E-mail: sgraff@airdberlis.com January 3, 2012
POSTED ONLINE (www.grantthorton.ca/edeg worth)
To all persons who currently hold preferred shares of Edgeworth Mortgage
Investment Corporation ("EMIC I"), Edgeworth Mortgage Investment II
Corporation ("EMIC II") and/or Biggs Avenue Mortgage Investment Corporation
("EMIC III" and, together with EMIC I and EMIC II, the "MICs")
Dear Sirs/Mesdames:
Re: Insolvency Proceedings Involving Edgeworth Properties Inc. and the Other
Related Entities (collectively, the "Edgeworth Group") (Court File No. CV-11-9409-OOCL)
This letter provides an update to the MIC Investors regarding the insolvency proceedings of the Edgeworth Group since Representative Counsel's previous letter dated November 14, 2011 (the "November 14 Letter"). Unless otherwise indicated, all defined terms herein have the same meaning as in the November 14 Letter.
1. Steering Committee
In the November 14 Letter and at the informal meetings held in Edmonton, Alberta on November 24, 2011, and in Calgary, Alberta on November 25, 2011 (the "Meetings"), Representative Counsel requested interested MIC Investors to apply for a position on a steering committee that would act as liaison between Representative Counsel and the MIC Investors (the "Committee").
We were contacted by several interested individuals. Mindful of the Committee's need to fairly represent the diverse interests of all the MIC Investors, we offered Committee membership to 9 individuals. Of those, 8 individuals agreed to be part of the Committee and are outlined in Appendix "A" (the "Members"). We plan to ask the Court
to formally recognize the Members and ask that they be exempt from any liability related to their position on the Committee.
The Members are dedicated to representing the views and interests of all the MIC Investors. Through them, Representative Counsel can receive instructions efficiently and advocate on your behalf in a cost-effective fashion. Representative Counsel will continue to communicate with the MIC Investors through both the Committee and the Monitor's Website at www.grantthornton.ca/ed geg vorth under the section "Communications to MIC Investors".
Brookfield Place, 181 Bay Street, Suite 1800, Box 754 = Toronto, ON w M5J 2T9 z Canada T 416.863.1500 416.863.1515
2. EdLyeworth Properties
As you know, the MIC Investors have an interest in the MICs through preferred shareholdings. The MICs have both secured and unsecured interests in the Edgeworth Properties. Any recovery that the MIC Investors receive, if any, will therefore be a function of the value of the Edgeworth Properties. The Monitor and Receiver are currently evaluating the status, potential and marketability of the Edgeworth properties.
Pursuant to the Receivership Order, the Edgeworth Properties are segregated into three categories: (1) Receivership Properties to be Liquidated ( "Category 1"); (2) Receivership Properties to be Studied ("Category 2"); and (3) Receivership Properties to Undergo Further Construction ("Category 3"). Category 1 properties are generally
undeveloped and unzoned tracts of land that will be sold as soon as possible. Category 2 includes properties that have been developed and/or zoned to some limited extent, and will undergo a cost/benefit study to determine whether they should be further developed to maximize value or placed into Category 1. Category 3 properties have been substantially developed and/or zoned and will undergo a cost/benefit study to determine to what extent further development is required to maximize value.
We have been provided with an initial categorization of the Edgeworth Properties, attached in Appendix "B". The MICs have an interest in 7 of the 8 Edgeworth Properties in Category 1, in 3 of the 4 Edgeworth Properties in Category 2 and in 3 of the 4 Edgeworth Properties in Category 3.
Listings for sale of the Category 1 Edgeworth Properties are currently underway. Independent consulting studies of the Category 2 and Category 3 Edgeworth Properties are also currently underway. Accordingly, the time for realization, the resources necessary to maximize realization and the realizable value of the Edgeworth Properties is currently unknown. We will provide updates in that regard as we receive further information.
(a) Motion by Firm Capital Mortgage Fund Inc. ("Firm Capital") re
Edgeworth Properties — Creekside Estates Inc. ("Creekside")
On Monday, December 12, 2011, Firm Capital brought a motion to the Court to remove Creekside from the Receivership Order. Firm Capital holds a first mortgage over Creekside that is more than the value of that property. The Court granted the motion and ordered a judicial sale of Creekside. EMIC I has a third ranking mortgage on Creekside in the amount of $3,750,000. It is unlikely that the MIC Investors will realize any proceeds from the judicial sale of Creekside based on the value information that we have been provided with.
3. Extended Stay of Proceedings
On Monday, December 12, 2011, the Court extended the stay of proceedings, which prevents any claim from being advanced against the Edgeworth Group, to February
AIRD & BERLIS LLP
17, 2012. The extension will allow the Monitor, Receiver and CRO to manage the Edgeworth assets without interference from third parties.
4. Validity of Mortgages
As you know, many of the Edgeworth Properties are purportedly encumbered by various mortgages in favour of third partied and the MICs. Representative Counsel understands that the Receiver and/or the Monitor will investigate the validity and enforceability of the mortgages. We will update you as we receive further information.
5. Conference Call with MIC Investors
We initially contemplated a conference call for the benefit of those MIC Investors who were unable to attend the Meetings. However, given the large number of MIC Investors and current number of variables in the proceedings, we instead ask any MIC Investors to direct their questions to the Committee or to us directly but suggest that such inquiries are withheld pending the conveyance of further information and communication..
Yours truly,
cc: Mr. Michael Creber, Grant Thornton Limited (Monitor)
Mr. Steven Weisz, Blake, Cassels & Graydon LLP (Counsel to the Monitor) Mr. Jerry Henechowicz, MNP Ltd. (Receiver)
Mr. Craig Mills, Miller Thomson LLP (Counsel to the Receiver)
Mr. Shayne Kukulowicz, Fraser Milner Casgrain LLP (Counsel to the Edgeworth Group)
1 The third party mortgagees are: Romspen Investment Canada, Sterling Bridge Mortgage Corp., Mortgage
Services Ltd., Hurlburt Farms Ltd. and Firm Capital Corporation.
Appendix "A"
Committee Members
1. Arthur (Art) Lange
Email: art@ajlconsulting.ca
2. Blair Conrad Foster
Email: bfoster@acpartners.ca
3. Jacques Comeau
Email: jack@comeaufinancial.com
4. Kenneth Lee Raine
Email: lee@wealthdesigngroup.ca
5. Ray Hassan
Email: rhassan@salientconsultingcorp.com
6. Robin Stacey MacKay
Email: robin.mackay@drakewellington.com
7. Steve Elliott
Email: steve@mineralfields.com
8. Yossef Hamdon
Appendix `B"
Categorization of Edgeworth Properties
1. Category I - Receivership Properties to be Liquidated
(i) Edgeworth Properties - Derrik View Estates Inc. (ii) Edgeworth Properties — Ellerslie Ridge Inc. (iii) Edgeworth Estates at Manning Drive Phase I Inc. (iv) Derrick View Estates Phase II Inc.
(v) 1330433 Alberta Ltd.
(vi) Edgeworth Properties — Jasper Ridge Estates Inc. (vii) Edgeworth Properties — Estates at Thompson Lake Inc.
(viii) Edgeworth Properties — Estates at Thompson Lake (Phase 2) Inc.
2. Category II — Receivership Properties to be Studied
(i) Edgeworth Properties — Creekside Estates Inc. (ii) Edgeworth Properties — Wolf Creek Estates Inc. (iii) 1519560 Alberta ltd. — Blackfolds
(iv) 1253122 Alberta Ltd. ("Fort McMurray")
3. Category III — Construction
(i) Edgeworth Place at Hartland Inc.
(ii) Edgeworth Properties — Hartland Ridge Inc. (the "Redwater Development") (iii) Edgeworth Properties — Southpoint Landing Inc. ("Camrose Development") (iv) Edgeworth Place at Spruce Ridge Drive Inc. ("Spruce Grove Condo")
