SPROTT BRIDGING INCOME RSP FUND (ALSO KNOWN AS THE NINEPOINT BRIDGING INCOME RSP FUND )

Transcription

1 SPROTT BRIDGING INCOME RSP FUND (ALSO KNOWN AS THE NINEPOINT BRIDGING INCOME RSP FUND ) NOTICE OF SPECIAL MEETING TO BE HELD ON OCTOBER 15, 2018 AND MANAGEMENT INFORMATION CIRCULAR SEPTEMBER 17, 2018

2 SPROTT BRIDGING INCOME RSP FUND (the Fund ) NOTICE OF SPECIAL MEETINGS OF UNITHOLDERS NOTICE IS HEREBY GIVEN that a special meeting (the Meeting ) of unitholders of the Fund will be held at the offices of Wildeboer Dellelce LLP located at 365 Bay Street, Suite 800, on October 15, 2018 at 10:00 a.m. (Eastern time). If the Meeting is adjourned, this notice shall constitute notice of such adjourned meeting, which will be held on October 22, 2018 at 10:00 a.m. (Eastern time) at the offices of Wildeboer Dellelce LLP located at 365 Bay Street, Suite 800,. The purpose of the Meeting is to consider and, if advisable, pass resolutions to approve the following: 1. a change of the manager of the Fund (the Change of Manager ), and the matters related thereto described in the resolutions attached to the accompanying joint management information circular; and 2. to transact such further or other business as may properly come before the Meeting or any adjournment(s) thereof. The record date for the determination of unitholders of the Fund (the Unitholders ) entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof is September 12, 2018 (the Record Date ). Unitholders whose names have been entered in the register of Unitholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof. This notice is accompanied by a management information circular and a form of proxy (the Proxy Instrument ) relating to the business of the Meeting and to certain other matters affecting the Fund. Unitholders that are unable to attend the Meeting have the right to appoint a person or company other than the management appointee of Bridging Finance Inc. and Ninepoint Partners LP (the Co- Managers ), the co-managers of the Fund, designated on the Proxy Instrument to attend and act on such Unitholder s behalf at the Meeting. Such right may be exercised by inserting the name of the person or company to be appointed in the space provided, or by completing another proper form of proxy. A person or company appointed as a proxy holder need not be a Unitholder of the Fund. To be effective at the Meeting, or at any adjournments thereof, the enclosed Proxy Instrument must be received by Ninepoint Partners LP located at 200 Bay Street, Suite 2700,, M5J 2J1 Attention: Kirstin McTaggart or faxed to or ed to proxy@ninepoint.com, or received by the Chairman of the Meeting not later than forty-eight (48) hours (excluding Saturdays, Sundays and civic or statutory holidays in the City of ) before the Meeting or any adjournments thereof and the person or company so appointed as proxy holder should be notified. Instruments appointing proxies not so deposited may not be voted at the meeting or any adjournments thereof. The Co-Managers recommend that Unitholders of the Fund vote FOR the Change of Manager. DATED at as of the 17 th day of September 2018.

3 - 2 - BRIDGING FINANCE INC., in its capacity as co-manager of the Fund By: (signed) David Sharpe Name: David Sharpe NINEPOINT PARTNERS LP, by its general partner, NINEPOINT PARTNERS GP INC., in its capacity as co-manager of the Fund By: (signed) John Wilson Name: John Wilson

4 SPROTT BRIDGING INCOME RSP FUND (the Fund ) MANAGEMENT INFORMATION CIRCULAR This management information circular (the Circular ) is dated September 17, 2018 and is furnished in connection with the solicitation of proxies by Bridging Finance Inc. ( Bridging and a Co-Manager ) and Ninepoint Partners LP ( Ninepoint and a Co-Manager and, together with Bridging, the Co- Managers ) in their capacity as co-managers of the Fund. This Circular is for use at the special meeting (the Meeting ) of unitholders of the Fund (the Unitholders ) to be held at the offices of Wildeboer Dellelce LLP located at 365 Bay Street, Suite 800,, on October 15, 2018 at 10:00 a.m. (Eastern time) or at any adjournments thereof, for the purposes set forth in the notice of special Meeting of Unitholders (the Notice ) accompanying this Circular and as discussed below. The Meeting is being held to consider a proposal to change the manager from the Co-Managers to Bridging (the Change of Manager ) and to transact such other business as may properly come before the Meeting. The full text of the proposed resolutions are set out in Schedule A attached to this Circular. Any or all of the matters contained in the proposed resolutions may, at any time before or after the holding of the Meeting, be delayed or revoked by the Co-Managers for any reason whatsoever without further notice to, or action on the part of Unitholders, if the Co-Managers determine, in their sole and absolute discretion, that it would be necessary or desirable. The information given in this Circular is as of September 12, 2018 except where otherwise indicated. Solicitation of Proxies GENERAL STATUTORY INFORMATION Solicitation of proxies for the Meeting will be primarily by mail, the cost of which will be borne by the Fund. Proxies may also be solicited personally or by telephone by officers and employees of the Co- Managers at nominal cost to the Fund. As at the date of this Circular, no officer of Ninepoint and no director or officer of either Bridging or Ninepoint Partners GP Inc., the general partner of Ninepoint, has informed either of the Co-Managers in writing that he or she intends to oppose any action intended to be taken by management at the Meeting. Appointment of Proxy Holders The individual named in the enclosed Proxy Instrument is an officer of Bridging, one of the Co-Managers of the Fund. A Unitholder has the right to appoint a person or company other than the management appointee of the Co-Managers designated in the Proxy Instrument to represent the Unitholder at the Meeting by crossing out the printed name on the Proxy Instrument and inserting the name of the person or company the Unitholder wishes to attend and act for the Unitholder at the Meeting as proxy in the blank space provided, or by completing another proper form of proxy. A person or company appointed as a proxy holder need not be a Unitholder of the Fund. By completing, executing and returning the enclosed Proxy Instrument or another proper form of proxy as described below, Unitholders can participate in the Meeting through the person or company named on the form of proxy.

5 - 2 - The Proxy Instrument must be signed by the Unitholder or by the Unitholder s attorney duly authorized in writing or, if the Unitholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Persons signing as executors, administrators, trustees or in any other representative capacity should so indicate and give their full title as such. A partnership should sign in the partnership s name and by an authorized person(s). To be effective at the Meeting, or at any adjournments thereof, the enclosed Proxy Instrument must be received by Ninepoint Partners LP located at 200 Bay Street, Suite 2700,, M5J 2J1 Attention: Kirstin McTaggart or faxed to or ed to proxy@ninepoint.com, or received by the Chairman of the Meeting not later than forty-eight (48) hours (excluding Saturdays, Sundays and civic and statutory holidays in the City of ) before the Meeting or any adjournment(s) thereof and the person or company so appointed as proxy holder should be notified. Instruments appointing proxies not so deposited may not be voted at the Meeting, or at any adjournments thereof. Revocation of Proxies A proxy given by a Unitholder for use at the Meeting may be revoked at any time prior to its use. A Unitholder who has given a proxy pursuant to this solicitation may revoke it at any time up to and including the Meeting or any adjournments thereof at which the proxy is to be used: (a) (b) (c) by an instrument in writing executed by the Unitholder or by his, her or its attorney authorized in writing and either delivered to the attention of Ninepoint Partners LP located at 200 Bay Street, Suite 2700,, M5J 2J1 Attention: Kirstin McTaggart or faxed to or ed to proxy@ninepoint.com; by delivering written notice of such revocation to the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment(s) thereof; or in any other manner permitted by law. Voting of Proxies and Discretion Thereof Units represented by properly executed proxies in favour of a person designated in the printed portion of the enclosed Proxy Instrument WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE APPROVAL OF THE CHANGE OF MANAGER. On any ballot that may be called for at the Meeting, all Units (as defined below) in respect of which the management appointee of the Co- Managers named in the accompanying Proxy Instrument has been appointed to act will be voted for or voted against in accordance with the instructions of the Unitholder signing the Proxy Instrument. If the Unitholder specifies a choice with respect to any matter to be acted upon, the Units will be voted accordingly. The enclosed Proxy Instrument confers discretionary authority upon the management appointee of the Co-Managers named therein to exercise their judgment and to vote with respect to such matters, including without limitation, such amendments or variations to the resolutions or any other matters, though not specifically set forth in the Notice, which may properly come before the Meeting, or any adjournments thereof. At the date hereof, the Co-Managers do not know of any amendments, variations or other matters which may be presented for consideration at the Meeting other than the matters referred to in the Notice. However, if any other matters should properly come before the Meeting, it is the intention of the person named in the enclosed Proxy Instrument to vote on such matters in accordance with their best

6 - 3 - judgment. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The voting securities of the Fund consists of an unlimited number of units (the Units ). Each Unit of the Fund is entitled to one vote on all matters properly coming before the applicable Meeting. As at September 12, 2018, the issued and outstanding Units of each Class of the Fund is as follows: Class Class A Class F Class I Number of Units Issued and Outstanding 401, ,007, NIL Only Unitholders of record of the Fund at the close of business on September 12, 2018 (the Record Date ) will be entitled to receive notice of the Meeting and to vote their Units in respect of the matters to be voted at the Meeting, except to the extent that a Unitholder redeems any Units of the Fund after such Record Date, in which case such Units may not be voted at the Meeting. No person acquiring Units of the Fund after the Record Date will be entitled to receive notice of, or to vote at, the Meeting, or at any adjournments thereof. A quorum for the Meeting requires two or more Unitholders holding not less than 10% of the outstanding Units on such date present in person or represented by proxy and entitled to vote thereat. With respect to each matter properly brought before the Meeting, a Unitholder shall be entitled to one vote for each Unit registered in the name of such Unitholder. At a Meeting of Unitholders, the affirmative vote of not less than a majority of the votes cast by Unitholders of the Fund present in person or represented by proxy at the Meeting is required for approval of the resolutions referred to in the Notice and discussed below. Units of the Fund that are held by other mutual funds managed by either of the Co-Managers or their affiliates, will not be voted at the Meeting. The Co-Managers and their affiliates will vote any Units of the Fund held by them in favour of the resolutions. Every question submitted to each Meeting shall be decided in the first instance by a show of hands unless a poll is demanded, in which case a poll shall be taken. On a show of hands, every Unitholder who is entitled to vote and is present in person or represented by proxy shall have one vote. On a poll, every Unitholder who is entitled to vote and is present in person or represented by proxy shall have one vote for each whole Unit which he, she or it holds. As of September 12, 2018, to the knowledge of the Co-Managers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the voting rights attached to the Units of any class of the Fund entitled to be voted at the Meeting. PARTICULARS OF MATTERS TO BE ACTED UPON I. The Proposed Change of Manager Ninepoint recently announced that it has entered into a definitive asset purchase agreement (the Purchase Agreement ) pursuant to which, among other things, Bridging agreed to purchase from Ninepoint the right to exclusively manage the Fund (the Transaction ). The Transaction is scheduled to close on the fifth business day following the day on which the conditions set out in the Purchase Agreement have been satisfied or waived (the Closing ), which is expected to occur in the third quarter of On Closing, Ninepoint will assign its rights to manage the Fund to Bridging (the Purchaser ). The Closing of the Transaction will result in the Change of Manager.

7 - 4 - Details of the Purchaser The Purchaser is a corporation established under the laws of Canada with its head office located at 77 King Street West, Suite 2925, M5K 1K7 and its registered office located at 949 Wilson Avenue, M3K 1G2. The name, municipality of residence, position with the Purchaser and principal occupation of each director and executive officer of the Purchaser are set forth below: Name and Municipality of Residence Natasha Sharpe Jenny Virginia Coco Rock-Anthony Coco David Sharpe Farzana Reburiano Barry Hall Andrew Mushore Office Director and Chief Investment Officer Executive Vice- President and Director Executive Vice- President and Director Chief Executive Officer VP, Finance and Fund Accounting Senior Manager, Finance and Fund Accounting Chief Compliance Officer Principal Occupation in the Last Five Years Chief Investment Officer of Bridging Chief Executive Officer of Coco Paving Inc. President of Coco Paving Inc. Chief Executive Officer of Bridging VP, Finance and Fund Accounting of Bridging Senior Manager, Finance and Fund Accounting, Finance of Bridging & Audit Manager, Deloitte LLP Chief Compliance Officer of Bridging The following is biographical information for such directors and officers: Natasha Sharpe: Natasha is a Director and Chief Investment Officer of Bridging. Natasha was previously the Chief Credit Officer for Sun Life Financial where she was responsible for creating risk policy for the company s $110-billion global portfolio of managed assets. Prior to that, Natasha held the position of Vice- President at Coopers and Lybrand and went on to spend over 10 years at BMO Financial Group where she led various teams in risk assessment and corporate finance. In 2010, Natasha was named as one of Canada s Top 40 Under 40. In 2015, Natasha was named to the Diversity 50 in Canada. Natasha is a director of private and non-profit companies. She holds a PhD and a Masters of Business Administration from the University of Toronto. Jenny Virginia Coco: Jenny is Executive Vice-President and a Director of Bridging. Jenny is the Chief Executive Officer of Coco Paving Inc., a division of the Coco Group. Jenny joined the Coco Group full time in 1987, having spent many summers learning the family business. Jenny oversees the daily management of the Canadian and U.S. operations, and is largely responsible for the negotiation of acquisitions as well as overseeing company expansions, including a concrete pipe manufacturing facility

8 - 5 - and an aggregate dock for the importing of materials, both of which have resulted in a vertical integration that has allowed Coco Paving to obtain a high degree of success in its heavy construction division. Under Ms. Coco s stewardship, Coco Group has successfully integrated five businesses and acquisitions over the last 12 years. She continues to be the liaison for private-public partnerships for the development of highway infrastructure in Ontario. Jenny has also taken an active role in the expansion of the residential and commercial divisions of the company. Jenny received a Masters of Business Administration (Finance) from the University of Windsor. Jenny has been a member of the Integrated Financial Planning Committee for the London Diocese, and has previously served on the Board of Directors of the University of Windsor and the Federal Business Development Bank of Canada. Rock-Anthony Coco: Rocky is Executive Vice-President and a Director of Bridging. Rocky is President of Coco Paving Inc., a division of the Coco Group where he oversees all activities of the Heavy Construction Division from asphalt paving to underground site servicing and concrete paving. Under Rocky s management, Coco Paving Inc. has successfully tendered and completed all MTO projects since 2004 in South Western Ontario on Highway 402 and Highway 401, encompassing over 50 kilometres of highway infrastructure. Rocky is a civil engineering graduate from the University of Windsor in 1987, and gained his license to practice as a Professional Engineer in He has been a President of the Heavy Construction Association of Windsor. David Sharpe: David is Chief Executive Officer of Bridging. As the Chief Executive Officer, David is responsible for the strategic direction of the firm and ensuring sustainable growth is achieved. David has 25 years of financial services industry experience, in roles such as General Counsel, Chief Compliance Officer and Chief Risk Officer for leading financial organizations, and previously was the head of investigations for the Mutual Fund Dealers Association of Canada. David is Chair Emeritus of First Nations University of Canada. David was a member of the Board of Governors for close to 7 years and served as Board Chair. He is a Board member of the Economic Development Corporation for Eabametoong (Fort Hope) First Nation. He is also a member of the Board of Trustees of Queen s University and is Vice-Chair of the Dean s Council at Queen s University, Faculty of Law. David is a Mohawk and member of the Mohawks of the Bay of Quinte (Tyendinaga). David is a lawyer and has been a member of the Law Society of Upper Canada since He has an LLB from Queen s University, an LLM in Securities Law from Osgoode Hall Law School and a Masters of Business Administration from the Richard Ivey School of Business, University of Western Ontario. David has also received the Professional Director Certification from the Johnson-Shoyama Graduate School of Public Policy at the University of Saskatchewan/University of Regina. In 2015, David was named to the Diversity 50 in Canada. Farzana Reburiano: Farzana is Vice-President, Finance of Bridging. Farzana is responsible for providing strategic management of the accounting and finance functions of Bridging including fund accounting, corporate accounting, financial reporting and budgeting. She has a decade of experience in providing accounting, finance and administration services to pension, mutual, hedge and private equity funds. Prior to joining Bridging, Farzana led a team at SS&C Fund services and CIBC Mellon both leading global service providers to provide operational support for funds with complex strategies, products and structures. Farzana holds a Bachelor s degree in Commerce and a Post Graduate Diploma in Banking and Finance from the National Institute of Bank Management. Barry Hall: Barry joined Bridging in November 2017 and is responsible for managing the financial reporting of BFI and the fund accounting process of the funds managed by BFI. This includes corporate accounting, regulatory and tax reporting, monthly NAV calculations, cash management and foreign exchange hedging. Prior to joining BFI, Barry worked as an Audit Manager at Deloitte LLP in Toronto, Canada. During his time at Deloitte, Barry gained over 9 years of professional experience providing audit and assurance services to the investment management industry. Barry s experience includes the implementation of internal controls, assessment of new accounting standards and securitization accounting.

9 - 6 - Barry graduated from Queen s University with a Bachelor of Commerce and is a Chartered Professional Accountant (CPA, CA). Andrew Mushore: Andrew is responsible for the oversight of the firm s compliance system. Prior to joining Bridging, Andrew was a Senior Compliance Officer at CI Financial. He later went on to hold the position Senior Manager, Compliance of an investment management firm in Toronto with approximately $1.6 billion under management. Andrew holds a Bachelor s degree in Finance with a minor in Economics and a Bachelor s degree in Management from Fordham University in New York, NY. Impact of Change of Manager and Other Related Changes The Fund is established pursuant to and in accordance with a trust agreement dated as of February 27, 2015, as amended and restated as of January 1, 2016 and further amended and restated June 30, 2016 (the Trust Agreement ). Ninepoint retained Bridging as Co-Manager of the Fund to manage the Fund s investment portfolio pursuant to a co-management agreement effective August 1, 2017 (the Co-Management Agreement ). Pursuant to the Co-Management Agreement, Bridging has managed the assets of the Fund in the name of the Fund with full discretionary authority as to all investments on a continuing basis subject to, and in accordance with, the provisions of the Co-Management Agreement. Bridging has managed the assets of the Fund by taking such action from time to time in connection therewith as Bridging has deemed necessary or desirable for the proper investment management of the assets of the Fund at all times in compliance with the investment objective, strategy, guidelines and restrictions set forth in the Co-Management Agreement and the Trust Agreement. In providing its services to the Fund, Bridging has had the sole responsibility to determine which securities and other investments, in its discretion, have been purchased, held and sold by the Fund and has executed (or caused the execution of) such agreements, documents or orders in respect of such determinations. Pursuant to the Co-Management Agreement, Ninepoint has administered, managed and operated the dayto-day administration of the Fund, including communications with the third parties and reporting to Unitholders. Ninepoint has also provided marketing and distribution services for the Fund, including communicating with brokers and dealers and providing general advice as to advertising and promotion. Pursuant to the Purchase Agreement between Ninepoint and the Purchaser, Ninepoint, in its capacity as comanager of the Fund, will assign its rights to manage the Fund under the Co-Management Agreement, resulting in the Change of Manager of the Fund. Benefits of the Proposed Change of Manager The Co-Managers believe the Change of Manager will be beneficial to Unitholders of the Fund for the following reasons: a) the individuals that are currently principally responsible for the portfolio management of the Fund will continue to be responsible for the portfolio management of the Fund upon Closing; b) the Purchaser intends to manage and administer the Fund in substantially the same manner as it is currently managed. There is no intention to change the custodian, investment objectives, investment strategies or fees and expenses of the Fund;

10 - 7 - c) the experience of the directors and officers of the Purchaser as described above under Details of the Purchaser demonstrates that these individuals have managed and administered the Fund, and other funds, successfully and are sophisticated and experienced in the investment industry; and d) the Fund will continue to have the benefit of the Purchaser s expertise in originating private debt. As at July 31, 2018, the Fund s assets constituted approximately $264,506,588 of the approximately $1 Billion that is managed by the Purchaser in specialized private debt solutions. Conditions and Approvals The Closing is subject to customary closing conditions, including Unitholder approval with respect to the Change in Manager. The Resolutions At the Meeting, Unitholders will be asked to consider, and, if deemed appropriate, approve, with or without variation, resolutions (the Resolutions ) approving the Change of Manager. A copy of the Resolutions is set forth in Schedule A to this Circular. Pursuant to the Trust Agreement, certain matters relating to the Fund require approval by Unitholders. In particular, Unitholder approval is required for the Change of Manager. Accordingly, the Resolutions must be approved by the affirmative vote of at least a majority of the votes cast by Unitholders present in person or represented by proxy at the Meeting. The Co-Managers recommend that Unitholders vote in favour of the Resolutions. In the absence of contrary instructions, the Co-Management nominee named as proxyholder in the enclosed Proxy Instrument intends to vote FOR the Resolutions. MANAGEMENT CONTRACTS Pursuant to the Co-Management Agreement, the Co-Managers agreed to provide management services to the Fund. In consideration for the services provided by the Co-Managers pursuant to the Co-Management Agreement, the Co-Managers receive certain fees which are payable by the Fund to the Co-Managers. AUDITORS The auditors of the Fund are KPMG LLP, with its principal office located at 333 Bay Street, Suite 4600,. ADDITIONAL INFORMATION Unitholders wishing to receive copies of the financial statements of the Fund should mail a request to Ninepoint or Bridging. Financial information concerning the Fund is contained in the audited annual financial statements of the Fund for the financial year ended December 31, NOTICE RE SPROTT BRIDGING INCOME FUND LP Notice is hereby provided that, pursuant to the Purchase Agreement, Bridging will also become the sole manager of Sprott Bridging Income Fund LP (the Partnership ). The Fund indirectly invests substantially

11 - 8 - all of its assets in the Partnership. Pursuant to the Purchase Agreement, Ninepoint, in its capacity as comanager of the Partnership, will assign its rights to manage the Partnership under the Partnership s amended and restated management agreement, resulting in Bridging becoming the sole manager of the Partnership. CERTIFICATE The contents and the distribution of this Circular have been approved by the board of directors of Bridging and Ninepoint Partners GP Inc., the general partner of Ninepoint, in their capacity as co-managers of the Fund. DATED at as of the 17 th day of September, BRIDGING FINANCE INC. (signed) David Sharpe Name: Title: David Sharpe Chief Executive Officer NINEPOINT PARTNERS LP, by its General Partner, NINEPOINT PARTNERS GP INC. (signed) John Wilson Name: Title: John Wilson Co-Chief Executive Officer

12 SCHEDULE A CHANGE OF MANAGER RESOLUTIONS RESOLUTION TO CHANGE THE MANAGER OF THE FUND WHEREAS it is in the best interests of Sprott Bridging Income RSP Fund (the Fund ) and its Unitholders (the Unitholders ) to change the manager of the Fund to the Purchaser; BE IT RESOLVED THAT: 1. The proposed change in the manager of the Fund to the Purchaser as described in the Management Information Circular of the Fund dated September 17, 2018 (the Circular ), and all matters relating thereto as more particularly described in the Circular, is approved; 2. The directors of the Co-Managers, as co-managers of the Fund, are hereby authorized to revoke this resolution or any part of it before it is acted upon and without further approval of the Unitholders of the Fund if, in the opinion of the directors, they consider it necessary or desirable; and 3. Any director or officer of the Co-Managers, as co-managers of the Fund, is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered, all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such directors or officers shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendments to the material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or the doing of any such act or thing.