCS NATDOCS147159467\V-1 -37-
AFFIDAVIT OF EXECUTION
I, Ke..41/ICA , CANADA of the of Plecta..4,...10 PROVINCE OF ALBERTA in the Province of Alberta, MAKE OATH AND SAY: TO WIT: the within Consent 1. I was personally present and did see James Cameron Clark, named in named Judgment, who on the basis of identification provided to me I believe to be the person therein, duly signed and executed the same. in the Province of 2. ThW the same was executed at the aZ of .-z-ybzl.s- , I am the subs *bing witness thereto. Mattrit , and that (18) years. 3. That I believe the person whose signature I witnessed is at least the full age of eighteen
Sworn before me at `")-1. ) in the Province of a , this (4 ) ay of , 2020. ) d ) ) )
A Comm] i6Aer for Oaths in and for Alberta FIONA. MACGILLIV name of witness) My Oon-imission Expirth (print October 3, aLOC)
42747701_1INATDOCS NATDOCS1471594671V-1 -38-
AFFIDAVIT OF EXECUTION
) I, \ \NC-k-k--a-r CANADA ) of the C..\ i._\ of ) PROVINCE OF ALBERTA in the Province of Alberta, ) ) MAKE OATH AND SAY: TO WIT: ) 1. I was personally present and did see Robin Elaine Clark, named in the within Consent Judgment, who on the basis of identification provided to me I believe to be the person named therein, duly signed and executed the same.
2. That the ,sarne was executed at the \-4--/\ of , `(ZDV- ". , in the Province of , and that I am the subscribing witness thereto.
3. That I believe the person whose signature I witnessed is at least the full age of eighteen (18) years.
Sworn before me at CA-Vq L \3-ctc-rci, ) in the Province of -PAN)- e , this 19 ) day of c),)(1..Q..._ , 2020. ) ) ) ) ) Walker A Commissioner ar Oaths in and for Alberta Ian T. Barrister & Solicito•
(print name of witness) JENNIFER PASKALL Commissioner for Oaths In and for Alberti Commb:doe rank?: AO 28,2Q
42747701_11NATDOCS NATDOCS\47159467\V-1 TAB 36 THIS IS EXHIBIT "36"
REFERRED TO IN THE AFFIDAVIT OF
ARNOLD MASSON
Sworn before me this ( day of July, 2020
A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA
Brian Catalano Student-At-Law SECURITY AGREEMENT(CONDITIONAL SALE)
F DATE A-rdti 7)— ,eee PUEL/-1,1SER'S NAN Z DEALER'S NAME (SELLER)(SECURED PARTY) ADDRESS HANLON AG CENTRE LTD. 3,2--f ADDRESS 3005- 18 Ave. North, Lethbridge, Alta. T1H 5V2 1Z•-dr-5'4 G S T. REGISTRATION NO EMAIL ,0 ,41 Phone: (403) 329-8686 R102265204
r— Seller hereby sells and the undersigned Purchaser hereby purchases on the terms and conditions set forth hereunder and on the reverse side hereof the following goods with all attachments and equipment (hereinafter called the "property") delivery and acceptance of which is hereby acknowledged by the Purchaser in good J condition and as ordered. POWER WARRANTY , Seller hereby warrants that the new machinery or equipment (or the engine or motor forming part thereof) if properly maintained and operated under suitable conditions, [I is capable of developing horse power at the belt0 power take off0 drawbar 0 or at the (check one). • NO WARRANTY ON USED EQUIPMENT UNLESS SPECIFIED ON REVERSE SIDE• (QUANTITY NEW OR USED PROPERTY DESCRIPTION (MAKE, MODEL,TYPE, SIZE) SERIAL NO. c4erzate:)AMOUNT , / 4/ Aff 22 .0/t ) 3x''4../....-- glitaor4 — __2‘._4".e...ac___ _..eK.• Z,,,- Of. -•: ,e;"d ./... , }6? .41:6 de-r /... 7- `e , • • or k 2,17D XK- H eo"7/ 2-7 ct /z«00 "c es"t-- z-1C .25 c. ....--7,4 TIRE FEES
SUB TOTAL
G.S.T.
33 Z 571) -- /4 AV5 SUB TOTAL PROV.TAX ENVIRONMENT ( LEVY (B.C.) ...... _ TOTAL CASH SELLING PRICE PP. 02/2 ezv
(QUANTITY TRADE-IN DESCRIPTION (MAKE, MODEL,TYPE, SIZE) HOURS SERIAL NO. AMOUNT
''i•S L if3V 47-4- lfri7Z2. /O&D 1
SUB TOTAL
G.S.T.
SUB TOTAL
PROV.TAX ENVIRONMENT LEVY (B.C.) • ANALYSIS OF SALE• TOTAL TRADE-IN ALLOWANCE .... 1. TOTAL CASH SELLING PRICE $ 2/2 2. LESS ANY DISCOUNT ALLOWED $ "E" NET TRADE-IN 1110- T _ - 3. TOTAL CASH PRICE (1-2) SCHEDUMOYMENTS DUE DATE 4. CASH ON DELIVERY SUBJECT TO MANAGEMENT APPROVAL LI 5. NET TRADE-IN . $ 6. TOTAL CASH AND ALLOWANCE 7. UNPAID BALANCE (3-6) MACHINE DISTRIBUTOR I MANUFACTURER ADDRESS DO HEREBY CERTIFY THAT I AM A BONA FIDE FARMER, AS DEFINED IN THE REGULATIONS UNDER THE "SOCIAL SERVICES ACT (B.C.)" AND I AM PURCHASING THE TANGIBLE PERSONAL PROPERTY FOR PER WHICH EXEMPTION IS CLAIMED TO BE USED SOLELY FOR THE NEEDS OF MY FARM: BUYER'S SIGNATURE FOR FARM EXEMPTION THE PURCHASER ACKNOWLEDGES RECEIPT OF A TRUE COPY OF THIS AGREEMENT AND ACCEPTS THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON THE REVERSE SIDE HEREOF. (PURCHASER'S SIGNATURE) (or if a corporation, duly authorized representative's signature) SELLER (SECURED PARTY) (DEALER'S SIGNATURE OR AUTHORIZED REPRESENTATIVE) (PURCHASER'S SIGNATURE) (or if a corporation, duly authorized representative's signature) SALESMAN AND WITNESS OF PURCHASER'S SIGNATURE (PURCHASER'S SOCIAL INSURANCE NUMBER) FORM AR 2002 A REV.01-13 THIS IS EXHIBIT "37" REFERRED TO IN THE AFFIDAVIT OF ARNOLD MASSON Sworn before me this 3 day of July, 2020 A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA Brian Catalano Student-At-Law Government Personal Property Registry of Alberta ■ Search Results Report Page 1 of 2 Search ID #: Z12723392 Transmitting Party ELDOR-WAL REGISTRATIONS (1987) LTD. Party Code: 50073881 Phone #: 780 429 5969 1200, 10123 99 st NW Reference #: EDMONTON, AB T5J 3H1 Search ID #: Z12723392 Date of Search: 2020-Jun-05 Time of Search: 08:25:37 Serial Number Collateral Search For: M2270XKHB07129 Exact Result(s) Only Found NOTE: A complete Search may result in a Report of Exact and Inexact Matches. Be sure to read the reports carefully. Government Personal Property Registry of Alberta ■ Search Results Report Page 2 of 2 Search ID #: Z12723392 Serial Number Collateral Search For: M2270XKHB07129 Search ID #: Z12723392 Date of Search: 2020-Jun-05 Time of Search: 08:25:37 r-- Registration Number: 19060720422 Registration Type: SECURITY AGREEMENT Registration Date: 2019-Jun-07 Registration Status: Current Expiry Date: 2026-Jun-07 23:59:59 Exact Match on: Serial Collateral No: 1 Debtor(s) Block Status Current 1 CLARK, JAMES, MACK PO BOX 328 BASSANO, AB TOJ OBO Birth Date: 1998-Feb-26 Secured Party / Parties Block Status Current 1 ALBERTA TREASURY BRANCHES-07529 BOX 520 BROOKS, AB T1R1B5 Phone #: 403 362 3351 Fax #: 403 362 3342 Collateral: Serial Number Goods Block Serial Number Year Make and Model Category Status 1 M2270XKHB07129 2019 Massey Ferguson 2270 XD TR - Trailer Current Collateral: General Block Description Status 1 PROCEEDS: ALL PRESENT AND AFTER ACQUIRED PERSONAL PROPERTY Current DERIVED DIRECTLY OR INDIRECTLY FROM ANY DEALINGS WITH THE ORIGINAL COLLATERAL OR PROCEEDS THEREOF 2 ONE (1) 2019 Massey Ferguson 2270 XD 3 X 4 Baler S/N M2270XKHB07129 Current [ Result Complete THIS IS EXHIBIT "38" REFERRED TO IN THE AFFIDAVIT OF ARNOLD MASSON Sworn before me this 13 day of July, 2020 A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA trio Catalano Student-At-Law AALDENTONS Sam Gabor Dentons Canada LLP Senior Associate and Trademark Agent 15th Floor, Bankers Court 850-2nd Street SW [email protected] Calgary, AB, Canada T2P OR8 D 4-1 403 268 3048 dentons.com July 7, 2020 File No.: 125665-8928 DELIVERED VIA EMAIL Stringam LLP Maclean Wiedemann Lawyers LLP 402, 3rd Ave SW Box #124 - 103, 2 Avenue W. Medicine Hat, AB T1A 4Z1 Brooks, AB T1R 1B Attention: Sharah L Kershaw Attention: Jonathan P. Tieman Re: Forbearance Agreement Between Royal Bank of Canada ("RBC"), Crowfoot Land & Livestock Corporation ("Crowfoot"), James Cameron Clark("Cameron"), Robin Elaine Clark ("Robin", along with Crowfoot and Cameron, the "Debtors") All capitalized terms not otherwise defined herein have the meaning given to them in the Forbearance Agreement dated June 19, 2020, between RBC and the Debtors. We are writing further to our email dated July 3, 2020 and we confirm that the Debtors are in default of their obligations under the Forbearance Agreement between the parties, namely: 1. Crowfoot has failed to make its requisite monthly payments to RBC under the Credit Agreements under loans 19993476-019, 19993476-021, 19993476-025, 19993476-027 and 47818324-001 (see paragraphs 4.1 and 4.9 of the Forbearance Agreement); 2. The Debtors have failed to provide a term sheet or other evidence of refinancing from a reputable third-party lender satisfactory to RBC by June 30, 2020, with said evidence providing that the Debtors will be able to repay the Indebtedness in full by the Forbearance Date of July 31, 2020 (see para. 4.3 of the Forbearance Agreement); 3. Mr. James Clark, Cameron's father, has moved to register an encumbrance attaching against SW- 7-22-19-W4 in Alberta Land Titles (see para. 4.14 of the Forbearance Agreement); 4. The Debtors have failed to provide a written update detailing their refinancing and repayment efforts on July 3, 2020 (see para. 4.17 of the Forbearance Agreement). We also were previously advised by Mr. Tieman on June 23, 2020 that your clients would be liquidating the majority of equipment found at Schedule H of the Forbearance Agreement through public auction with Ritchie Brothers on July 16, 2020 in Lethbridge. RBC agreed to the liquidation shortly thereafter. We have since learned that your clients did not make efforts to proceed with the liquidation. I had previously advised you in our phone call of June 29, 2020 that said equipment could have been delivered to Ritchie Brothers by July 8, 2020 and the equipment could still have been included in the July 16 auction. This information was based on previous advice RBC had received directly from Ritchie Brothers. Rattagan Macchiavello Arocena ► Jimenez de Arechaga, Viana & Brause ► Lee International ► Kensington Swan ► Bingham Greenebaum ► Cohen & Grigsby ► Sayarh & Menjra ► Larrain Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. 0.- Delany Law ► Dinner Martin ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms NATDOCS\47457205\V-1 AOLDENTONS dentons.com July 7, 2020 Page 2 RBC also learned as of yesterday that the 2010 Challenger Baler which was pledged to RBC by Crowfoot as collateral was traded in by Mr. James Mack Clark, your clients' son, for a 2019 Massey Ferguson Baler. RBC has reviewed its records and it never provided permission to the Debtors or Mr. Mack Clark that they could trade-in the 2010 Challenger Baler. This has further compromised RBC's security position as the 2019 Massey Ferguson Baler has been pledged by Mr. Mack Clark as security to ATB Financial. This unauthorized trade-in is a further breach of the Lender Documents. Based on the foregoing defaults and continuing breaches under the Lender Documents and Forbearance Agreement, RBC is no longer prepared to forbear and hereby terminates the Forbearance Agreement. RBC may now proceed forward with its rights and remedies. Yours truly, Dentons Canada LLP Sam Gabor Senior Associate and Trademark Agent SG/ms c.c. Client (via email) NATDOCS\47457205W-1 THIS IS EXHIBIT "39" REFERRED TO IN THE AFFIDAVIT OF ARNOLD MASSON Sworn before me this 13 day of July, 2020 A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA Brian Catalano Student-At-Law From: Kyle Nielson Good morning, Cam Clarke has asked me to pass on some information regarding the potential auction options for his equipment. Ritchie Brothers Auctioneers had supplied Cam with a contract to auction on June 23rd, 2020 for our July 16th Lethbridge yard auction for the following assets. 2018 John Deere T670 Combine 2018 Fella 8055 PRO Hay Rake 2017 Bourgault 3320 Airdrill with Bourgault Air-cart 2017 Fendt 724 Vario MFD Tractor 2014 John Deere 635 Draper Header 2013 John Deere R450 Mower Conditioner John Deere ATU 200 Auto-steer Steering Wheel John Deere Starfire 6000 Receiver Globe Upon sending contract I then reached out to Cam to confirm he had received the document. At that time I was informed that his legal team along with his ex-wife's legal team would review the documents. Later the following week I was informed that his ex-wife would not agree to the terms of selling the assets via unreserved auction at this time. Cam and I discussed other options. Market Place E listing Service: This service is a listing platform for RBA where in place we collect an inspection fee and list the assets for sale with a Buy It Now/Make an offer option to the general public. Owner of assets can in this platform control the selling price. There is no certainty of sale with this platform. Cam was to purpose this process to the legal teams. Most recently Cam and I spoke of a Ritchie Brothers Purchase of assets with payment dates TBD upon delivery of assets to our Lethbridge location. I am planning to complete appraisal of assets on Thursday July 9th. In turn to complete a purchase proposal will take 3-5 working days after appraisal so I should be able to present a purchase proposal on or before Wednesday July 15th. Please inform me if you have any questions or concerns in regards to the Purchase proposal. Regards Kyle Nielson Agriculture Territory Manager Southwest Alberta (403)894-5548 [email protected] THIS IS EXHIBIT "40" REFERRED TO IN THE AFFIDAVIT OF ARNOLD MASSON Sworn before me this 13 day of July, 2020 A COMMISSIONER OF OATHS IN AND FOR THE PROVINCE OF ALBERTA Brian Catalano Student-At-Law Sam Gabor Dentons Canada LLP 15th Floor, Bankers Court [email protected] 850-2nd Street SW D +1 403 268 3048 Calgary, AB, Canada T2P OR8 dentons.com July 11, 2020 DELIVERED VIA EMAIL AND REGULAR MAIL James Cameron Clark Maclean Wiedemann Lawyers LLP Box #124 - 103, 2 Avenue W. Brooks, AB T1R 1B Attention: Jonathan Tieman RE: Guarantee of Obligations of Crowfoot Land & Livestock Corporation (the "Debtor") to Royal Bank of Canada (the "Lender") by James Cameron Clark (the "Guarantor") Our File No. 125665-8928 As you know, we are counsel to the Lender in connection with the credit facilities outstanding between the Debtor and the Lender as referenced in Schedule "A" to the demand letter sent to the Guarantor dated January 27, 2020. We are writing to you as counsel for the Guarantor. On June 19, 2020, the Guarantor entered into a Continuing Guarantee (including Postponement of Claim) limited to $500,000.00, plus interest at RBC's prime rate plus 5%, plus costs, as set out in the guarantee (the "Guarantee"). The Guarantor also entered into a Forbearance Agreement dated June 19, 2020 which was previously terminated on July 7, 2020 by the Lender. The Guarantee is payable upon demand. Pursuant to the Guarantee, demand is hereby made upon the Guarantor for payment in the amount of $500,000.00, plus interest and costs as are provided for under the Guarantee. Please note that the Guarantor's obligations under the Guarantee will continue to accrue interest at the rates agreed and to accrue costs, all of which the Guarantor will be responsible for, until payment of all amounts owing is received. Payment may be made by providing either a certified cheque or bank draft to the following address: Royal Bank of Canada c/o Dentons Canada LLP, in Trust 1500-850 2 Street SW Calgary, AB T2P OR Attention: Sam Gabor The Lender reserves its rights to proceed against the Guarantor at any time or from time to time without the necessity of serving a new demand for payment. Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maciay Murray & Spens ► Gallo Barrios Pickmann ► Munoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ► tM NATDOCS\47565322\V-1 dentons.com July 11, 2020 Page 2 Yours truly, Dentons Canada LLP Sam Gabor Senior Associate and Trademark Agent SG NATDOCS\47565322\V-1