Fourth Report to Court of KSV Kofman Inc. as Liquidator of Coventree Inc. December 22, 2017

Transcription

1 Fourth Report to Court of KSV Kofman Inc. as Liquidator of Coventree Inc. December 22, 2017

2 Contents Page 1.0 Introduction Purposes of this Report Restrictions Background Inspectors Claims Process Interim Distributions Statutory Requirement Exemptions Activities and Events Since the Third Report Reporting to Shareholders Appeals Against OSC Administrative Penalty Orders Tax Resolutions Tai Claims Estimated Funds Available to Shareholders Matters Outstanding Books and Records Resolved Unpaid Claims Tax Matters Liquidator s Activities Inspectors Activities Fees of the Liquidator and its Counsel Shareholders Final Distribution and Dissolution of Coventree Recommendation...14 Appendices Tab Winding-Up Order... A Claims Procedure Order... B Claim Listing... C Liquidator s reports to Shareholders... D Update... E List of Books and Records...F Affidavit of fees sworn by Robert Harlang... G Affidavit of fees sworn by Robin Schwill... H ksv advisory inc. Page i of i

3 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No.: CV CL KSV KOFMAN INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. APPLICANT APPLICATION UNDER SECTION 207 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B.16, AS AMENDED IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. FOURTH REPORT OF KSV KOFMAN INC. AS LIQUIDATOR OF COVENTREE INC. DECEMBER 22, Introduction 1. On June 30, 2010, the shareholders of Coventree Inc. ( Coventree or the Company ) passed a special resolution approving, among other things: a) the voluntary windingup of Coventree pursuant to Section 193 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the OBCA ) at a time to be determined by the directors of Coventree; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. 2. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by Coventree s shareholders (the Shareholders ). Duff & Phelps Canada Restructuring Inc. ( D&P ) is the liquidator named in the Liquidation Plan. 3. All capitalized terms used in this report (the Report ) that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 4. By resolution of Coventree s board of directors, February 15, 2012 was determined to be the Effective Date of the Liquidation Plan. ksv advisory inc. Page 1 of 14

4 5. Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Ontario Superior Court of Justice (Commercial List) ( Court ) under Section 207 of the OBCA for orders: To have the winding-up of Coventree supervised by the Court (the Winding-Up Order ); and Establishing a process for the identification, resolution and barring of claims against the Company, its subsidiaries and their respective directors and officers, both past and present (the Claims Procedure Order ). 6. On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. Copies of these orders are provided in Appendices A and B, respectively, to this Report. The Liquidation Plan is appended to the Winding-Up Order. 7. Effective June 30, 2015, KSV Kofman Inc. ( KSV ) acquired D&P. Pursuant to an order of the Court made on July 10, 2015, the name of the firm handling D&P s mandates was changed from D&P to KSV, including acting as Liquidator in these proceedings. 8. This Report is being filed by KSV in its capacity as the Liquidator. 1.1 Purposes of this Report 1. The purposes of this Report are to: a) Provide background information about the Company; b) Provide an update on the Company s proceedings since the Liquidator s previous report to Court dated December 3, 2012 (the Third Report ); c) Summarize the matters that remain outstanding; d) Recommend that the Court make an order (the Final Distribution and Dissolution Order ), among other things: Authorizing and directing the Liquidator to make a final distribution (the Final Distribution ) to the Shareholders of the funds remaining after: (i) payment of all Proven Claims, as defined hereafter, and the expenses of the Company and the Liquidator (the Remaining Funds ); and (ii) obtaining clearance certificates from Canada Revenue Agency ( CRA ) with respect to Coventree s corporate tax and payroll tax accounts (the Clearance Certificates ); Dispensing with the requirement under Section 201(2) of the OBCA for the Liquidator to convene any further Shareholders meetings; Approving the destruction of the Company s books and records (the Books and Records ) upon the Dissolution; ksv advisory inc. Page 2 of 14

5 Discharging the Liquidator and the Inspectors (as defined in Section 3.0 of this Report) upon the Liquidator filing a certificate with the Court that the Remaining Funds have been distributed to the Shareholders and all matters relating to the administration of the Company's liquidation have been completed (the Liquidator s Certificate ); Dissolving Coventree upon the filing of the Liquidator s Certificate with the Court; Approving the Liquidator s fees and disbursements and those of its counsel, Davies Ward Phillips & Vineberg LLP ( Davies ), for the period from November 1, 2012 to November 30, 2017, as set out in Sections , and , respectively, as well as the Fee Accrual (as defined below); and Approving the activities of the Liquidator and the Inspectors as described in this Report. 1.2 Restrictions 1. In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit or other verification of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information presented in this Report, or relied upon by the Liquidator. 2.0 Background 1. The Company was incorporated in 1998 under the OBCA. Immediately prior to the Effective Date, the Company s shares (the Common Shares ) were publicly traded under the symbol COF-H on the NEX, a board of the TSX Venture Exchange. On February 14, 2012, the Common Shares ceased trading. At the Effective Date, there were 15,157,138 outstanding Common Shares. 2. As of the Effective Date, the Company had two subsidiaries, Coventree Capital Inc. ( CCI ) and Coventree Holdings Inc. ( CHI ). As discussed further below, CCI and CHI have since been dissolved. 3. Coventree was a financial intermediary specializing in structuring and funding solutions for clients using special purpose trusts established by Coventree and funded by asset-backed commercial paper ( ABCP ). The Company also provided financial and administrative services to conduits sponsored by third parties. ksv advisory inc. Page 3 of 14

6 4. The Company s business was materially impacted on August 13, 2007 when ABCP conduits sponsored by Coventree and other conduit sponsors that were not among the five largest Canadian banks, were unable to place sufficient new ABCP to fund the repayment of previously issued ABCP that matured that day and were unable to draw on market disruption liquidity facilities (the Market Disruption ). A restructuring plan pursuant to the Companies Creditors Arrangement Act for parties impacted by the Market Disruption was ultimately concluded on January 21, The Company has effectively been winding down its business since shortly after the Market Disruption. Since May 2009, the Company s primary source of revenue has been limited to interest income earned on cash and cash equivalents held by the Company. 6. More detailed background information on the Company, including its dealing with the Ontario Securities Commission ( OSC ), is contained in the Liquidator s first report to Court dated February 7, 2012 previously filed in these proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Inspectors 1. Pursuant to the Liquidation Plan, the Company s directors were deemed to have resigned on the Effective Date and each of Messrs. Brendan Calder, Geoffrey Cornish and Wesley Voorheis were appointed inspectors of the Company's liquidation pursuant to Section 194 of the OBCA. Messrs. Calder and Cornish subsequently resigned their positions and were replaced by Messrs. William Aziz and Joseph Wiley (together with Mr. Voorheis, the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. None of the Inspectors are shareholders of the Company. 2. The primary role of the Inspectors has been to oversee litigation between Coventree and third parties. 4.0 Claims Process 1. Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim (a Claim ) were required to deliver a written notice of such (a Claim Notice ) on or before April 13, 2012 (the Claim Bar Date ). 2. In accordance with the Claims Procedure Order, the Liquidator reviewed all Claim Notices filed on or before the Claim Bar Date to determine, with the approval of the Inspectors, whether to allow, partially allow, partially disallow or disallow each particular Claim and to deliver to each Claimant a written notice of such determination (a Notice of Determination of Claim ) setting out the reasons for the determination as soon as reasonably practicable. ksv advisory inc. Page 4 of 14

7 3. The Liquidator responded to all Claim Notices and issued Notices of Determination of Claim wherever possible. A list of the Claim Notices and a summary of the status of such Claims, including their estimated balances or applicable reserves established by the Liquidator (the Claim Listing ), is provided in Appendix C. No Claim Notices have been received subsequent to the Claim Bar Date. All Proven Claims, with the exception of a portion of the Claims of Mr. Cornish and Ms. Ani Hotoyan-Joly relating to their respective termination pay, have been paid since the Claim Bar Date, with the approval of the Inspectors. 4. All Claims have been resolved with the exception of certain marker Claims filed by CRA. The unresolved Claims filed by CRA consist of six (6) provisional claims related to sales, payroll and corporate taxes, in the amount of $1 each. These unresolved Claims are subject to amendment upon the completion of one or more audits by CRA. 5. The Liquidator is of the view that no amounts are owing by Coventree in respect of sales, payroll or corporate taxes. As discussed further below, CRA issued a clearance certificate on July 10, 2013 for Coventree s sales tax account and no sales taxes have been collected or input tax credits ( ITCs ) claimed since that time. Accordingly, the Liquidator will be requesting that CRA withdraw its provisional claim in this regard. Similarly, the Liquidator will be requesting that CRA either amend or withdraw its other provisional claims once Clearance Certificates have been issued. 5.0 Interim Distributions 1. Pursuant to a Court order made on April 30, 2012, the Liquidator was authorized to make an interim distribution to the Shareholders comprised of a return of capital and a taxable dividend. 2. On May 4, 2012, the Liquidator distributed $44.5 million in cash and 2,661,449 shares of Xceed Mortgage Corporation in-kind on a pro rata basis to the Shareholders (the First Interim Distribution ), resulting in a total distribution of approximately $3.20 per share. 3. Pursuant to a Court order dated December 14, 2012, the Liquidator was authorized to make a second interim distribution to the Shareholders of approximately $8.8 million, or $0.58 per share (the Second Interim Distribution ). On January 15, 2013, the Liquidator distributed $8.8 million to the Shareholders, bringing the aggregate total interim distributions to $3.78 per share. 6.0 Statutory Requirement Exemptions 1. As set out in Section 2.0 of this Report, Coventree is an OBCA corporation, whose shares had been publicly traded and whose business activities had been wound down in As an OBCA corporation whose shares were publicly traded, Coventree had various obligations under applicable corporate law statutes. ksv advisory inc. Page 5 of 14

8 3. In the fall of 2012, Coventree obtained an order from the OSC specifying that Coventree ceased to be a reporting issuer and offering corporation under the OBCA. 4. As a result of the OSC order referenced above, for the purpose of Canadian securities legislation, the Company no longer had any continuous disclosure obligations to its shareholders, which includes the requirement to provide quarterly and annual financial statements. 5. On December 14, 2012, the Court issued an order that neither the Company nor the Liquidator was required to comply with Sections 94, 149 or 154 and part XII of the OBCA, including dispensing with the requirement to present financial statements and an auditor s report thereon to the Shareholders. The basis for seeking this order was to save unnecessary costs. 7.0 Activities and Events Since the Third Report 7.1 Reporting to Shareholders 1. As required under Section 201(2) of OBCA, the Liquidator has convened meetings of Shareholders annually and presented its report to Shareholders. The most recent meeting of Shareholders was held on February 1, Aside from Mr. Tai or his representatives and Mr. Cornish, few, if any, Shareholders have attended these meetings. 2. Copies of the Liquidator s reports to Shareholders presented at each of the Shareholders meetings are provided in Appendices D-1 to D-5. The reports to Shareholders are also posted on the Liquidator s website. 3. As discussed further below in Section 13.2, the Liquidator is recommending that the Court make an order dispensing with the need for any further Shareholders meetings. 7.2 Appeals Against OSC Administrative Penalty Orders 1. Pursuant to an order dated November 8, 2011 (the OSC Administrative Penalty Order ), an administrative penalty of $500,000 was issued by the OSC against each of Messrs. Cornish and Tai, former officers and directors of Coventree. Messrs. Cornish and Tai filed indemnity claims with the Liquidator (the Indemnity Claims ) for these amounts in accordance with the Claims Procedure Order. 2. Messrs. Cornish and Tai appealed the OSC Administrative Penalty Order to the Ontario Divisional Court, which denied the appeal (the Divisional Court Decision ). 3. Messrs. Cornish and Tai sought leave to appeal the Divisional Court Decision to the Ontario Court of Appeal. Leave to appeal was denied. 4. As required under the terms of the indemnities made by Coventree to each of Messrs. Cornish and Tai, Coventree paid the penalties under the OSC Administrative Penalty Order, together with certain of the legal fees associated with the appeal proceedings. ksv advisory inc. Page 6 of 14

9 7.3 Tax Resolutions Corporate Taxes CCI and CHI 1. CRA filed a $1.1 million claim in respect of expenses deducted in 2007 by one of the Company s subsidiaries, CCI. At the time of receiving CRA s claim, CCI s records reflected a tax receivable of $1.1 million. 2. In order to avoid potential additional interest charges, the Company paid the $1.1 million claim to CRA. CCI also filed an amended and restated tax return for 2009, claiming the expenses that had previously been deducted in the 2007 tax return and a $2.2 million refund, inclusive of the aforementioned $1.1 million payment. 3. On April 2, 2014, CRA denied the deductions claimed in the amended and restated 2009 tax return. After consulting with its tax advisors and with the approval of the Inspectors, the Company decided not to appeal CRA s decision. 4. In 2012, CRA issued reassessment notices to Coventree s other subsidiary, CHI. The reassessments disallowed certain deductions claimed in CHI s 2007 and 2008 tax returns. The reassessments claimed totalled approximately $564, The Company paid CHI s reassessments in the fall of 2012 and early 2013, in order to avoid any further potential interest charges, while it considered whether to appeal the reassessments. After consulting with its tax advisors and with the approval of the Inspectors, the Company decided not to appeal the reassessments. 6. On May 17, 2016, CCI and CHI were dissolved Sales Taxes 1. In September, 2012, CRA issued reassessments for goods and services taxes ( GST ) and harmonized sales taxes ( HST ) covering the reporting periods from March 1, 2010 to December 31, The reassessments were in the approximate amount of $1.6 million. The basis for the reassessments was that the Company had ceased to carry on a commercial activity and was therefore not entitled to claim ITCs. 2. After consulting with its tax advisors and with the approval of the Inspectors, Coventree paid the reassessments and has made no claims for ITCs from 2012 onward. 3. As a result of not making any further claims for ITCs, the Liquidator requested a clearance certificate from CRA for the Company s GST/HST account and those of CCI and CHI. The clearance certificates were issued by CRA on July 10, 2013 with an effective date of June 30, ksv advisory inc. Page 7 of 14

10 7.4 Tai Claims 1. Mr. Tai, a former officer and director of Coventree, filed Claims in the liquidation, including for termination pay in the amount of $500,000 (the Termination Pay Claim ) and for the cancellation of the 736,522 Common Shares that had been issued to him under the Company s share allocation plan (the SAP Share Claim ). 2. Mr. Tai, directly or through corporations controlled by him, owned 2,813,897 Common Shares The Liquidator admitted the Termination Pay Claim. In accordance with the terms of the termination payment arrangement between Mr. Tai and the Company, the payment of the Termination Payment Claim was to be paid upon the completion of the Company s liquidation. 4. The Liquidator disallowed the SAP Share Claim, which remained an unresolved claim pursuant to the Claims Process, as set out in the Liquidation Plan and the Claims Procedure Order. 5. As permitted in Section 4.3 (a) of the Liquidation Plan, the Inspectors resolved to administer the SAP Share Claim and all litigation related thereto (the Tai Litigation ) 6. The Inspectors also resolved to have the SAP Share Claim determined in the legal proceedings that had been commenced by Mr. Tai on October 14, Over a period exceeding five (5) years since the Effective Date, the Tai Litigation proceeded through the normal litigation course, including documentary discoveries, motions arising from discovery examinations, unsuccessful settlement discussions and mediation attempts. 8. During a Court mandated mediation held in May, 2017, the SAP Share Claim was resolved, with the settlement being finalized on September 27, 2017, subject to certain escrow conditions (the Escrow Conditions ). The Escrow Conditions were satisfied on October 19, The payment to Mr. Tai, directly or through corporations controlled by him, contemplated in the SAP Share Claim settlement was $4.5 million (the Settlement ). The Settlement payment covered the SAP Share Claim, the Termination Pay Claim of $500,000 and the purchase for cancellation of the 2,813,897 Common Shares owned by Mr. Tai or corporations controlled by him. 1 On the Effective Date, Mr. Tai owned an additional 112,500 Common Shares. With the Liquidator s consent, these shares were subsequently transferred to his former spouse. ksv advisory inc. Page 8 of 14

11 10. The allocation of the Settlement amount, as approved by the Court, was as follows: Termination Pay Claim $ 500,000 Purchase of Common shares for cancellation 3,000,000 Damages 1,000,000 Total Settlement Payment $ 4,500, As a result of the Settlement, the number of Common Shares outstanding has been reduced to 12,343,241 from 15,157, Pursuant to a letter dated October 30, 2017, the Liquidator issued an update to the Shareholders regarding the Settlement. A copy of the Update is provided in Appendix E. 8.0 Estimated Funds Available to Shareholders 1. As a result of the Settlement, all Claims filed in accordance with the Claims Procedure Order, other than those filed by CRA, have been resolved. Distributions required to be made in respect of Proven Claims have now been issued or, in the case of Mr. Cornish and Ms. Hotoyan-Joly, are to be issued. 2. An estimate of the remaining funds that may be available for Shareholders is provided below: Funds on hand as at November 30, 2017 $ 5,555,000 Less - Unpaid Resolved Claims 340,000 Less - Estimated costs to be incurred to Dissolution 620,000 Estimated funds available for Shareholders $ 4,595,000 Estimated funds available per share $ Together with the First Interim Dividend and the Second Interim Dividend, the estimated total distribution to Shareholders will be $4.15 per share. 9.0 Matters Outstanding 9.1 Books and Records 1. Coventree has retained various Books and Records, a schedule of which is attached as Appendix F. Most of the Books and Records are kept at a third party storage facility. 2. The Company has not had any active business operations for more than seven (7) years. Over that period of time, the Company has been involved with litigation and regulatory issues with respect to its activities relating prior to Since the Effective Date, the Company has had two employees. ksv advisory inc. Page 9 of 14

12 4. All litigation and regulatory matters have been fully resolved and all Claims have been either paid in full or arrangements have been made with the Liquidator to fully satisfy such Claims. 5. Upon the Dissolution of the Company, there will be no legal requirement for any of the Books and Records to be maintained. Section 236(1) of the OBCA provides that, where a company is wound up pursuant to a Court order, the Court may direct that its documents and records may be disposed. 6. Accordingly, the Liquidator recommends that the Court make an order authorizing the Company to destroy the Books and Records upon Dissolution. 9.2 Resolved Unpaid Claims 1. As of November 30, 2017, the resolved unpaid Claims consist of the termination pay Claims of Mr. Cornish and Ms. Hotoyan-Joly. Arrangements have been made to pay these claims in the early part of January, The amounts owing to Mr. Cornish and Ms. Hotoyan-Joly total $340, Tax Matters Corporate Taxes 1. The tax return for the year ended September 30, 2017 was filed on December 19, The tax return reflected no taxes owing and had non-capital losses carried forward of $20.6 million. 2. The Company is making arrangements to file a final tax return upon all Claims and liabilities having been paid, which is expected to occur in the early part of Upon the filing of the final tax return, the Liquidator will request a clearance certificate from CRA for the Company s corporate tax account Payroll tax account 1. The Company has had two employees since All payroll deductions have been remitted to the Receiver General for Canada by the applicable due dates. 3. The employees shall be terminated on the payment of the balance of their respective termination pay Claims, net of the required tax deductions at source. The payment to the employees is expected to occur in early January, The deductions at source will be remitted to CRA shortly thereafter. 4. Upon the payment of the deductions at source to the Receiver General for Canada, the Liquidator will request a clearance certificate from CRA for the Company s payroll account. ksv advisory inc. Page 10 of 14

13 10.0Liquidator s Activities 1. Since the date of the Third Report, the Liquidator s activities, other than those described in this Report, have included: Communicating with and attending meetings with the Inspectors; Reviewing and approving the Company s disbursements; Reviewing correspondence and communications regarding the OSC administrative penalties assessed against the Company and Messrs. Cornish and Tai; Reviewing and providing input regarding the reassessments of the Company s corporate and sales tax filings; Responding to inquiries from Shareholders related to the interim distribution and updates related to these proceedings; Obtaining updates on the SAP Share Claim and the Tai Litigation; Obtaining the clearance certificate from CRA regarding the Company s sales tax account; Reviewing the Company s unaudited quarterly financial statements and yearend financial statements and commenting thereon when required; Preparing reports to Shareholders annually and the update to Shareholders on October 31, 2017; Convening annual Shareholders meeting from 2013 through 2017; Facilitating the Second Interim Distribution; Dealing with the Company s share transfer agent; Reviewing the Company s insurance requirements; Considering approaches to realize or dispose of the Company s remaining assets; Corresponding and communicating with Davies on all aspects of this mandate; Reviewing the Company s bank balances; Reviewing the Company s tax returns for the years 2012 through 2017; and Drafting this Report. ksv advisory inc. Page 11 of 14

14 2. These activities on the part of the Liquidator have, in each case, been reasonably undertaken in accordance with the Winding-Up Order and the other Orders issued by the Court in these proceedings. 11.0Inspectors Activities 1. As set out above, the primary activity of the Inspectors has been to deal with all matters related to the Tai Litigation. In addition, the Inspectors activities have included: Overseeing all aspects of the liquidation; Attending the annual Shareholders meetings; Corresponding with the Liquidator and representatives of the Company regarding the Claims Process; Overseeing and handling the claim and recovery of approximately $5 million under the Company s Directors and Officers insurance policy; Reviewing the Company s annual financial statements; Corresponding with the Liquidator and the Company regarding tax matters; and Responding to inquiries from Shareholders concerning the liquidation process. 2. These actions were reasonably undertaken by the Inspectors as required by and in furtherance of the Orders issued by the Court in these proceedings. 12.0Fees of the Liquidator and its Counsel 1. Attached as Appendix G is an affidavit of fees sworn by Robert Harlang, a representative of the Liquidator. The Liquidator s fee affidavit includes copies of the Liquidator s statements of account from November 1, 2012 to November 30, 2017 (the Period ). The Liquidator s fees in the Period totalled $260,481, excluding disbursements and taxes. 2. Attached as Appendix H is an affidavit of fees sworn by Robin Schwill, a representative of Davies. Davies fee affidavit includes statements of account for the Period. Davies fees in the Period totalled $119,454, excluding disbursements and taxes. 3. In accordance with Section 4.7 of the Liquidation Plan, the Inspectors have approved the fees of the Liquidator for the Period. ksv advisory inc. Page 12 of 14

15 4. The Liquidator considers the fees and disbursements to be fair and reasonable under the circumstances and reflective of appropriate actions and tasks related to the liquidation. Accordingly, the Liquidator respectfully requests that this Court approve its fees and the fees and disbursements of Davies, as detailed in Appendices G, and H, respectively. 5. The matters remaining to be completed during the period subsequent to December 1, 2017 until the Dissolution of Coventree (the Completion Period ) include: Satisfying the Company s remaining liabilities, including office and administrative costs, inspector fees and professional fees; Corresponding with the Company s tax advisors regarding the 2017 tax return and the final tax return; Satisfying the resolved unpaid Claims; Attending at Court with respect to this motion; Dealing with CRA in connection with obtaining the Clearance Certificates; and Dealing with all matters related to the Final Distribution. 6. The amount of time required to address and resolve each of the matters described above is uncertain, in part because it will depend on the depth of CRA s review of the tax and payroll accounts. Accordingly, the Liquidator and Davies prepared a fee estimate to account for known contingencies. On that basis, the upper range of their combined estimated fees for the Completion Period, excluding disbursements and taxes, is $300,000 ( Fee Accrual ). 7. The Liquidator respectfully requests that Court approve the Fee Accrual, which is also subject to approval of the Inspectors. In order to avoid the costs of a further motion, the Liquidator also requests that the Court authorize the Inspectors to approve any fees above the Fee Accrual. 13.0Shareholders Final Distribution and Dissolution of Coventree 1. Upon the receipt of the Clearance Certificates, the Liquidator will pay the Remaining Funds, which are estimated to be approximately $4.5 million to the Company s transfer agent, TSX Trust Company, for distribution to the Shareholders. 2. As all litigation issues have been settled and there will be no information available to Shareholders other than what is contained in this Report, there will no longer be any reason for the Liquidator to conduct annual Shareholder meetings, as it has in accordance with Section 215(1) of the OBCA. Accordingly, the Liquidator recommends and requests that the Court make an order dispensing with the requirement for any future Shareholders meetings. ksv advisory inc. Page 13 of 14

16 3. After payment of the Final Distribution, the Liquidator will file the Liquidator s Certificate with the Court. The Liquidator will also file the Liquidator s Certificate, together with a certified copy of the Final Distribution and Dissolution Order, with the OBCA Director and publish a notice of the Dissolution in the Ontario Gazette in compliance with Section 218 of the OBCA. 14.0Recommendation 1. Based on the foregoing, the Liquidator respectfully recommends that this Court make an order granting the relief detailed in Section 1.1 (d) of this Report. All of which is respectfully submitted, * * * KSV KOFMAN INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY ksv advisory inc. Page 14 of 14

17 Appendix A

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50 Appendix B

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69 Appendix C

70 KSV Kofman Inc. Liquidator of Coventree Inc. Status of Filed Claims As at December 1, 2017 Creditor Debtor Claim Nature of Claim Status (1) Remaining Claim or Reserve by Liquidator Ani Hotoyan-Joly Coventree Inc. $175,000 plus other benefits and indemnity Balances pursuant to employment agreement Allowed - partial payment made, balance to be paid in January 2018 Canada Revenue Agency Coventree $1,098,054 Income tax Allowed - paid $0 Capital Inc. Canada Revenue Agency Coventree $1 Provisional claim for GST/HST - Company dissolved (2) $0 Capital Inc. subject to audit Canada Revenue Agency Coventree $1 Provisional claim for GST/HST - Company dissolved (2) $0 Holdings Inc. subject to audit Canada Revenue Agency Coventree $1 Provisional claim for income tax - Company dissolved (2) $0 Holdings Inc. subject to audit Canada Revenue Agency Coventree Inc. $1 Provisional claim for source Clearance certificate to be $0 deductions - subject to audit requested (2) Canada Revenue Agency Coventree Inc. $1 Provisional claim for GST/HST - Clearance certificate issued $0 subject to audit Canada Revenue Agency Coventree Inc. $1 Provisional claim for income tax - Clearance certificate to be $0 subject to audit requested (2) CNW Group Ltd. Coventree Inc. $127 Filing materials on SEDAR Allowed - paid $0 Dean Tai Coventree Inc. $500,000 Balance pursuant to employment Allowed - paid as part of $0 agreement settlement agreement Dean Tai Coventree Inc. $500,000 (3) Indemnification in connection with Allowed - paid $0 OSC penalty award Dean Tai Coventree Inc. $890,180 Estimate of legal fees in connection Allowed - paid $0 with OSC appeal Dean Tai Coventree Inc. Indemnity Indemnification in connection with Notice of Action by Coventree Disallowed - claim by Coventree withdrawn $0 Dean Tai Coventree Inc. $5,000,000 Statement of Claim against Coventree Allowed - partially paid as part of settlement agreement $0 $90,000 Dean Tai Coventree Inc. $110,556 plus interest and costs Costs in connection with Coventree's sale of security pledged under promissory note Disallowed $0

71 KSV Kofman Inc. Liquidator of Coventree Inc. Status of Filed Claims As at December 1, 2017 Creditor Debtor Claim Nature of Claim Status (1) Remaining Claim or Reserve by Liquidator Equity Financial Trust Company Coventree Inc. Indemnity Indemnification by Coventree in connection with litigation commenced by Mr. Tai Allowed - paid $0 Balances pursuant to employment Allowed - partial payment $250,000 agreement made, balance to be paid in Geoff Cornish Coventree Inc. $500,000 plus benefits and indemnity Geoff Cornish Coventree Inc. $725,000 Estimate of legal fees in connection with OSC appeal Geoff Cornish Coventree Inc. $500,000 (3) Indemnification in connection with OSC penalty award Navigators Management Coventree Inc. $100,000 Estimated cost award if successful in Company litigation with Coventree Ontario Securities Dean Tai and $500,000 plus interest and costs, Penalty against Cornish and Tai Commission Geoff Cornish if applicable, against each of pursuant to OSC order them Ontario Securities Coventree Inc. $500,000 plus interest and costs, Penalty against Coventree pursuant to Commission if applicable OSC order Stockwoods LLP Coventree Inc. Up to $50,000 Estimated cost award if successful in litigation with Coventree January 2018 Allowed - paid $0 Allowed - paid $0 Disallowed $0 Duplicate of claims made by Messrs. Cornish and Tai $0 Disallowed $0 Partially allowed $13,000 - paid $0 Notes: 1. Refer to applicable letter or notice for complete details. 2. Coventree Inc. is not aware of any balances owing with respect to these accounts. Consequently, there is no basis to establish a reserve. 3. These are duplicates of the claim made by the OSC against Messrs. Cornish and Tai. $340,000

72 Appendix D-1

73 First Report to the Shareholders of Coventree Inc. by Duff & Phelps Canada Restructuring Inc. as Liquidator of Coventree Inc. February 6, 2013

74 Contents Page 1.0 Executive Summary Distributions to Shareholders Creditor Claims Process Recoveries Funds on Hand Outstanding Matters Background Definitions Restrictions Inspectors Claims Process Unresolved Claims Interim Distributions Statement of Receipts and Disbursements Remaining Assets and Liabilities Other Matters Reporting Exemption OBCA Exemption Next Steps...9 Appendices Tab Claim Listing... A Statement of Receipts and Disbursements... B Duff & Phelps Canada Restructuring Inc. Page i of i

75 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. FIRST REPORT TO THE SHAREHOLDERS OF COVENTREE INC. BY DUFF & PHELPS CANADA RESTRUCTURING INC. AS LIQUIDATOR OF COVENTREE INC. FEBRUARY 6, Executive Summary The voluntary winding-up of Coventree Inc. ( Coventree or the Company ) commenced on February 15, 2012 ( Effective Date ), at which time Duff & Phelps Canada Restructuring Inc. ( D&P ) was appointed liquidator ( Liquidator ) of Coventree. The following summarizes the Liquidator s acts and dealings and the manner in which the winding-up has been conducted to date. 1.1 Distributions to Shareholders To date, the Liquidator has made two distributions to shareholders, both approved by the Ontario Superior Court of Justice Commercial List ( Court ), as follows: First Interim Distribution The first interim distribution was made on May 4, 2012, totalling approximately $3.20 per share, consisting of: Return of capital cash $.46 Taxable dividend cash 2.48 Taxable dividend in-kind shares of Xceed Mortgage Corporation.26 $ Second Interim Distribution The second interim distribution was a taxable cash dividend made on January 15, 2013, of $0.58 per share. Duff & Phelps Page 1 of 9

76 1.2 Creditor Claims Process A creditor claims process was established requiring a creditor to assert its claim by April 13, Pursuant to the claims process, various claims were submitted to the Liquidator. As of the date of this report, there are three groups of claims that remain unresolved. 1.3 Recoveries Since February 15, 2012, the major recoveries have been collection of the loan receivable (approximately $1.6 million) and of the claim against the Company s Directors and Officers insurer ($5.3 million). 1.4 Funds on Hand As at January 15, 2013, the Company had approximately $13.7 million in cash or cash equivalents. These funds are being reserved to cover claims that have been asserted, potential tax liabilities and anticipated future costs. 1.5 Outstanding Matters The matters that currently remain outstanding are: The unresolved claims in the amount of $7.9 million; and Completion of tax returns and resolution of tax claims. 2.0 Background On June 30, 2010, Coventree s shareholders passed a special resolution approving, among other things: a) the voluntary winding-up of Coventree pursuant to Section 193 of the Ontario Business Corporations Act ( OBCA ) at a time to be determined by the directors of Coventree; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by the shareholders. D&P is the liquidator named in the Liquidation Plan ( Liquidator ). By resolution of Coventree s board of directors, February 15, 2012, was determined to be the Effective Date of the Liquidation Plan. Duff & Phelps Page 2 of 9

77 Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Court under Section 207 of the OBCA for orders: To have the winding-up of Coventree supervised by the Court (the Winding- Up Order ); and Establishing a Claims Process (the Claims Procedure Order ). On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. The Company s shares (the Common Shares ), of which 15,157,138 are outstanding, had been listed on the NEX. On February 14, 2012, the Common Shares ceased trading as the NEX would not consent to their continued trading after the Effective Date. This is the first report of the Liquidator pursuant to Section 201(2) of the OBCA. More detailed background information on the Company, including its dealing with the Ontario Securities Commission ( OSC ), is contained in the Liquidator s reports to Court filed in the winding-up proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Definitions All capitalized terms used in this report ( Report ) that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 2.2 Restrictions In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information relied upon by the Liquidator. 3.0 Inspectors Pursuant to the Liquidation Plan, the Company s directors were deemed to have resigned on the Effective Date and Messrs. Brendan Calder, Geoffrey Cornish and Wesley Voorheis were appointed inspectors of the Company's liquidation pursuant to Section 194 of the OBCA. Messrs. Calder and Cornish subsequently resigned their positions and were replaced by Messrs. William Aziz and Joseph Wiley (together with Mr. Voorheis, the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. None of the Inspectors are shareholders of the Company. Duff & Phelps Page 3 of 9

78 4.0 Claims Process Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim ( Claim ) were required to deliver a written notice ( Claim Notice ) of such on or before April 13, 2012 (the Claim Bar Date ). In accordance with the Claims Procedure Order, the Liquidator reviewed all Claim Notices filed on or before the Claim Bar Date, to determine, with the approval of the Inspectors, whether to allow, partially allow, partially disallow or disallow each particular Claim and to deliver to each Claimant a written notice of such determination ( Notice of Determination of Claim ) setting out the reasons for the determination as soon as reasonably practicable. The Liquidator responded to all Claim Notices and issued Notices of Determination of Claim wherever possible. A list of the Claim Notices and a summary of the status of such Claims, including their balances (estimated for certain Claims) or the applicable reserves established by the Liquidator ( Claim Listing ), is provided in Appendix A. No Claim Notices have been received subsequent to the Claim Bar Date. Certain Claims, or portions thereof, have been paid since the Claim Bar Date, with the approval of the Inspectors. 4.1 Unresolved Claims As referenced in the Claim Listing, there are three categories of Claims to be resolved, as summarized below: 1. The claims of the OSC against Messrs. Cornish and Dean Tai, both former Chief Executive Officers and directors of the Company, and the corresponding indemnity claims of Messrs. Cornish and Tai against the Company. The claims arise out of the OSC s decision released on September 28, 2011 and the OSC s sanction order released on November 8, 2011, requiring, among other things, that each of Messrs. Cornish and Tai pay an administrative penalty of $500,000 to the OSC ( OSC Penalty ). Messrs. Cornish and Tai appealed the OSC decision ( Appeal ). Pursuant to certain agreements, Messrs. Cornish and Tai are being indemnified by Coventree for their costs associated with the appeal, subject to certain conditions, and, to the extent the appeals are unsuccessful, for the penalties payable by them arising from the OSC s decision. The Appeal was heard by the Ontario Divisional Court on October 23 and 24, 2012; a decision is pending. More information with respect to these claims was provided in Section 2.3 of the Liquidator s First Report to Court dated February 7, 2012 ( First Report ). Duff & Phelps Page 4 of 9

79 2. A claim in the amount of $5 million by Mr. Tai and certain corporations affiliated with him related to Court proceedings against Coventree and Coventree s transfer agent, Equity Financial Trust Company, commenced on October 14, The claim relates to the Company s decision in April, 2009, to cancel 736,522 Common Shares ( SAP Shares ) that were issued to Mr. Tai under Coventree s 2005 Share Allocation Plan. More information with respect to this claim was provided in Section 6.1 of the First Report and Section 6.1 of the Liquidator s Second Report to Court dated April 20, 2012 ( Second Report ). Pursuant to Section 4.3(a) of the Liquidation Plan, the Inspectors resolved to oversee and manage the administration of Mr. Tai s claim in connection with the SAP Shares and all related litigation. On February 27, 2012, the Inspectors also resolved to have Mr. Tai's claim in connection with the SAP Shares determined in the context of the proceedings already commenced by Mr. Tai against the Company, as permitted by the Claims Procedure Order. The Company is awaiting Mr. Tai s reply to the Company s statement of defence, which would close the pleadings stage of the litigation. The Company and Mr. Tai will then attend to discoveries. 3. Claims of Canada Revenue Agency ( CRA ) against the Company and two of its subsidiaries, being Coventree Capital Inc. ( CCI ) and Coventree Holdings Inc. ( CHI ), related to sales, payroll and income taxes. CRA filed six provisional claims of $1 each, subject to amendment upon completion of one or more audits. CRA also filed a claim of approximately $1.1 million against CCI ( CCI Claim ) for expenses deducted by CCI in fiscal 2007 and disallowed by CRA. With respect to the CCI Claim, the Company paid $1.1 million to CRA in order to avoid further interest accruing on it. Coventree reviewed the nature of the deductions and, reflecting what it believes to be the appropriate period to take the deductions, subsequently amended and re-filed CCI s income tax return for fiscal 2009 with such deductions ( CCI Return ). The Company is awaiting CRA s response to the CCI Return. With respect to CHI, CRA has not accepted certain deductions in CHI s 2007 and 2008 tax returns. CRA issued reassessment notices to CHI dated December 12, The reassessments seek payment from CHI of approximately $564,000 in taxes and interest. In order to stop interest from accruing, and prior to receipt of the reassessment notices, the Company paid $250,000 to CRA in August, 2012 and approximately $67,000 to CRA in December, Following receipt of the reassessment notices, the Company paid the balance ($247,000) in late January, The Company is considering with its legal and tax advisors whether to appeal the reassessments. Duff & Phelps Page 5 of 9

80 On September 27, 2012, the Company also received a reassessment from CRA regarding the Company s GST and HST accounts for the period March 1, 2010 to December 31, 2011 in the amount of $1.6 million. The basis for the reassessment was that Coventree did not conduct commercial activities and therefore was not entitled to claim input tax credits in that period. Following a review with its legal and tax advisors, the Company paid the reassessment. 5.0 Interim Distributions Pursuant to a Court order made on April 30, 2012, the Liquidator was authorized to make an interim distribution to Coventree s shareholders comprised of a return of capital and a taxable dividend. On May 4, 2012, the Liquidator distributed $44.5 million in cash and 2,661,449 shares of Xceed Mortgage Corporation in-kind on a pro rata basis to the Company s shareholders, resulting in a total distribution of approximately $3.20 per share. Pursuant to a Court order made on December 17, 2012, the Liquidator was authorized to make a second interim distribution to Coventree s shareholders as a taxable dividend. On January 15, 2013, the Liquidator distributed approximately $8.8 million in cash on a pro rata basis to the Company s shareholders, resulting in a total distribution of $0.58 per share ( Second Distribution ). Withholding taxes were applied to the taxable dividend to non-residents pursuant to the provisions of the Income Tax Act. Coventree will be issuing tax forms to its shareholders in connection with the distributions. 6.0 Statement of Receipts and Disbursements Upon the Effective Date, Coventree had cash and cash equivalents totalling approximately $65.6 million. A schedule summarizing the Company s receipts and disbursements from the Effective Date to January 15, 2013 ( R&D ), the date of the Second Distribution, is provided in Appendix B. The R&D reflects, among other things, the following: A receipt of $5.3 million, inclusive of interest and costs, from Navigators Pro, on behalf of Lloyds Syndicate 1221 (Millenium Syndicate) (collectively, Navigators ), the Company s former directors and officers insurer. The payment was in respect of the Company s claim under its directors and officers insurance policy with Navigators, which was subject to litigation; A receipt of $1.6 million representing the repayment of the balance of a loan made in December, 2004, to a holding company owned by Mr. Cornish (described further in Section 5.3 of the Second Report); Duff & Phelps Page 6 of 9

81 Interest of approximately $480,000; Cash distributions of $53.3 million to the Company s shareholders; Payment of operating costs totaling approximately $412,000; and Payment of professional and Inspector fees totaling approximately $2.45 million. 7.0 Remaining Assets and Liabilities As at January 15, 2013, the Company had cash and cash equivalents on hand totaling approximately $13.7 million. In addition, there is a possibility of additional recoveries of up to $2.7 million in the aggregate from the Company s re-filing of the CCI Return and deductions CHI is pursuing related to fiscal 2007 and The following summarizes the reserves applicable to that balance: ($million) Cash on hand 13.7 Less: Total Claims 7.9 Provision for professional fees, expenses and cost awards 1.6 Provision for operating and other costs.7 Contingency Net amount currently available for distribution - Depending on the resolution of the Unresolved Claims, the Liquidator and the Inspectors will consider making further interim distributions. 8.0 Other Matters The Company and the Liquidator have taken steps to reduce future costs, as set out below. 8.1 Reporting Exemption Coventree applied to the OSC, as principal regulator on behalf of the securities regulatory authorities in each of the provinces in Canada, to cease being a reporting issuer ( Application ). The purpose of seeking an exemption from reporting requirements of a public company was to, among other things, reduce costs as the Duff & Phelps Page 7 of 9

82 Company winds up its affairs. On October 10, 2012, Coventree also made an application to the OSC to cease being an offering corporation under the OBCA. On November 13, 2012, the Application was granted pursuant to an order made by the OSC on its own behalf and on behalf of other provincial securities regulators. In addition, also on November 13, 2012, the OSC issued an order deeming Coventree to have ceased being an offering corporation under the OBCA (together, the Exemptions ). As a result of the Exemptions, Coventree has discontinued its website; however, the Liquidator will post all reports, press releases and notices on its website. One of the consequences of the Exemptions is that, for the purpose of Canadian securities legislation, the Company no longer has any continuous disclosure obligations to its shareholders, which includes the requirement to provide quarterly and annual financial statements. Section 4.2(k) of the Liquidation Plan requires the Liquidator to maintain the continuous disclosure requirements applicable to Coventree under all applicable securities laws. In this regard, financial statements and management discussions & analyses for the quarters ended December 31, 2011, March 31, 2012 and June 30, 2012, were filed, with the Liquidator approving and signing same given that Coventree had no directors as of February 15, Such filings have now been discontinued. 8.2 OBCA Exemption Absent exemptions, the OBCA requires the directors of a corporation subject to the OBCA to, among other things, call meetings of its shareholders and provide copies of its financial statements, including an auditor s report thereon, at such meetings. Part XII of the OBCA requires the shareholders of a corporation to, among other things, appoint an auditor to report on a corporation s financial statements. On December 14, 2012, the Liquidator applied to the Court for an Order confirming that neither the Company nor the Liquidator is required to comply, or otherwise effect compliance, with Sections 94 and 154 of the OBCA and Part XII of the OBCA. The Liquidator s rationale for the requested relief was described in Section 7.1 of its Third Report to Court dated December 3, 2012 and included, among other things, eliminating the cost to engage the Company s auditor to review Coventree s financial statements and issue a report thereon. The Court granted the relief sought by the Liquidator. Duff & Phelps Page 8 of 9

83 9.0 Next Steps Completion of the Company s winding-up and the making of a final distribution to shareholders is subject to the following: A final determination or resolution of the Unresolved Claims; The filing of all tax returns; Receipt of clearance certificates regarding the Company s tax accounts; and Court approval of a final distribution, the Liquidator s discharge and the ultimate dissolution of the Company. All of which is respectfully submitted, * * * DUFF & PHELPS CANADA RESTRUCTURING INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY Duff & Phelps Page 9 of 9

84 Appendix A

85 Duff & Phelps Canada Restructuring Inc. Liquidator of Coventree Inc. Status of Filed Claims As at February 1, 2013 Creditor Debtor Claim Nature of Claim Letter Notice of Determination Status (1) Remaining Claim or Reserve by Liquidator (2) Ani Hotoyan-Joly Coventree Inc. $175,000 plus other benefits and indemnity Balances pursuant to employment agreement Allowed - to be paid on termination $175,000 Canada Revenue Agency Coventree $1,098,054 Income tax Unable to determine - paid Capital Inc. without prejudice (3) Canada Revenue Agency Coventree $1 Provisional claim for GST/HST - Unable to determine (4) $0 Capital Inc. subject to audit Canada Revenue Agency Coventree $1 Provisional claim for GST/HST - Unable to determine (4) $0 Holdings Inc. subject to audit Canada Revenue Agency Coventree $1 Provisional claim for income tax - Unable to determine $240,000 Holdings Inc. subject to audit Canada Revenue Agency Coventree Inc. $1 Provisional claim for source Unable to determine (4) $0 deductions - subject to audit Canada Revenue Agency Coventree Inc. $1 Provisional claim for GST/HST - Unable to determine (4) $0 subject to audit Canada Revenue Agency Coventree Inc. $1 Provisional claim for income tax - subject to audit Unable to determine (4) $0 CNW Group Ltd. Coventree Inc. $127 Filing materials on SEDAR Allowed - paid $0 Dean Tai Coventree Inc. $500,000 Balance pursuant to employment Allowed - to be paid on $500,000 agreement completion of winding-up Dean Tai Coventree Inc. $500,000 (5) Indemnification in connection with Allowed - to be paid if $500,000 OSC penalty award - subject to appeal appeal dismissed Dean Tai Coventree Inc. $890,180 Estimate of legal fees in connection Allowed $226,000 with OSC appeal Dean Tai Coventree Inc. Indemnity Indemnification in connection with Notice of Action by Coventree Disallowed - claim by Coventree withdrawn $0 Dean Tai Coventree Inc. $5,000,000 Statement of Claim against Coventree Being defended by Coventree in proceedings commenced by Mr. Tai $5,000,000 Dean Tai Coventree Inc. $110,556 plus interest and costs Costs in connection with Coventree's sale of security pledged under promissory note Disallowed $0 Equity Financial Trust Company Coventree Inc. Indemnity Indemnification by Coventree in connection with litigation commenced by Mr. Tai Allowed - being paid in ordinary course $0

86 Duff & Phelps Canada Restructuring Inc. Liquidator of Coventree Inc. Status of Filed Claims As at February 1, 2013 Creditor Debtor Claim Nature of Claim Letter Notice of Determination Status (1) Remaining Claim or Reserve by Liquidator (2) Geoff Cornish Coventree Inc. $500,000 plus benefits and indemnity Balances pursuant to employment agreement Geoff Cornish Coventree Inc. $725,000 Estimate of legal fees in connection with OSC appeal Geoff Cornish Coventree Inc. $500,000 (5) Indemnification in connection with OSC penalty award - subject to appeal Navigators Management Coventree Inc. $100,000 Estimated cost award if successful in Company litigation with Coventree Ontario Securities Dean Tai and $500,000 plus interest and costs, Penalty against Cornish and Tai Commission Geoff Cornish if applicable, against each of pursuant to OSC order - subject to them appeal Ontario Securities Commission Coventree Inc. $500,000 plus interest and costs, if applicable Penalty against Coventree pursuant to OSC order - subject to appeal Allowed - to be paid on completion of winding-up $500,000 Allowed - being paid in $226,000 ordinary course Allowed - to be paid if $500,000 appeal dismissed Disallowed $0 Unable to determine $0 Disallowed $0 Stockwoods LLP Coventree Inc. Up to $50,000 Estimated cost award if successful in litigation with Coventree Partially allowed $13,000 - paid $0 Notes: 1. Refer to applicable letter or notice for complete details. 2. Estimated for certain claims. 3. Coventree Inc. paid this claim in full - refer to Section 4.1 of the Report for more details. 4. Coventree Inc. is not aware of any balances owing with respect to these accounts. Consequently, there is no basis to establish a reserve. A reserve of $3.5 million for contingencies is in place. 5. These are duplicates of the claim made by the OSC against Messrs. Cornish and Tai. $7,867,000

87 Appendix B

88 Coventree Inc. Statement of Receipts & Disbursements For the Period February 15, 2012 to January 15, 2013 ($; unaudited) Opening Bank Balance - February 15, ,592,182 Receipts: D&O insurance recovery - Navigators (inclusive of interest and costs) 5,322,846 Promissory note repayment by Geoff Cornish's holding company (including interest) 1,589,023 Interest income 483,649 HST refunds 299,986 Income tax recovery 165,225 Miscellaneous receipts 12,658 Total Receipts 7,873,388 Disbursements: Shareholder distributions and return of capital 53,291,260 Income taxes and HST payments 3,001,630 Legal fees (1) 1,703,698 Operating expenses 412,783 Inspector fees 381,966 Liquidator fees 368,378 Compensation expenses 336,918 Consulting expenses 233,328 Total Disbursements 59,729,962 Bank Balance - January 15, ,735,608 (1) Legal fees includes: Bennett Jones LLP (Tai litigation) 263,460 Davies Ward Phillips & Vineberg LLP (counsel to Coventree and Liquidator) 364,908 Adair Morse LLP (insurance litigation) 102,977 Thornton Grout LLP (Tai litigation) 75,857 Goodmans LLP/Lenczner Slaght LLP (Cornish OSC appeal) 601,060 Stockwoods LLP (Tai OSC appeal) 236,906 Other legal fees 58,530 1,703,698

89 Appendix D-2

90 Second Report to the Shareholders of Coventree Inc. by Duff & Phelps Canada Restructuring Inc. as Liquidator of Coventree Inc. January 17, 2014

91 Contents Page 1.0 Executive Summary Creditor Claims Process Funds on Hand Outstanding Matters Background Definitions Restrictions Inspectors Claims Process Resolved Unpaid Claims Unresolved Claims...4 There are two Claims to be resolved, as summarized below: Statement of Receipts and Disbursements Remaining Assets and Liabilities Next Steps...6 Appendices Statement of Receipts and Disbursements... A Tab Duff & Phelps Canada Restructuring Inc. Page i of i

92 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. SECOND REPORT TO THE SHAREHOLDERS OF COVENTREE INC. BY DUFF & PHELPS CANADA RESTRUCTURING INC. AS LIQUIDATOR OF COVENTREE INC. JANUARY 17, Executive Summary The voluntary winding-up of Coventree Inc. ( Coventree or the Company ) commenced on February 15, 2012 ( Effective Date ), at which time Duff & Phelps Canada Restructuring Inc. ( D&P ) was appointed liquidator ( Liquidator ) of Coventree. On February 6, 2013, the Liquidator issued its first report to the shareholders of Coventree ( First Report ), with information up to January 15, This report ( Report ) summarizes the activities of Coventree s wind-up from January 16, 2013 to November 30, 2013 ( Reporting Period ). 1.1 Creditor Claims Process A claims process was established for creditors to assert claims against Coventree by April 13, Pursuant to the claims process, various claims were submitted to the Liquidator. During the Reporting Period, one group of claims was resolved. As of the date of this Report, there are two groups of claims that remain unresolved. 1.2 Funds on Hand As at November 30, 2013, the Company had approximately $11.6 million in cash or cash equivalents. These funds are being reserved to cover resolved unpaid claims, unresolved claims and estimated future costs. All amounts in this Report are stated in Canadian dollars. Duff & Phelps Canada Restructuring Inc. Page 1 of 6

93 1.3 Outstanding Matters The matters that currently remain outstanding are: Discharging resolved unpaid claims; The unresolved claim in the amount of $5 million; and Completion of final tax returns and resolution of the Company s tax refund claim. 2.0 Background On June 30, 2010, Coventree s shareholders passed a special resolution approving, among other things: a) the voluntary winding-up of Coventree pursuant to Section 193 of the Ontario Business Corporations Act ( OBCA ) at a time to be determined by the directors of Coventree; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by the shareholders. D&P is the liquidator named in the Liquidation Plan. By resolution of Coventree s board of directors, February 15, 2012 was determined to be the Effective Date of the Liquidation Plan. Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Court under Section 207 of the OBCA for orders: To have the winding-up of Coventree supervised by the Court (the Winding- Up Order ); and Establishing a Claims Process (the Claims Procedure Order ). On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. The Company s shares (the Common Shares ), of which 15,157,138 are outstanding, had been listed on the NEX. On February 14, 2012, the Common Shares ceased trading as the NEX would not consent to their continued trading after the Effective Date. This is the second report of the Liquidator pursuant to Section 201(2) of the OBCA. Duff & Phelps Canada Restructuring Inc. Page 2 of 6

94 During the first year of Coventree s winding up, the Liquidator made two distributions to shareholders, which, in total, amounted to $3.78 per share, as follows: Return of capital cash $.46 Taxable dividend cash 3.06 Taxable dividends in-kind shares of Xceed Mortgage Corporation.26 $ 3.78 More detailed background information on the Company, including its dealing with the Ontario Securities Commission ( OSC ), is contained in the Liquidator s reports to Court filed in the winding-up proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Definitions All capitalized terms used in this Report that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 2.2 Restrictions In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information relied upon by the Liquidator. 3.0 Inspectors Pursuant to the Liquidation Plan, the Company s directors were deemed to have resigned on the Effective Date and each of Messrs. Brendan Calder, Geoffrey Cornish and Wesley Voorheis were appointed inspectors of the Company's liquidation pursuant to Section 194 of the OBCA. Messrs. Calder and Cornish subsequently resigned their position and were replaced by Messrs. William Aziz and Joseph Wiley. Accordingly, the inspectors currently consist of Messrs. Voorheis, Aziz and Wiley (the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. The main function of the Inspectors is to manage and administer the claim and litigation in connection with the SAP Shares (as defined in Section 4.2). Duff & Phelps Canada Restructuring Inc. Page 3 of 6

95 4.0 Claims Process Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim ( Claim ) were required to deliver a written notice of such on or before April 13, The First Report outlined the claims procedure and summarized the three categories of unresolved claims that then existed. No additional claims have been filed. Set out below is a summary of the remaining unpaid and unresolved claims. 4.1 Resolved Unpaid Claims Pursuant to employment agreements with the Company, Messrs. Dean Tai and Geoffrey Cornish and Ms. Ani Hotoyan-Joly are to receive termination payments upon the completion of Coventree s winding up. The total owing in respect of these termination payments is $1,175, Unresolved Claims There are two Claims to be resolved, as summarized below: 1. A Claim in the amount of $5 million by Mr. Tai and certain corporations affiliated with him related to Court proceedings against Coventree and Coventree s transfer agent, Equity Financial Trust Company, commenced on October 14, The claim relates to the Company s decision in April, 2009, to cancel 736,522 Common Shares ( SAP Shares ) that were issued to Mr. Tai under Coventree s 2005 Share Allocation Plan. More information with respect to this claim was provided in Section 6.1 of the Liquidator s First Report to Court dated February 7, 2012 and Section 6.1 of the Liquidator s Second Report to Court dated April 20, 2012 ( Second Report ). Pursuant to Section 4.3(a) of the Liquidation Plan, the Inspectors resolved to oversee and manage the administration of Mr. Tai s claim in connection with the SAP Shares and all related litigation. On February 27, 2012, the Inspectors also resolved to have Mr. Tai's claim in connection with the SAP Shares determined in the context of the proceedings already commenced by Mr. Tai against the Company, as permitted by the Claims Procedure Order. The litigation is in the documentary discovery stage. A trial date has yet to be scheduled, and is not likely to occur prior to mid Claims of Canada Revenue Agency ( CRA ) against the Company and two of its subsidiaries, being Coventree Capital Inc. ( CCI ) and Coventree Holdings Inc. ( CHI ), related to sales, payroll and income taxes. Since the Effective Date, the Company has paid assessed sales and income taxes and interest thereon, totalling approximately $3.25 million in respect of Coventree, CHI and CCI. Duff & Phelps Canada Restructuring Inc. Page 4 of 6

96 With respect to CCI, the Company paid $1.1 million to CRA in order to avoid further interest accruing on such claimed amount. Coventree reviewed the nature of the deductions and, reflecting what it believes to be the appropriate period to take the deductions, subsequently amended and refiled CCI s income tax return for fiscal 2009 with such deductions ( CCI Return ) and is claiming a refund of approximately $2.2 million. On December 30, 2013, CRA advised that it would be denying the Company s deductions claim as refiled, but would allow the deductions as a capital loss; this has the effect of CCI not being entitled to the refund. The Company is considering whether it will continue to pursue its claim for this refund. The Liquidator has received clearance certificates in respect of the Company s GST and HST accounts. The Liquidator does not anticipate there will be any further amounts owing to CRA with respect to either income taxes or payroll taxes; however, there can be no certainty that there will be no further payroll or income tax amounts owing until CRA issues clearance certificates. Clearance certificates for the Company s income tax accounts and payroll deductions accounts will be sought upon the resolution of the SAP Shares claim. 5.0 Statement of Receipts and Disbursements As set out in the First Report, Coventree had approximately $13.7 million in cash or cash equivalents as at January 15, Set out as Appendix A is a statement of receipts and disbursements ( R&D ) for the period from January 16, 2013 to November 30, As at November 30, 2013, the Company had cash and cash equivalents of approximately $11.6 million. The R&D reflects, among other things, the following: Receipts of $232,000 including interest income of $120,000; Payment of the $1 million penalty assessed against Messrs. Cornish and Tai by the OSC. In the First Report, this was one of the unresolved claims. All legal proceedings with respect to the penalties imposed by the OSC have been completed; Payment of professional fees in respect of litigation totalling approximately $367,000; and Payment of professional and Inspector fees totalling approximately $266,000. Duff & Phelps Canada Restructuring Inc. Page 5 of 6

97 6.0 Remaining Assets and Liabilities In addition to the $11.6 million of cash on hand, there is a possibility of recoveries of up to $2.2 million in the aggregate from the Company s refiling of the CCI Return. The following summarizes the Company s reserves: ($million) Cash on hand 11.6 Less: Resolved and Unresolved Claims 6.2 Provision for professional fees, expenses and cost awards 1.5 Provision for operating and other costs.8 Contingency Net amount currently available for distribution - Until the SAP Shares litigation is resolved, the Inspectors and the Liquidator do not anticipate making any further distributions to shareholders. 7.0 Next Steps Completion of the Company s winding-up and the making of a final distribution to shareholders is subject to the following: A final determination or resolution of the SAP Shares claim; The filing of all final tax returns; Receipt of clearance certificates regarding the Company s tax accounts (other than its sales tax accounts which have been cleared by CRA); and Court approval of a final distribution, the Liquidator s discharge and the ultimate dissolution of the Company. All of which is respectfully submitted, * * * DUFF & PHELPS CANADA RESTRUCTURING INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY Duff & Phelps Canada Restructuring Inc. Page 6 of 6

98 Appendix A

99 Coventree Inc. Statement of Receipts & Disbursements For the Period January 16, 2013 to November 30, 2013 ($; unaudited) Opening Bank Balance - January 16, ,735,608 Receipts: Interest income 147,514 Note repayment 86,714 Total Receipts 234,228 Disbursements: Indemnification of officers for OSC penalties, including interest 1,033,538 Legal fees (1) 474,305 Operating expenses 290,616 Income taxes 247,842 Compensation expenses 107,907 Liquidator fees 95,798 Inspector fees 62,958 Consulting expenses 13,690 Total Disbursements 2,326,654 Bank Balance - November 30, ,643,182 (1) Legal fees includes: Bennett Jones LLP (litigation) 6,703 Davies Ward Phillips & Vineberg LLP (counsel to Coventree and Liquidator) 107,014 Adair Morse LLP (litigation) 5,073 Thornton Grout LLP (litigation) 41,348 Goodmans LLP/Lenczner Slaght LLP (OSC appeal) 98,466 Stockwoods LLP (Litigation/OSC appeal) 214,581 Other (litigation) 1, ,305

100 Appendix D-3

101 Third Report to the Shareholders of Coventree Inc. by Duff & Phelps Canada Restructuring Inc. as Liquidator of Coventree Inc. January 20, 2015

102 Contents Page 1.0 Executive Summary Activities during the Reporting Period Background Definitions Restrictions Inspectors Claims Process Resolved Unpaid Claims Unresolved Claims Statement of Receipts and Disbursements Remaining Assets and Liabilities Next Steps...7 Appendices Statement of Receipts and Disbursements... A Tab Duff & Phelps Canada Restructuring Inc. Page i of i

103 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. THIRD REPORT TO THE SHAREHOLDERS OF COVENTREE INC. BY DUFF & PHELPS CANADA RESTRUCTURING INC. AS LIQUIDATOR OF COVENTREE INC. JANUARY 20, Executive Summary The voluntary winding-up of Coventree Inc. ( Coventree or the Company ) commenced on February 15, 2012 ( Effective Date ), at which time Duff & Phelps Canada Restructuring Inc. ( D&P ) was appointed liquidator ( Liquidator ). On February 6, 2013, the Liquidator issued its first report to the shareholders of Coventree ( First Report ), with information up to January 15, On January 17, 2014, the Liquidator issued its second report to the shareholders of Coventree ( Second Report ), with information up to November 30, This report ( Report ) summarizes the activities of Coventree s wind-up from December 1, 2013 to December 31, 2014 ( Reporting Period ) and the status of claims against Coventree. All amounts in this Report are stated in Canadian dollars. 1.1 Activities during the Reporting Period Litigation The litigation stemming from the Company s cancellation of 736,522 common shares issued to Mr. Dean Tai ( Litigation ) pursuant to Coventree s Share Allocation Plan ( SAP Shares ) completed the documentary discovery stage during the Reporting Period. Issues in connection with examinations for discoveries have arisen and are ongoing. Mediation to address the Litigation is scheduled for March 17, Duff & Phelps Canada Restructuring Inc. Page 1 of 7

104 The trial of the Litigation has not been scheduled and is unlikely to occur in Income Tax Refund Claim Claims Prior to the Reporting Period, Coventree Capital Inc. ( CCI ), a wholly-owned subsidiary of the Company, amended and restated its fiscal 2009 income tax return ( Amended Return ) and claimed a refund of $2.2 million. On April 2, 2014, Canada Revenue Agency ( CRA ) denied the deductions claimed in the Amended Return. Coventree reviewed CRA s denial with its tax advisors and decided not to appeal CRA's decision. There has been no change in the claims against Coventree. Currently there are three resolved, unpaid claims totalling $1,175,000 and two unresolved claims, the quantum of which is to be determined Funds on Hand As at December 31, 2014, the Company had approximately $11.4 million in cash or cash equivalents. These funds are being reserved to cover resolved unpaid claims, unresolved claims and estimated future costs Outstanding Matters The matters that currently remain outstanding are: Discharging the resolved, unpaid claims. Completing the Litigation. Completing final tax returns and obtaining tax clearance certificates from CRA. Duff & Phelps Canada Restructuring Inc. Page 2 of 7

105 2.0 Background On June 30, 2010, Coventree s shareholders ( Shareholders ) passed a special resolution approving, among other things: a) the voluntary winding-up of Coventree pursuant to Section 193 of the Ontario Business Corporations Act ( OBCA ) at a time to be determined by the directors of Coventree; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by the shareholders. D&P is the liquidator named in the Liquidation Plan. By resolution of Coventree s board of directors, February 15, 2012 was determined to be the Effective Date of the Liquidation Plan. Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Court under Section 207 of the OBCA for orders: To have the winding-up of Coventree supervised by the Court (the Winding-Up Order ); and Establishing a Claims Process (the Claims Procedure Order ). On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. The Company s shares (the Common Shares ), of which 15,157,138 are outstanding, had been listed on the NEX. On February 14, 2012, the Common Shares ceased trading as the NEX would not consent to their continued trading after the Effective Date. Since the Effective Date, the Liquidator has made two distributions to Shareholders, which, in total, amounted to $3.78 per share, as follows: Return of capital - cash $.46 Taxable dividend cash 3.06 Taxable dividends in-kind shares of Xceed Mortgage Corporation.26 $ 3.78 More detailed background information on the Company, including its dealing with the Ontario Securities Commission, is contained in the Liquidator s reports to Court filed in the winding-up proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Duff & Phelps Canada Restructuring Inc. Page 3 of 7

106 2.1 Definitions All capitalized terms used in this Report that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 2.2 Restrictions In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information relied upon by the Liquidator. 3.0 Inspectors Messrs. Wesley Voorheis, William Aziz and Joseph Wiley are the inspectors (the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. The main function of the Inspectors is to manage and administer the claim and Litigation in connection with the SAP Shares (as described in Sections and 4.2). 4.0 Claims Process Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim ( Claim ) were required to deliver a written notice of such on or before April 13, The First Report outlined the claims procedure and summarized the three categories of unresolved claims that then existed. No additional claims have been filed. Set out below is a summary of the remaining unpaid and unresolved claims. 4.1 Resolved Unpaid Claims Pursuant to employment agreements with the Company, Messrs. Dean Tai and Geoffrey Cornish and Ms. Ani Hotoyan-Joly are to receive termination payments upon the completion of Coventree s winding up. The total owing in respect of these termination payments is $1,175,000. Duff & Phelps Canada Restructuring Inc. Page 4 of 7

107 4.2 Unresolved Claims There are two Claims to be resolved, as summarized below: (a) A Claim by Mr. Tai and certain corporations affiliated with him related to Court proceedings against Coventree and Coventree s transfer agent, Equity Financial Trust Company, commenced pursuant to a Notice of Action dated April 14, The claim relates to the Company s decision in April, 2009, to cancel SAP Shares that were issued to Mr. Tai under Coventree s 2005 Share Allocation Plan. More information with respect to this claim was provided in Section 6.1 of the Liquidator s First Report to Court dated February 7, 2012 and Section 6.1 of the Liquidator s Second Report to Court dated April 20, 2012 ( Second Report ). Pursuant to Section 4.3(a) of the Liquidation Plan, the Inspectors resolved to oversee and manage the administration of Mr. Tai s claim in connection with the SAP Shares and all related litigation. On February 27, 2012, the Inspectors also resolved to have Mr. Tai's claim in connection with the SAP Shares determined in the context of the proceedings already commenced by Mr. Tai against the Company, as permitted by the Claims Procedure Order. The Litigation completed the documentary discovery stage during the Reporting Period. Issues in connection with examinations for discoveries have arisen and are ongoing. Mediation to address the Litigation is scheduled for March 17, (b) CRA filed nominal placeholder claims of $1 in respect of Coventree s various tax accounts. The Company has paid all taxes owing since the Effective Date and no further tax claims are expected to be assessed. However, until final tax returns have been filed and assessed, there can be no certainty that CRA will not seek to establish a claim. Set out below is a status of the Company s various tax accounts: Income tax accounts - Upon completion of the Litigation and determination of the unresolved claim of Mr. Tai, final income tax returns will be filed and clearance certificates will be sought from CRA. Duff & Phelps Canada Restructuring Inc. Page 5 of 7

108 Goods and Service Tax ( GST ) and Harmonized Sales Tax ( HST ) accounts Coventree ceased carrying on commercial activities prior to the Effective Date. As a result, it has neither been generating any revenues on which GST/HST has been exigible, nor been claiming input tax credits. The Liquidator sought and received clearance certificates from CRA in respect of the GST and HST accounts. Payroll deduction accounts Coventree has two employees, and as a result, its payroll deductions account remains active. Upon the completion of the Litigation, determination of the unresolved claim and payment of the unsolved claims, clearance certificates will be sought from CRA. 5.0 Statement of Receipts and Disbursements As set out in the Second Report, Coventree had approximately $11.6 million in cash or cash equivalents as at November 30, Set out as Appendix A is a statement of receipts and disbursements ( R&D ) for the period from December 1, 2013 to December 31, As at December 31, 2014, the Company had cash and cash equivalents of approximately $11.4 million. 6.0 Remaining Assets and Liabilities The following summarizes the Company s reserves: ($millions) Cash on hand 11.4 Less: Resolved and Unresolved Claims Provision for professional fees, expenses and cost awards 1.5 Provision for operating and other costs.6 Contingency Net amount currently available for distribution - Until the SAP Shares Litigation is resolved, the Inspectors and the Liquidator do not anticipate making any further distributions to shareholders. 1 Includes a reserve of $5 million with respect to the Litigation. Duff & Phelps Canada Restructuring Inc. Page 6 of 7

109 7.0 Next Steps Completion of the Company s winding-up and the making of a final distribution to shareholders is subject to the following: A final determination or resolution of the SAP Shares claim; The filing of all final tax returns; Receipt of clearance certificates regarding the Company s tax accounts (other than its sales tax accounts which have been cleared by CRA); and Court approval of a final distribution, the Liquidator s discharge and the ultimate dissolution of the Company. * * * All of which is respectfully submitted, DUFF & PHELPS CANADA RESTRUCTURING INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY Duff & Phelps Canada Restructuring Inc. Page 7 of 7

110 Appendix A

111 Appendix "A" Coventree Inc. Statement of Receipts & Disbursements For the Period December 1, 2013 to December 31, 2014 ($; unaudited) Receipts: Investment recoveries 275,599 Interest 153,167 Foreign exchange and sundry 44,920 Total Receipts 473,686 Disbursements: Legal fees - litigation 233,161 Insurance 88,749 Rent 77,430 Inspectors' fees 69,227 Wages and benefits 66,661 Consulting fees - litigation 54,240 Office and general 56,872 Liquidator's fees 38,816 Legal fees - corporate 14,279 Consulting fees - tax 9,306 Total Disbursements 708,741 Excess (deficiency) of receipts over disbursements (235,055) Balance - December 1, ,642,302 Balance - December 31, ,407,247

112 Appendix D-4

113 Fourth Report to the Shareholders of Coventree Inc. by KSV Kofman Inc. as Liquidator of Coventree Inc. February 1, 2016

114 Contents Page 1.0 Executive Summary Activities during the Reporting Period Background Inspectors Claims Process Statement of Receipts and Disbursements Remaining Assets and Liabilities Next Steps...6 Appendices Appendix Statement of Receipts and Disbursements... A Tab ksv advisory inc. Page i of i

115 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. FOURTH REPORT TO THE SHAREHOLDERS OF COVENTREE INC. BY KSV KOFMAN INC. AS LIQUIDATOR OF COVENTREE INC. FEBRUARY 1, Executive Summary The voluntary winding-up of Coventree Inc. (the Company ) commenced on February 15, 2012 ( Effective Date ). KSV Kofman Inc. 1 ( KSV, formerly Duff & Phelps Canada Restructuring Inc. or ( D&P )) is the liquidator ( Liquidator ). The Liquidator has issued three prior reports to the Company s shareholders. The reports provide information on, among other things, the Company s activities since its winding-up commenced and calculations supporting the two distributions that have been made to the shareholders. This report ( Report ) summarizes the Company s activities from January 1, 2015 to December 31, 2015 ( Reporting Period ) and the status of claims against the Company. All amounts in this Report are stated in Canadian dollars. 1.1 Activities during the Reporting Period Litigation The litigation stemming from the Company s cancellation of 736,522 common shares issued to Mr. Dean Tai ( Litigation ) pursuant to the Company s Share Allocation Plan ( SAP Shares ) continued during the Reporting Period. In March, 2015, a mediation was held but the parties were unable to reach an agreement to resolve the Litigation. In April, 2015, motions to determine the representative to be examined on behalf of the Company were heard by the Ontario Superior Court of Justice ( Court ), and the Court issued its decision in June, Examinations for discovery were completed in August, Currently, the parties are in the process of addressing various issues arising from the examinations for discovery. 1 On June 30, 2015, D&P was acquired by KSV. Pursuant to an Order of the Court made on July 10, 2015, the name of the firm handling D&P s mandates was changed from D&P to KSV, including acting as Liquidator in these proceedings. The restructuring professionals overseeing this mandate prior to June 30, 2015 remain unchanged. ksv advisory inc. Page 1 of 6

116 If necessary, motions to address issues arising from the discoveries that the parties are unable to resolve may be heard during spring If the Litigation proceeds to trial, that trial may be scheduled for early Investment Recovery In July, 2015, the Company received a payment of US $282,000 in respect of a note held by the Company. The note was issued by a securitization structure that was established by the Company and that owned a pool of commercial mortgages originated in the United States by Sun Life Assurance Company ( Sun Life ). The payment was the final amount to be received by the Company in respect of such note Claims There has been no change in the claims against the Company. Currently there are three resolved, unpaid claims totaling $1,175,000 and two unresolved claims, the quantum of which is to be determined Funds on Hand As at December 31, 2015, the Company had approximately $11.1 million in cash or cash equivalents. These funds are being reserved to cover resolved unpaid claims, unresolved claims and estimated future costs Outstanding Matters The matters that currently remain outstanding are: Discharging the resolved, unpaid claims. Completing the Litigation. Completing final tax returns and obtaining tax clearance certificates from CRA. 2.0 Background On June 30, 2010, the Company s shareholders ( Shareholders ) passed a special resolution approving, among other things: a) the Company s voluntary winding-up pursuant to Section 193 of the Ontario Business Corporations Act ( OBCA ) at a time to be determined by the Company s directors; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by the shareholders. D&P is the liquidator named in the Liquidation Plan. By resolution of the Company s board of directors, February 15, 2012 was determined to be the Effective Date of the Liquidation Plan. ksv advisory inc. Page 2 of 6

117 Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Court under Section 207 of the OBCA for orders: To have the Company s winding-up supervised by the Court (the Winding-Up Order ); and Establishing a Claims Process (the Claims Procedure Order ). On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. The Company s shares (the Common Shares ), of which 15,157,138 are outstanding, had been listed on the NEX. On February 14, 2012, the Common Shares ceased trading as the NEX would not consent to their continued trading after the Effective Date. Since the Effective Date, the Liquidator has made two distributions to Shareholders, which, in total, amounted to $3.78 per share, as follows: Return of capital - cash $.46 Taxable dividend cash 3.06 Taxable dividends in-kind shares of Xceed Mortgage Corporation.26 $ 3.78 More detailed background information on the Company, including its dealing with the Ontario Securities Commission, is contained in the Liquidator s reports to Court filed in the winding-up proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Definitions All capitalized terms used in this Report that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 2.2 Restrictions In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information relied upon by the Liquidator. ksv advisory inc. Page 3 of 6

118 3.0 Inspectors Messrs. Wesley Voorheis, William Aziz and Joseph Wiley are the inspectors (the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. The main function of the Inspectors is to manage and administer the claim and Litigation in connection with the SAP Shares (as described in Sections and 4.2). 4.0 Claims Process Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim ( Claim ) were required to deliver a written notice of such on or before April 13, The Liquidator s First Report to Shareholders dated February 6, 2013 summarized the claims procedure and the three categories of unresolved claims that then existed. No additional claims have been filed. Set out below is a summary of the remaining unpaid and unresolved claims. 4.1 Resolved Unpaid Claims Pursuant to employment agreements with the Company, Messrs. Dean Tai and Geoffrey Cornish and Ms. Ani Hotoyan-Joly are to receive termination payments upon the completion of the Company s winding up. The total owing in respect of these termination payments is $1,175, Unresolved Claims There are two Claims to be resolved, as summarized below: (a) A Claim by Mr. Tai and certain corporations affiliated with him related to Court proceedings against the Company and the Company s transfer agent, Equity Financial Trust Company, commenced pursuant to a Notice of Action dated April 14, The claim relates to the Company s decision in April, 2009, to cancel SAP Shares that were issued to Mr. Tai under the Company s 2005 Share Allocation Plan. More information with respect to this claim was provided in the Liquidator s previous reports. Pursuant to Section 4.3(a) of the Liquidation Plan, the Inspectors resolved to oversee and manage the administration of Mr. Tai s claim in connection with the SAP Shares and all related litigation. On February 27, 2012, the Inspectors also resolved to have Mr. Tai's claim in connection with the SAP Shares determined in the context of the proceedings already commenced by Mr. Tai against the Company, as permitted by the Claims Procedure Order. ksv advisory inc. Page 4 of 6

119 In March, 2015, a mediation was held but the parties were unable to reach an agreement to resolve the Litigation. In April, 2015, motions to determine the representative to be examined on behalf of the Company were heard by the Court, and the Court issued its decision in June, Examinations for discovery were completed in August, Currently, the parties are in the process of addressing various issues arising from the examinations for discovery. If necessary, motions to address issues arising from the discoveries that the parties are unable to resolve may be heard during spring If the Litigation proceeds to trial, that trial may be scheduled for early (b) CRA filed nominal placeholder claims of $1 in respect of the Company s various tax accounts. The Company has paid all taxes owing since the Effective Date and no further tax claims are expected to be assessed. However, until final tax returns have been filed and assessed, there can be no certainty that CRA will not seek to establish a claim. Set out below is a status of the Company s various tax accounts: Income tax accounts - Upon completion of the Litigation and determination of the unresolved claim of Mr. Tai, final income tax returns will be filed and clearance certificates will be sought from CRA. Goods and Services Tax ( GST ) and Harmonized Sales Tax ( HST ) accounts the Company ceased carrying on commercial activities prior to the Effective Date. As a result, it has neither been generating any revenues on which GST/HST has been exigible, nor been claiming input tax credits. The Liquidator sought and received clearance certificates from CRA in respect of the GST and HST accounts. Payroll deduction accounts the Company has two employees. As a result, its payroll deductions account remains active. Upon the completion of the Litigation, determination of the unresolved claims and payment of the claims, clearance certificates will be sought from CRA. 5.0 Statement of Receipts and Disbursements The Company s Statement of Receipts and Disbursements ( R&D ) for the period from January 1, 2015 to December 31, 2015 is provided in Appendix A. The receipts include recovery in full of the Company s investment with Sun Life whereas the disbursements principally relate to the Litigation (legal and Inspectors fees) and the Company s ongoing operating costs. As at December 31, 2015, the Company had cash and cash equivalents of approximately $11.1 million. ksv advisory inc. Page 5 of 6

120 6.0 Remaining Assets and Liabilities The following summarizes the Company s reserves: ($millions) Cash on hand 11.1 Less: Resolved and Unresolved Claims Provision for professional fees and expenses.6 Provision for operating and other costs.4 Contingency Net amount currently available for distribution - Until the SAP Shares Litigation is resolved, the Inspectors and the Liquidator do not anticipate making any further distributions to shareholders. 7.0 Next Steps Completion of the Company s winding-up and the making of a final distribution to shareholders continues to be subject to the following: A final determination or resolution of the SAP Shares claim; The filing of all final tax returns; Receipt of clearance certificates regarding the Company s tax accounts (other than its sales tax accounts which have been cleared by CRA); and Court approval of a final distribution, the Liquidator s discharge and the ultimate dissolution of the Company. * * * All of which is respectfully submitted, KSV KOFMAN INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY 2 Includes a reserve of $5 million with respect to the Litigation. ksv advisory inc. Page 6 of 6

121 Appendix A

122 Appendix "A" Coventree Inc. Statement of Receipts & Disbursements For the Period January 1, 2015 to December 31, 2015 ($; unaudited) Receipts: Investment recoveries 367,826 Interest 145,806 Foreign exchange and sundry 8,767 Total Receipts 522,398 Disbursements: Legal fees - litigation 382,240 Inspectors' fees 181,142 Wages and benefits 148,417 Office and general 47,221 Liquidator's fees 37,776 Rent 36,315 Insurance 18,576 Consulting fees - litigation 16,882 Legal fees - corporate 3,130 Total Disbursements 871,699 Excess (deficiency) of receipts over disbursements (349,301) Balance - January 1, ,407,247 Balance - December 31, ,057,946

123 Appendix D-5

124 Fifth Report to the Shareholders of Coventree Inc. by KSV Kofman Inc. as Liquidator of Coventree Inc. January 30, 2017

125 Contents Page 1.0 Executive Summary Litigation Claims Funds on Hand Outstanding Matters Background Inspectors Claims Process Statement of Receipts and Disbursements Remaining Assets and Liabilities Next Steps...6 Appendices Appendix Statement of Receipts and Disbursements... A Tab ksv advisory inc. Page i of i

126 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. FIFTH REPORT TO THE SHAREHOLDERS OF COVENTREE INC. BY KSV KOFMAN INC. AS LIQUIDATOR OF COVENTREE INC. JANUARY 30, Executive Summary The voluntary winding-up of Coventree Inc. (the Company ) commenced on February 15, 2012 ( Effective Date ). KSV Kofman Inc. 1 ( KSV, formerly Duff & Phelps Canada Restructuring Inc. or ( D&P )) is the liquidator ( Liquidator ). The Liquidator has issued four prior reports to the Company s shareholders. The reports provide information on, among other things, the Company s activities since its winding-up commenced and calculations supporting the two distributions that have been made to the shareholders. This report ( Report ) summarizes the Company s activities from January 1, 2016 to December 31, 2016 ( Reporting Period ) and the status of claims against the Company. All amounts in this Report are stated in Canadian dollars. 1.1 Litigation The litigation stemming from the Company s cancellation of 736,522 common shares issued to Mr. Dean Tai ( Litigation ) pursuant to the Company s Share Allocation Plan ( SAP Shares ) continued during the Reporting Period. A hearing was held in May, 2016 relating to certain issues that arose during examinations for discovery that were completed in August, The Ontario Superior Court of Justice ( Court ) advised the parties which questions, which they had previously refused, required responses. In September, 2016, Mr. Tai s counsel completed a re-examination of Mr. Geoffrey Cornish, the Company s Chief Executive Officer, on behalf of the Company. The Company provided responses to the undertakings given at that re-examination in the fall of On June 30, 2015, D&P was acquired by KSV. Pursuant to an Order of the Court made on July 10, 2015, the name of the firm handling D&P s mandates was changed from D&P to KSV, including acting as Liquidator in these proceedings. The restructuring professionals overseeing this mandate prior to June 30, 2015 remain unchanged. ksv advisory inc. Page 1 of 6

127 The parties are ready to proceed to trial. The trial has been scheduled for November 27 to December 8, 2017, the earliest available dates. 1.2 Claims There has been no change in the claims against the Company. Currently there are three resolved, unpaid claims totaling $1,160,000 and two unresolved claims, the quantum of which is to be determined. 1.3 Funds on Hand As at December 31, 2016, the Company had approximately $10.7 million in cash or cash equivalents. These funds are being reserved to cover resolved unpaid claims, unresolved claims and estimated future costs. 1.4 Outstanding Matters The matters that currently remain outstanding are: Discharging the resolved, unpaid claims; Completing the Litigation; and Completing final tax returns and obtaining tax clearance certificates from Canada Revenue Agency ( CRA ). 2.0 Background On June 30, 2010, the Company s shareholders ( Shareholders ) passed a special resolution approving, among other things: a) the Company s voluntary winding-up pursuant to Section 193 of the Ontario Business Corporations Act ( OBCA ) at a time to be determined by the Company s directors; and b) a plan of liquidation and distribution substantially in the form attached to such special resolution. On January 23, 2012, the Company s board of directors adopted a finalized plan of liquidation and distribution (the Liquidation Plan ) substantially in the form approved by the special resolution passed by the shareholders. D&P is the liquidator named in the Liquidation Plan. By resolution of the Company s board of directors, February 15, 2012 was determined to be the Effective Date of the Liquidation Plan. Pursuant to Section 4.3(k) of the Liquidation Plan, the Liquidator made an application to the Court under Section 207 of the OBCA for orders: To have the Company s winding-up supervised by the Court (the Winding-Up Order ); and Establishing a Claims Process (the Claims Procedure Order ). ksv advisory inc. Page 2 of 6

128 On February 15, 2012, the Court made the Winding-Up Order and the Claims Procedure Order. The Company s shares (the Common Shares ), of which 15,157,138 are outstanding, had been listed on the NEX. On February 14, 2012, the Common Shares ceased trading as the NEX would not consent to their continued trading after the Effective Date. Since the Effective Date, the Liquidator has made two distributions to Shareholders, which, in total, amounted to $3.78 per share, as follows: Return of capital - cash $.46 Taxable dividend cash 3.06 Taxable dividends in-kind shares of Xceed Mortgage Corporation.26 $ 3.78 More detailed background information on the Company, including its dealing with the Ontario Securities Commission, is contained in the Liquidator s reports to Court filed in the winding-up proceedings. Copies of the materials filed with the Court as well as the Company s press releases are posted on the Liquidator s website at Definitions All capitalized terms used in this Report that are not otherwise defined shall have the meanings ascribed to such terms in the Liquidation Plan. 2.2 Restrictions In preparing this Report, the Liquidator has relied upon unaudited financial information prepared by the Company s representatives, the Company s books and records and discussions with the Company s representatives and legal counsel. The Liquidator has not performed an audit of such information. The Liquidator expresses no opinion or other form of assurance with respect to the accuracy of any financial information relied upon by the Liquidator. 3.0 Inspectors Messrs. Wesley Voorheis, William Aziz and Joseph Wiley are the inspectors (the Inspectors ) as provided for under Section 6.5 of the Liquidation Plan. The main function of the Inspectors is to manage and administer the claim and Litigation in connection with the SAP Shares (as described in Sections 1.1 and 4.2). 4.0 Claims Process Pursuant to the Claims Procedure Order, creditors ( Claimants ) wishing to assert a claim ( Claim ) were required to deliver a written notice of such on or before April 13, ksv advisory inc. Page 3 of 6

129 The Liquidator s First Report to Shareholders dated February 6, 2013 summarized the claims procedure and the three categories of unresolved claims that then existed. No additional claims have been filed. Set out below is a summary of the remaining unpaid and unresolved claims. 4.1 Resolved Unpaid Claims Pursuant to employment agreements with the Company, Messrs. Tai and Cornish and Ms. Ani Hotoyan-Joly are to receive termination payments upon the completion of the Company s winding up. The total owing in respect of these termination payments is $1,160, Unresolved Claims There are two Claims to be resolved, as summarized below: (a) A Claim by Mr. Tai and certain corporations affiliated with him related to Court proceedings against the Company and the Company s transfer agent, Equity Financial Trust Company, commenced pursuant to a Notice of Action dated April 14, The claim relates to the Company s decision in April, 2009, to cancel SAP Shares that were issued to Mr. Tai under the Company s 2005 Share Allocation Plan. More information with respect to this claim was provided in the Liquidator s previous reports. Pursuant to Section 4.3(a) of the Liquidation Plan, the Inspectors resolved to oversee and manage the administration of Mr. Tai s claim in connection with the SAP Shares and all related litigation. On February 27, 2012, the Inspectors also resolved to have Mr. Tai's claim in connection with the SAP Shares determined in the context of the proceedings already commenced by Mr. Tai against the Company, as permitted by the Claims Procedure Order. A hearing was held in May, 2016 relating to certain issues that arose during examinations for discovery that were completed in August, The Court advised the parties which questions, which they had previously refused, required responses. In September, 2016, Mr. Tai s counsel completed a re-examination of Mr. Cornish on behalf of the Company. The Company provided responses to the undertakings given at that re-examination in the fall of The trial has been scheduled for November 27 to December 8, 2017, the earliest available dates. (b) CRA filed nominal placeholder claims of $1 in respect of the Company s various tax accounts. The Company has paid all taxes owing since the Effective Date and no further tax claims are expected to be assessed. However, until final tax returns have been filed and assessed, there can be no certainty that CRA will not seek to establish a claim. ksv advisory inc. Page 4 of 6

130 Set out below is a status of the Company s various tax accounts: Income tax accounts - Upon completion of the Litigation and determination of the unresolved claim of Mr. Tai, final income tax returns will be filed and clearance certificates will be sought from CRA. Goods and Services Tax ( GST ) and Harmonized Sales Tax ( HST ) accounts the Company ceased carrying on commercial activities prior to the Effective Date. As a result, it has neither been generating any revenues on which GST/HST has been exigible, nor been claiming input tax credits. The Liquidator sought and received clearance certificates from CRA in respect of the GST and HST accounts. Payroll deduction accounts the Company has two employees. As a result, its payroll deductions account remains active. Upon the completion of the Litigation, determination of the unresolved claims and payment of the claims, clearance certificates will be sought from CRA. 5.0 Statement of Receipts and Disbursements The Company s Statement of Receipts and Disbursements ( R&D ) for the period from January 1, 2016 to December 31, 2016 is provided in Appendix A. The disbursements principally relate to the Litigation (legal fees) and the Company s ongoing operating costs. As at December 31, 2016, the Company had cash and cash equivalents of approximately $10.7 million. 6.0 Remaining Assets and Liabilities The following summarizes the Company s reserves: ($millions) Cash on hand 10.7 Less: Resolved and Unresolved Claims Provision for professional fees and expenses.7 Provision for operating and other costs.4 Contingency Net amount currently available for distribution - Until the SAP Shares Litigation is resolved, the Inspectors and the Liquidator do not anticipate making any further distributions to shareholders. 2 Includes a reserve of $5 million with respect to the Litigation. ksv advisory inc. Page 5 of 6

131 7.0 Next Steps Completion of the Company s winding-up and the making of a final distribution to shareholders continues to be subject to the following: A final determination or resolution of the SAP Shares claim; The filing of all final tax returns; Receipt of clearance certificates regarding the Company s tax accounts (other than its sales tax accounts which have been cleared by CRA); and Court approval of a final distribution, the Liquidator s discharge and the ultimate dissolution of the Company. * * * All of which is respectfully submitted, KSV KOFMAN INC. IN ITS CAPACITY AS LIQUIDATOR OF COVENTREE INC. AND NOT IN ITS PERSONAL CAPACITY ksv advisory inc. Page 6 of 6

132 Appendix A

133 Coventree Inc. Statement of Receipts & Disbursements For the Period January 1, 2016 to December 31, 2016 ($; unaudited) Receipts: Interest 97,550 Foreign exchange and sundry 11,399 Total Receipts 108,948 Disbursements: Legal fees - litigation 198,519 Wages and benefits 99,525 Office and general 47,317 Liquidator's fees 31,106 Rent 26,819 Insurance 18,652 Inspectors' fees 11,232 Total Disbursements 433,170 Excess (deficiency) of receipts over disbursements (324,222) Balance - January 1, ,057,946 Balance - December 31, ,733,724

134 Appendix E

135 IN THE MATTER OF THE WINDING-UP OF COVENTREE INC. UPDATE TO THE SHAREHOLDERS OF COVENTREE INC. BY KSV KOFMAN INC. AS LIQUIDATOR OF COVENTREE INC. October 30, Settlement of Tai Litigation This is an update to the shareholders of Coventree Inc. ( Coventree ) since the Fifth Report to Shareholders dated January 30, 2017 ( Fifth Report ). As set out in the Fifth Report, the major outstanding matter has been the litigation between Coventree and Mr. Dean Tai stemming from Coventree s cancellation of 736,522 common shares issued to Mr. Tai pursuant to Coventree s Share Allocation Plan ( SAP Shares ). On September 27, 2017, Coventree and Mr. Tai finalized a settlement of the litigation (the Settlement ). The Settlement provided for payment of $4.5 million to Mr. Tai and his companies in satisfaction of Mr. Tai s severance pay entitlement ($500,000), the litigation in respect of the SAP Shares and cancellation of Mr. Tai s direct and indirect shareholdings ( Tai Shares ) in Coventree. The cancellation of the Tai Shares reduced the number of outstanding Coventree shares to 12,343,241. Attached as Schedule A is an announcement by Coventree regarding the Settlement. 2.0 Updated Estimated Funds Available to Shareholders An estimate of the funds that may be available for a final distribution is provided below: ($000 s) Funds on hand at January 30, ,700 Less: Net disbursements from January 31, 2017 to September 30, Settlement payment 4,500 Funds on hand at September 30, ,932 Less: Estimated accounts payable, future operating expenses and contingencies 1,500 Estimated funds available for distribution shareholders 4,432 Estimated funds available for distribution per share.359

136 Page Future Steps in Liquidation The final distribution to shareholders will be made upon: Discharging all existing liabilities; Filing final tax returns; Obtaining tax clearance certificates from Canada Revenue Agency ( CRA ) in respect of Coventree s corporation tax and payroll accounts; and Obtaining a court order authorizing the payment of the final distribution, providing for the discharge of the Liquidator and the ultimate dissolution of Coventree. The timing of the final distribution is uncertain and will depend, to a large extent, on CRA s response to the clearance certificate requests. Yours truly, KSV Kofman Inc. Liquidator of Coventree Inc. And not in its personal or corporate capacity

137 Schedule A Coventree is pleased to announce that it has settled all outstanding issues with its co-founder Dean Tai, and his holding companies. The settlement involves a payment by Coventree in the amount of $4,500,000, in global settlement of all claimed or actual entitlements by Mr. Tai and his holding companies. We recognize and thank Mr. Tai for his many contributions to Coventree and wish him all the best.

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