IN THE SUPREME COURT OF BRITISH COLUMBIA No. S144265 Vancouver Registry IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTS ACT, R.S.C. 1985, C. C-36, AS AMENDED I_\`l ~~ IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP., AND 0817642 B.C. LTD. 1:3~~~i~/~~i1 _ ~ ROMSPEN INVESTMENT CORPORATION Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and 0817642 B.C. LTD. Respondents ORDER MADE AFTER APPLICATION BEFORE THE HONOURABLE MADAM JUSTICE FITZPATRICK 12 Aug 2016 ON THE APPLICATION of the Petitioner, Romspen Investment Corporation ("Romspen"), coming on for hearing at Vancouver, British Columbia, on the 12th day of August 2016; AND ON HEARING Steven D. Dvorak and Matthew Nied, counsel for the Petitioner, and those other counsel listed on Schedule "A" hereto, and no one appearing for those other respondents listed on Schedule "B" hereto, although duly served; AND UPON READING the material filed, including Affidavit #2 of Mary Gianfriddo sworn on August, 2016, the Affidavit #2 of Ian
2 MacKay sworn on August, 2016, and the Eleventh Report of the Monitor dated August 4, 2016 (the "Report"): THIS COURT ORDERS AND DECLARES THAT: Dismissal of Applications Subject to and upon completion of the sale transaction (the "Transaction") contemplated by the Asset Purchase Agreement dated August 4, 2016 (the "Asset Purchase Agreement") between: (a) Romspen or its Nominee, Ponderosa Holdings (BOG) Limited (the "Fund") and/or NewCo #1 and NewCo #2 (collectively, the "Purchaser"); and (b) Ponderosa Peachland Development Limited Partnership, Treegroup Ponderosa Development Corp. and 0817642 B.C. Ltd. (collectively, the "Debtors") by D. Manning &Associates Inc., in its capacity as Court Appointed Monitor (the "Monitor"), and not in its personal capacity (collectively, the "Seller") a copy of which is attached as Appendix "E" to the Report, the following matters are both hereby dismissed as if the matters had been heard and dismissed on their merits, without costs to any party: (c) Romspen's Notice of Application filed November 27, 2015 and heard November 25 and 26, 2015, a copy of which is attached as Schedule "~" hereto, in respect of the priority dispute between Romspen and the Fund (the "Summary Trial Application"), as to which judgment is presently under reserve; and (d) Romspen's Notice of Application filed March 11, 2016 and adjourned generally, a copy of which is attached as Schedule "~" hereto, in respect of an application for an order that the Summary Trial Application be reopened to permit Romspen to adduce additional evidence. Extension of Stay Period 2. The terms of the Initial Order and the extending orders of the Court, pronounced July 22, 2014, October 17, 2014, October 24, 2014, January 15, 2015, February 27, 2015, April 7, 2015, July 27, 2015, December 11, 2015, March 10, 2016, and June 17, 2016 and the Stay Period as defined therein, be extended until and including 11:59 p.m. on September 12, 2016. Monitor Authorized to Assign Debtors into Bankruptcy 3. The Monitor be and is hereby authorized, empowered and directed, on behalf of all or any of the Debtors, to file with a licensed insolvency trustee, including D. Manning & Associates Inc., an assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act, R.S.C., 1985, c. B-3 (the "BIA"), and to take any such steps as may be necessary to effect such an assignment, at any time prior to the termination of the Stay Period.
3 General 4. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, wherever located, to give effect to this Order and to assist the Monitor 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 Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Monitor and its agents in carrying out the terms of this Order. 5. The Petitioner or any other party have liberty to apply for such further or other directions or relief as may be necessary or desirable to give effect to this Order. 6. Endorsement of this Order by counsel appearing on this application, other than counsel for the Petitioner, is hereby dispensed with. 7. This Order be entered on an expedited basis. THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT: Signature of party lawyer for Romspen Investment Corporation Steven D. Dvorak By the Court. Registrar
A-1 SCHEDULE A LIST OF COUNSEL IN ATTENDANCE
SCHEDULE B LIST OF RESPONDENTS NOT APPEARING ALTHOUGH DULY SERVED
C-1 [NTD: REMAINING SCHEDULES TO BE ADDED]
No. S144265 Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA ROMSPEN INVESTMENT CORPORATION r_vi ~ Petitioner PONDEROSA PEACHLAND DEVELOPMENT LIMITED PARTNERSHIP, TREEGROUP PONDEROSA DEVELOPMENT CORP. and 0817642 B.C. LTD. Respondents ORDER MADE AFTER APPLICATION CASSELS BROCK & BLACKWELL LLP Lawyers 2200-885 West Georgia Street Vancouver BC V6E 3C8 Matthew Nied mnied@casselsbrock.com Tel: 604.283.1482 Fax: 604.691.6120 Lawyers for the Petitioner MN/cef File 43258-15 Filing Agent: West Coast Title Search