homes · as you are aware, i am involved in court matters this week which as you can appreciate...

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Kevin Meyler

From: Kevin Meyler

Sent: Monday, May 13, 2019 7:58 AM

To: Frank P. Layton, Q.C.

Cc: Melissa Bos; ZAHARA, RYAN

Subject: RE: Eagles Quay Properties Inc.

Frank,

Thank you for this note, and your correspondence of Friday evening. We will have a response to you early this morning,

together with some available times for discussion with the Receiver and its counsel.

As previously advised, we look forward to your formal offer of payout (presumably through an acquisition of the

properties) at your earliest possible opportunity.

Best regards,

Hardie & Kelly Inc. In its capacity as Receiver of Eagles Quay Properties Inc.

and not in its personal or corporate capacity.

Per:

Kevin Meyler, CA•CIRP Senior Vice President Direct: 403-536-8526 Main: 403-777-9999 Fax: 403-640-0591 Email: kmeyler insolvency.net

Fla die ll =-Eltarrrrn mmi

Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2

From: Frank P. Layton, Q.C. <[email protected]>

Sent: Monday, May 13, 2019 1:24 AM

To: Kevin Meyler <[email protected]>

Cc: Melissa Bos <[email protected]>


Kevin,

On Friday, I had forgotten that today was Mother's Day.

Therefore, it was not possible to insist upon my Assistant working when she had plans today with her mother

and the rest of her family.

My letter to you will be finished tomorrow as early as possible.

You will see when you receive my correspondence that I do set out the principal facts and related issues for you.

My approach remains to focus upon an immediate settlement, which is desired by both EQPI and ATB. I have included proposed offers of Payout to ATB, which we had previously intended to discuss when we met at Eagles Quay.

I trust that you will appreciate the comments in my letter and that we will be able to resolve this matter without the need for further legal proceedings.

I have to be in Court this week and the following week, which makes it impossible for me to be able to retain litigation counsel for EQPI, Frank P. Layton Q.C., Dr. Carol A. Layton and Frank P. Layton Professional Corporation (the "EQPI Stakeholders") to appear on May 16, 2019. As you also do appreciate, EQPI and I have at all times remained committed to the agreement proposed by ATB and agreed to by EQPI for discussions to achieve an Alternative Resolution, instead of the transfer of the EQPI Lands to ATB.

Clearly, this matter should be readily resolved by settlement. However, if instead there are further legal proceedings, the EQPI Stakeholders will be forced to retain legal counsel to act on their behalf and pursue all available remedies and damages. There is considerable difficulty to retain a lawyer, as most law firms are not willing to act against ATB as they have files with ATB. This simply causes further delay.

As you are aware, the EQPI Lands were provided to ATB on September 25, 2014.

ATB Chief Risk Officer Bob Mann at a meeting with me on September 25, 2014, confirmed that EQPI could transfer the EQPI Lands to ATB in full satisfaction of the ATB Land and ATB would be required to sell the land at Fair Market Value with all Eagles Quay Estate Lot sale proceeds paid firstly to ATB and secondly all excess sale proceeds to be paid to EQPI, as well as all unsold Eagles Quay Estate Lots to be retransferred to EQPI.

It is important to fully appreciate and understand that had EQPI, as intended, transferred the EQPI Lands to ATB on September 25, 2014, none of the subsequent events would have transpired.

ATB CRO Bob Mann stated that the equity remaining in EQPI after payout of the ATB Loan was far greater than the ATB Loan. CRO Bob Mann stated that he believed that EQPI could market and sell the land at higher prices than would be achieved by ATB and requested that EQPI and I assist ATB with the sale of the Eagles Quay Estate Lots. CRO Bob Mann also stated his assurance that ATB would promptly advance further funds to EQPI. As you know, the ATB Loaned $5.5M to EQPI and received security of $18M, the value of which has never been disputed by ATB.

I have provided a more detailed explanation of the foregoing and related events, which are material to your review of the respective legal rights and priorities of all Stakeholders including your due diligence with respect to EQPI, Frank P. Layton Q.C. and Dr. Carol A. Layton as Guarantors and Frank P. Layton Professional Corporation.

This is truly a very simply matter, which inexplicably has developed in a very unforeseeable manner, but must and deserves to be resolved without further legal proceedings by simple good faith discussions for settlement.

The Receiver, is an Officer of the Court and has a duty to simply complete due diligence with all Stakeholders prior to taking further steps with respect to the Receivership of EQPI.

To avoid any misunderstanding, you are formally notified that each of the EQPI Stakeholders objects to the Receiver taking any further steps toward the appointment of a Realtor or other steps as Receiver, prior to the Receiver having completed due diligence with all of the EQPI Stakeholders and providing the Receiver's report to all Stakeholders.

2

The Receiver is also hereby notified (as previously discussed) it is against the interests of all EQPI Stakeholders,

for the Receiver to be involved in the market place and to be speaking to realtors and further, that the EQPI

Stakeholders, have a legal priority above ATB and do not want the Receiver to market the EQPI Lands.

The foregoing is for clarification and as stated above, the preferred course of action is an amicable settlement

as soon as possible. I am also satisfied that if we are able to continue our earlier discussions for a payout to

ATB, EQPI (or the writer) are confident that financing can be arranged within a reasonable period of time.

Regards,

LAYTON PC

FRANK P. LANTON, Q.C.

BARRISTER & SOLICITOR ISA FOREIGN LAN% CONSULTANT

LAYTONPC COUNSEL AT LAW • BOARDROOM COUNSEL • INTERNATIONAL COUNSEL • BUSINESS LAW

folmonPlavion-a .corn P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 laytomac•com

Professional Corporation

PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a,m. to 12:00 p,rn. (except holidays). Messages not

received during Office Hours will be reviewed in the normal course during Business Hours. Matters are dealt with based upon many factors and not in a chronological order of priority. Do

not assume a message sent during or outside of Office Hours has been reviewed or dealt with unless you have received notice from our office. We will communicate with addressee by email

(which does not assure privacy or security) and hereby confirm each recipients approval and authority to do so, unless instructed (in writing) by recipient not to communicate via email. If

received in error delete immediately.

From: Frank P. Layton, Q.C.

Sent: Friday, May 10, 2019 11:54 PM

To: 'Kevin Meyler' <[email protected]>Cc: Melissa Bos <[email protected]>


Kevin,

Kindly see the attached letter.

Yours truly,

LAYTON pc

FRANK P. LANTON, Q.C.

BARRISTER & SOLICITOR SA FOREIGN LAW CONSULTAN'l

LAYTON PC (AWNSEL AT LAW • BOARDROOM COUNSEL • INTERNATIONAL COUNSEL • BESINESS 1.1W

fplaymn(alay;On•nr,coM P 780.424,4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 layton- qc.corn


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m to 4 p.m. and Friday 9:00 a.m. to 12'00 p.m (except holidays). Messages not





From: Kevin Meyler <[email protected]>

Sent: Monday, May 6, 2019 2:09 PM

To: Frank P. Layton, Q.C. <[email protected]>

3

LAYTON PC FRANK P. LAYTON, Q.C. COUNSEL AT LAW BARRISTER AND SOLICITOR BOARDROOM COUNSEL USA FOREIGN LAW CONSULTANT INTERNATIONAL COUNSEL

[email protected]

May 22, 2019

P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 www.layton-qc.com

WITHOUT PREJUDICE Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2 Attention: Kevin Meyler

Dear Kevin:

Re: Eagles Quay Properties Inc. ("EQPI") / ATB Financial - Receivership

As you are aware, I am involved in Court matters this week which as you can appreciate requires my full-time commitment and I trust you will extend to me the courtesy of acknowledging my commitment to EQPI is most certainly my highest priority to resolve.

My understanding of what transpired at your Application is of considerable concern to me.

I had clearly expressed my request for you not to proceed with your Application knowing that I could not retain counsel to be able to attend the Application.

I also do not understand why you are proceeding without first obtaining all of the information from EQPI and from me, which you are aware raises very serious legal issues regarding the priority of legal rights of ATB, EQPI and the writer, which it is my understanding that the Receiver is required to complete before taking steps forward on the Receivership.

I would understand, if after learning all of the information from all Stakeholders and consulting with your legal counsel, the Receiver having been satisfied as to the proper steps to be taken, then moves ahead with the receivership.

In any event, I do not understand the steps you have taken which are clearly only based upon support for ATB, without the same care for the interests of EQPI and for me.

As I have advised you and as we discussed, I continue to want to discuss the details with you (and deliver the EQPI Financial Statements) at our meeting at Eagles Quay.

ATB has always acknowledged that ATB's conduct has caused and continues to cause Damages to EQPI, Dr. Carol A. Layton and to me.

As you are aware, when we first spoke we discussed the absolute importance for us to meet at Eagles Quay in order for me to be able to familiarize you with the high quality infrastructure and amenities that are only found at Eagles Quay and to provide you with the important material information that applies only to Eagles Quay with respect to a sale of the Eagles Quay Estate Lots. I advised you that I would bring the Financial Statements with me when we met at Eagles Quay. You stated that it was imperative for us to meet at Eagles Quay.

I was then unavailable for two weeks in April, due to back surgery.

PATENT & TRADEMARK AGENT LAYTON PC denotes: IPIC MEMBER Frank P. Layton Professional Corporation

I suggested meeting with you at Eagles Quay on April 25, 2019. You responded that you might have been able to meet on May 2, 2019. The writer was not available due to medical appointments on May 2, but responded to you on April 30, 2019 and suggested a meeting on May 3, 2019.

It was at this point that you withdrew from meeting at Eagles Quay until after the listing agent was selected. From this stage, despite the writer reaching out to you again on May 5, 2019 to arrange a meeting the following week, you did not respond or make an effort to meet with me or the EQPI Stakeholders, but proceeded to file your court documents, with no notice to the writer.

You are aware that it is my life's work that I have invested at Eagles Quay and that EQPI and I have only been co-operative and agreed to ATB's requests for assistance with the marketing and sale of the Eagles Quay Estate Lots, even as ATB's conduct increasingly did not adhere to ATB's strict code of conduct and legal duties and ATB's breach of Agreement made with EQPI and with Carol Layton and me (as Guarantors).

ATB and EQPI agreed to cooperatively focus on the steps to sell the Eagles Quay Estate Lots without interruption, by dealing only with the Damages payable by ATB and agreed to continue the marketing and also to discuss the Damages amount that the ATB Loan payout would be reduced by compensate for the Damages. ATB and EQPI agreed that the Damages amount could be readily agreed upon by good faith discussions.

I presume that ATB has provide you as Receiver copies of the written details of this Agreement.

As you know, notwithstanding EQPI's continued commitment for these discussions which also facilitated the Discussions for an Alternative Resolution as requested by ATB, ATB refused to meet for the agreed upon Discussions when ATB and EQPI had been performing the Agreement.

Instead, ATB continued the unlawful proceedings for the appointment of the Receiver for EQPI.

I must say, over a very long career, I have never before seen (or suffered as a party) a corporation or individual whose conduct compares to the extreme extent to which ATB, a Crown Corporation, has acted with total disregard for its prescribed statutory duties, including breach of ATB's Fiduciary Duty and ATB's prescribed conduct to be complied with at all times toward ATB Customers, Guarantors and the Public.

As an Inaugural Director of Alberta Investment Management Corporation ("AIMCo"), an Alberta Crown Corporation responsible for investing $75Billion of Albertan's funds, the AIMCo Directors and Officers were very vigilant in ensuring all AIMCo employees always acted in compliance with AIMCo's similar duties and codes of conduct.

As the Alberta Government and ATB assure to all Albertans, I have assumed and relied upon ATB fulfilling its duties and that ATB would at all times comply with ATB's duties and prescribed conduct towards EQPI, Carol and to me.

Indeed, on September 25, 2014, if I had not agreed with ATB Chief Risk Officer Bob Mann's request to assist ATB and simply insisted upon the transfer of title to the EQPI Lands to ATB (as CRO Bob Mann agreed EQPI was entitled to do in full satisfaction of the ATB Loan), none of the devastation that has occurred to me , my wife Dr. Carol A. Layton and our daughters and to EQPI would have occurred.

I have the understanding that you and your legal counsel are of the view that the ATB's prescribed strict Fiduciary Duty (Duty of Trust) and others strict legal duties (which are the foundation principles of law), as well as ATB's clear and undisputed breach of Agreements made with EQPI and my wife Carol Layton and me, have no importance or application to ATB regarding ATB's misconduct engaged in towards us.

LAYTON PC

Page 2

ATB, in breach of ATB's very strict legal duties, has also never provided any information and has refused to meet to discuss this matter and to attain the Alternative Resolution, as ATB requested EQPI agree to, instead of the transfer of the EQPI Lands to ATB.

ATB has done so, notwithstanding the undisputed commitment to cooperate by EQPI and me, as ATB requested and as agreed to by EQPI and by ATB and Frank P. Layton regarding the short-term courtesy of diverting Frank P. Layton's personal income to pay ATB's monthly interest on the corporate loan to EQPI, a loan totally unrelated to Frank P. Layton.

It is clearly imperative for you, your lawyer and me to meet at Eagles Quay to enable us to discuss this matter and at a minimum enable you to advise me of the legal basis for having dismissed 'out of hand' my legal position as stated to you. I certainly always discuss the facts and law with all parties to be sure we all understand the facts being presented and the applicable law, which is required in the best interests of all parties.

As the issues in this matter are the same law that I practice in Canada and internationally, I was surprised that you and your lawyer would not have any interest in the facts and law from my perspective. I have attached a copy of my Personal Profile for your reference. I am very interested in learning your very confident analysis as taken by you, albeit without a great deal of factual information that I had expected to be providing to you.

In this matter I am not litigation counsel and have always advised ATB that my involvement was as CEO of EQPI and as a Guarantor.

I always have proceeded upon the understanding that we would resolve this matter by a payout to ATB, which has always been agreed to and acted upon by ATB and EQPI, instead of the transfer of the EQPI Lands to ATB.

It is only as a result of ATB's unforeseeable actions that I have had to consider the legal positions of the parties. As I have advised you, if the settlement that ATB and EQPI have agreed to attain by Alternative Resolution is not the course of conduct to be followed, it will be necessary to retain litigation counsel.

I continue to be committed to settlement, as soon as possible, by an Alternative Resolution as requested by ATB, instead of the transfer of the EQPI Lands to ATB.

There is also very material information that impacts the sale of the EQPI Estate Lots that you must know before being in a position to market the Estate Lots. Although if that did occur, I would be forced to commence legal proceedings which I have always endeavoured to avoid, as such proceedings (as is the case with ATB's unlawful Receivership) are not proper for the interests of ATB or EQPI, as stated by ATB CRO Bob Mann on September 25, 2014.

I would like to arrange to meet with you and your lawyer at Eagles Quay on Monday, May 27, 2019 at 1:00 p.m. or at a time this weekend if that is better for you.

If you are again not available to meet at Eagles Quay, I would like to arrange a call with you on Friday afternoon (May 24, 2019).

LAYTON PC

Page 3

It is clearly important that I speak with you to obtain an understanding of your legal position and proposed next steps, as you are aware that I do not have any understanding of Receivership and had understood that we were focused upon the payout to ATB.

In the meantime, I will send several Alternative Resolution Proposals to you.

Yours truly,

LAYTON PC

Frank P. Layton, Q.C. FPL/mjb

LAYTON PC

Page 4

LAYTON PC FRANK P. LAYTON, Q.C. COUNSEL AT LAW BARRISTER AND SOLICITOR BOARDROOM COUNSEL USA FOREIGN LAW CONSULTANT INTERNATIONAL COUNSEL

[email protected] P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 www.layton-qc.com

May 22, 2019 WITHOUT PREJUDICE

Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2 Attention: Kevin Meyler

Dear Kevin:

Re: Eagles Quay Properties Inc. ("EQPI") / ATB Financial - Receivership

I am pleased to set forth below several Alternative Resolution Proposals to resolve this matter, as requested by ATB.

I would have preferred to send the Alternative Resolution Proposals to you before now, but have been involved in Court Proceedings, that as you know, require the full commitment of my time.

As I have previously advised you, the most important priority for me and my family is to resolve this matter with ATB.

The Alternative Resolution Proposals have been prepared to reflect sincere, good faith compromise and concessions made by EQPI to ATB to attain the Alternative Resolution desired by both ATB and EQPI.

I had expected that we would have had our meeting at Eagles Quay before now, during which I would have had the opportunity to provide you with a great deal of information that is material to the proper, fair and reasonable resolution of this matter.

As you know, it is always best to be sure that each party has received the information from the other party to provide an understanding and perspective of each party's respective point of view, which facilitates discussion and settlement by the parties.

As I have not been able to meet with you to provide the information that I intended to provide at Eagles Quay, I am concerned that the intended and sincere very substantial concessions made to ATB that are included in the Alternative Resolution Proposals may not be readily understood by you, which I would not want to have in any way interfere with both ATB's and EQPI's desire to resolve this matter.

The Alternative Resolution Proposals have been prepared on the basis of only including the most conservative and basic damages and reimbursement of Frank P. Layton's personal income paid to ATB.

Accordingly, I would ask that you call me to discuss the Alternative Resolution Proposals in order for you to have a proper understanding of the Proposals, including in particular the concessions that may not otherwise be apparent to you.

Any Alternative Resolution Proposals for Settlement of this matter includes the discharge by ATB of all security registered against EQPI, Frank P. Layton or Carol A. Layton, including the discharge of ATB's security registered against the EQPI Lands and the Layton Lands.

The legally enforceable damages for which ATB and the ATB Directors are liable greatly exceed any payout amount of the ATB Loan.

PATENT & TRADEMARK AGENT LAYTON PC denotes: IPIC MEMBER Frank P. Layton Professional Corporation

However, common sense dictates that EQPI is prepared to make reasonable concessions and compromise

to attain settlement, which is in the interest of both ATB and EQPI.

I am pleased to provide you as Receiver (and ATB) with the following Alternative Resolution Proposals,

namely:

EQPI Alternative Resolution Proposal #1



d

411111111111111111MIMIMMIIIMMINIMMINgalle

LAYTON PC

Page 2

I a ' time perio of 30 days and possibly up to 60 days, would be required to obtain inancing.

If the Alternative Resolution for Settlement requires a payment to ATB in excess of11.11111 a longer time period of 60 to 90 days will be required to obtain the financing.

ATB must appreciate that having regard to what has occurred, including ATB's commencement of the unlawful foreclosure proceedings, the unlawful appointment of a Receiver for EQPI and the several years where the EQPI Estate Lots could not be properly marketed for sale, has created a negative misrepresentation to the public and any source of financing thereby creating a hurdle to obtaining financing to payout ATB.

ATB requested EQPI's agreement to attain settlement by an Alternative Resolution to payout ATB, which EQPI (as a courtesy) agreed to with ATB, instead of the transfer of title to the EQPI Lands to ATB.

Any stipulated time period for EQPI to obtain the financing refers only to such financing, pursuant to ATB's request and desire for an Alternative Resolution instead of the transfer of title to the EQPI Lands to ATB.

In the event that financing cannot be obtained within the stipulated time period, the EQPI Lands would be transferred to ATB, subject to any agreement between ATB and EQPI to extend the time to obtain financing. The time period for financing can only relate to the time to arrange financing as the ❑nly other option available to ATB is the transfer of title of the EQPI Lands to ATB.

EQPI does not agree with the very low Fair Market Value that the Receiver has attributed to the EQPI Estate Lots, which the Receiver established without speaking with EQPI or Frank P. Layton to obtain additional information regarding the valuation of the Eagles Quay Estate Lots. We have previously been provided by ATB with the inaccurate and unsupportable low valuation. EQPI and Frank P. Layton have verifiable information to substantiate that the Eagles Quay Estate Lots continue to be within the top end of the market. We also have detailed information that establishes the inaccuracy of the low valuations that have been proposed by the Receiver.

However, it is to be noted that if the low valuation of the Eagles Quay Estate Lots presented by the Receiver is applied (solely for the purpose of determining a fair and reasonable Alternative Resolution Proposal for Settlement), such low valuation would support EQPI's Alternative Resolution Proposals set forth above.

All of EQPI's Proposals are on the basis that ATB releases all Security, Guarantees and claims against EQPI and Frank P. Layton and Carol A. Layton (Guarantors).

Alternative Resolution Proposal of the Receiver (and ATB)

EQPI and the Guarantors are certainly willing to consider any fair and reasonable Alternative Proposals for settlement presented by the Receiver (and ATB).

It is of the utmost importance for both ATB and EQPI, with the Receiver, to be fully engaged in good faith and committed to quickly attaining an Alternative Resolution for Settlement.

It is imperative for the future health and well being of the Layton family that this matter be immediately resolved by an Alternative Resolution for Settlement, as also desired by ATB.

We look forward to all further discussions and to quickly agreeing upon an Alternative Resolution for Settlement.

LAYTON PC

Page 3

There is absolutely no reasonable justification for continued legal proceedings that would of necessity include ATB and past and present ATB Directors and other individuals which would encompass years of litigation and very high cost for no practical purpose or benefit any party. Such legal proceedings would involve additional legal proceedings by ATB Directors for claims against ATB and other ATB Directors.

The ATB Directors do not share equal personal liability.

These extended legal proceedings further establish that any further legal proceedings are against the interest of all parties.

If an Alternate Proposal for payout to ATB is soon agreed upon by ATB and EQPI, it seems probable that the payout could be processed through the Receiver.

In that case, ATB would be able to avoid the steps necessary and associated costs for the termination of the Receivership of EQPI.

I confirm my understanding that no further steps will be taken with respect to the Receivership while discussions for an Alternative Resolution Proposal are taking place.

If this matter is not settled by Alternative Resolution, kindly confirm you will take no such further steps as Receiver until EQPI and the Guarantors have been able to retain legal counsel.

Yours truly,

LAYTON PC

Frank P. Layton, Q.C. FPL/mjb

LAYTON PC

Page 4

Meyler, Kevin

From: Kevin Meyler Sent: May 22, 2019 2:49 PM To: Frank P. Layton, Q.C. Cc: Melissa Bos; ZAHARA, RYAN Subject: RE: Eagles Quay Properties Inc.

Frank,

We will review your correspondence in detail and respond shortly. In the meantime and in the interest of blocking time in folks calendars, I note that you have suggested a meeting at the site, or in the alternative, a meeting with the Receiver and its counsel on Friday (May 24th) afternoon. I have checked with our counsel, and we are both available for such a call at 2:00, would this work with your schedule? Please let me know and I'll circulate a dial-in.

With respect to the provision of the books and records as required by the Receivership Order and the subsequent Order, we reiterate that we do not need to meet at the properties in order to obtain the books and records. However, we note the tight timeline with respect to the provision of the books and records in their entirety (and not referring to simply the financial statements). We anticipate that these can be couriered by your office, or in the alternative, if you wish our office to arrange such a reverse courier, please let us know as soon as possible so it can be arranged Friday afternoon so that the records are received in our office no later than Monday morning.

Please let us know re. the courier and whether a call on Friday at 2:00 works with your schedule.

Thanks and best regards,

Hardie & Kelly Inc. !nits capacity as Receiver of Eagles Quay Properties Inc. and not in its personal or corporate capacity.

Per:

Kevin Meyler, CA.CIRP Senior Vice President Direct: 403-536-8526 Main: 403-777-9999 Fax: 403-640-0591 Email: krnevler(&.insolvencymet

I larciie Kelly Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2

From: Frank P. Layton, Q.C. <[email protected]> Sent: Wednesday, May 22, 2019 1:23 PM To: Kevin Meyler <[email protected]> Cc: Melissa Bos <[email protected]> Subject: Eagles Quay Properties Inc.

1

Kevin, Kindly see the attached letter. Regards,

LAYTON PC

FRANK P. LAYTON, Q.C. BARRISTER & SOLICITOR USA FOREIGN LAW CONSULTANT

LAYTON PC COUNSEL AT LAW ■ BOARDROOM COUNSEL ■ INTERNATIONAL COUNSEL • BUSINESS LAW

folavtonoilayton-qc.com P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 lavton-nc.com


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a.m. to 12:00 p.m. (except holidays). Messages not





2

Hardie Kell LICENSED INSOLVENCY TRUSTEE

VIA EMAIL

May 24, 2019

Frank P. Layton, Q.C. c/o Layton PC 5003 Donsdale Drive Edmonton, AB T6M 2V2

Re: Eagles Quay Properties Inc. ("EQPI"), In Receivership

Dear Mr. Layton,

We write in response to your correspondence(s) dated May 22, 2019.

Hardie & Kelly Inc. acts on this matter solely in its capacity as receiver and manager (the "Receiver") of EQPI and has no authority to resolve or settle matters arising between Frank Layton, Carol Layton and ATB Financial ("ATB"). If you are seeking a resolution with ATB you need to provide any proposed resolution directly to ATB or its legal counsel.

The Receiver is solely authorized to deal with the property, assets and undertakings of EQPI (the "EQPI Property") in accordance with the terms of the receivership order (the "Receivership Order") that was granted in respect of this matter on March 5, 2019.

Court Application held on .11al, 16, 21)19

You were and your legal counsel at the time were properly served with the application and First Report of the Receiver. The sales, marketing and listing order (the "Listing Order") was granted by Justice Jones on Thursday May 16, 2019 and then served on you. A copy is attached again for reference to this correspondence as Appendix "A", together with our counsel's correspondence advising of Justice' Jones comments with respect to the provision of the books and records in compliance with the Receivership Order.

The Receiver communicated our intentions to seek court approval for a sales and marketing process of the EQPI Property on numerous occasions. The Receiver further advised that the application would be made in the event that the Receiver did not receive an acceptable offer for the purchase of the EQPI Property from you. No offer was received and the Receiver in accordance with its obligations under the Receivership Order proceeded with its application for the Listing Order.

As the Receiver has previously advised on multiple occasions, you are not precluded from making an offer for the purchase of the EQPI Property from the Receiver following it being listed for sale with Mr. Jardine.

The Receiver is unable to delay the sales and marketing process in anticipation of hopefully being able to reach an acceptable agreement with you and will immediately be proceeding with the marketing and sale of the EQPI Property in accordance with the terms of the Listing Order.

Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2 • Tel: 403.777.9999 Fax: 403.640.0591 www.insolvency.net

illeefinfe with the Receiver and its cou►►sel

Mr. Jardine is quite familiar with the EQPI Property and the Receiver has asked that Mr. Jardine be available to meet with you at the EQPI Property the afternoon of May 27, 2019, so that you can provide additional details of the properties and in particular, the high quality infrastructure and amenities of Eagles Quay.

The Receiver does not need to personally attend this meeting as Mr. Jardine is the person engaged by the Receiver to market and sell the EQPI Property to prospective purchasers in accordance with the terms of the Listing Order.

This meeting must only deal with updating Mr. Jardine's knowledge of the property, to the extent required and there should be no discussions regarding any of the disputes between ATB, Frank and Carol Layton and EQPI.

Material informnatio►► pe►tai►►ing go the EOPI Properties

We also request that the books and records be provided directly to the Receiver's office as communicated in our email of May 22nd and as directed by the Listing Order.

We would ask that these documents be delivered directly to our office and that such delivery is in no way contingent on the Receiver's attendance at the EQPI Property.

As noted in my email of May 22, 2019 afternoon, copy attached as Appendix "B", in the event that your office is not able to arrange a courier, we would be happy to arrange delivery, but will need notice as soon as possible so that it can be arranged to ensure that the Records are received in the Receiver's office by Monday, May 27th to ensure compliance with the Listing Order. Once these Records are received by our office, we would be happy to discuss them with you by phone.

We again state that we do not anticipate that the provision of the EQPI financial statements alone will satisfy this requirement, as we are seeking all Records pertaining to EQPI or the Property in your possession or control and, without limiting the generality of the requirement, we draw your attention to the definition of Records in Paragraph 6 of the Receivership Order and the illustrative listing that we had previously provided and that's attached hereto for your convenience as Appendix "C".

Purported amine! and potential pre-receivership agree►cents with ATE

As previously advised, we are unable to comment on pre-receivership discussions and potential alternative resolution proposals or agreements with ATB.

The Receiver and its counsel have considered your comments with respect to the pre-receivership discussions and purported agreements with ATB and do not believe they have any effect on the validity and enforceability of the ATB security over EQPI.

If you have concerns with respect to the validity and enforceability of ATB's security you should be making an application to the Court to seek any relief you believe you are entitled to.

We note that any distribution of sales proceeds to ATB will be subject to a further application before the court, for which you will be provided notice in accordance with the applicable rules.

2

Any claim for damages or relief that you believe Frank or Carol Layton may have against ATB needs to advanced through a separate action against ATB and not submitted through the Receiver.

In accordance with the terms of the Receivership Order, which the Receiver understands has not been appealed, vacated, or rescinded, the Receiver is duly appointed and will be proceeding to fulfil the terms of its appointment and its obligations to all of the stakeholders of EQPI.

The Receiver made the Court aware of your concerns in its First Report, together with providing the Court with your May 15, 2019 Correspondence as per your request (in addition to the other correspondence as between our respective offices), and the Court authorized the listing of the EQPI Properties for sale after considering the information before it.

This matter has been determined by a Court and the Receiver will be relying upon the terms of the Listing Order to market and sell the property of EQPI.

Resolution by payout of ATB

Your original correspondence indicated that you have always proceeded upon the understanding that we would resolve this matter by a payout to ATB. We have expressed our willingness to consider an offer to purchase the EQPI Property from the Receiver. However, the Receiver cannot consider any other offers involving a resolution of matters with ATB.

The Receiver is authorized solely to deal with the property, assets and undertakings of EQPI and to realize on that property to recover funds on behalf of all of the creditors of EQPI.

Reference is made to your correspondence received late in the day of May 22, 2019, offering three forms of "alternative resolution proposals" and we can advise that the Receiver is not in a position to pursue any of the three proposals in their current form.

The Receiver only has the ability to convey the EQPI Property, with the resulting funds distributed to the creditors of EQPI and that such distribution would not result in the release of any security, guarantees and/or claims against yourself or Carol Layton, to the extent you have provided guarantees of the EQPI indebtedness to ATB.


The Receiver does not have any authorization to deal with this proposal.


The Receiver would be willing to consider exploring alternatives to your listed EQPI Alternative Resolution Proposal #2, as such proposal appears to contemplate a sale of the EQPI Lands. However, based on the Receiver's understanding of value of the EQPI Lands, both from discussions with Mr. Jardine, together wi i other miters as well as your comments with respect to value, the purchase price o ould appear to be below market for those properties.


Alternative Resolution Proposal #3 appears to be in conflict with the terms of the Receivership Order whereby the Receiver is appointed over all the EQPI Property, therefore EQPI as a legal entity no longer has the legal capacity to deal with such property. As a result, the manner in which the EQPI Property will be transferred is through a sale of the EQPI Property by the Receiver, conditional upon the approval of the Court through an approval and vesting order with

3

-a

the resulting proceeds being disbursed in accordance with legal priorities upon future application before the Court.

Continentx with respect toperceived low inarAet value ascribed hr the Receiver

With respect to your comments surrounding the Receiver's perceived low market value, we would note that these listing prices have been approved by the Court following the Receiver's consultation with two independent realtors and are intended as list price authorizations, with any sale of the properties remaining subject to court approval.

In the event you wish to acquire the EQPI Property "free and clear" of the ATB indebtedness, you must submit an offer to purchase in accordance with the terms of the Listing Order and the marketing and sales process being conducted by the Receiver.

A purchase of the EQPI Property from the Receiver will not resolve the matter of any additional security provided by yourself or Carol Layton pursuant to guarantees of the ATB indebtedness.

Required fourthly administration aline Receivership estate

The Receiver will be marketing the EQPI Property imminently in accordance with the Listing Order granted by the Court, therefore your understanding that no further steps will be taken with respect to the Receivership while discussions for an alternative resolution proposal are taking place is not correct.

If you believe the Receiver does not have the ability to market and sell the EQPI Properties your remedy is to immediately seek relief from the Court by filing and serving an application on the Receiver. Subject to any such relief you may seek and obtain, the Receiver intends to continue to fulfill its mandate to market and sell the EQPI Properties as set out in the Listing Order as soon as possible.

The Receiver will continue to administer the EQPI estate in accordance with the powers awarded under the Receivership Order, including the listing of the EQPI lots for sale in accordance with the Listing Order.

Yours truly,

Hardie & Kelly Inc., solely in its capacity as Receiver of Eagles Quay Properties Inc. and not in 'ts personal 01. corporate capacity

Per:

Kevin eyler Senior Vice President (403) 536-8526

4

APPENDIX A

Blake, Cassels & Graydon LLP Barristers & Solicitors

Patent & Trade-mark Agents 855 - 2nd Street S.W.

Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada

Tel: 403-260-9600 Fax: 403-260-9700

May 17, 2019

VIA E-MAIL

Frank Layton, Q.C. c/o Layton PC 5003 Donsdale Drive Edmonton, AB T6M 2V2

RE: Alberta Treasury Branches v Eagles Quay Properties Inc et al Action No. 1901-06628

Dear Mr. Layton,

Kelly Bourassa

Partner

Dir: 403-260-9697

[email protected]

We are counsel to Hardie & Kelly Inc., LIT, in its capacity as receiver (the "Receiver") of Eagles Quay Properties Inc. (the "Debtor").

In advance of the hearing of the Receiver's application returnable May 16, 2019 at 10:00 a.m. (the "Application"), we provided to Justice Jones copies of various correspondence between you and the Receiver between March 14, 2019 up to and including your letter dated May 15, 2019 received by the Receiver shortly before 8:00 a.m. on the morning of May 16, 2019. At the outset of the Application, and prior to his Lordship granting the Order (Sale Process), we made submissions and answered questions with respect to the correspondence.

His Lordship suggested that your failure to provide books and records of the Debtor pursuant to paragraph six of the Receivership Order of Justice K.G. Nielsen granted March 5, 2019 (the "Receivership Order") arguably puts you in contempt of the Receivership Order. Justice Jones was prepared to grant the Sales Process Order, including a provision compelling you, Frank P. Layton Professional Corp., and any other individual or entity in possession of the Records (as defined in the Receivership Order) to turn over all of the Records of the Debtor to the Receiver within five days of being served with a copy of this order. Additionally, he suggested that we include a provision that should you fail to comply with this direction you would be required to attend before the Court to explain why you should not be held in contempt of the Receivership Order.

His Lordship also commented on your noted willingness to provide the financial statements of the Debtor, but that the Records required to be provided pursuant to the terms of the

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Receivership Order were much broader than simply the financial statements. We also noted

the Receiver's efforts to assist you in identifying and providing the records it expected to be

provided.

Ultimately, Justice Jones was prepared to grant the Order without this additional requirement.

However, he specifically asked that we ensure that you were aware of the Court's concern in

respect of your non-compliance with the Receivership Order.

If the Receiver is not in possession of the Records within five days of the date of this letter, we

will be forced to return before the Court on notice to you to seek further relief.

156lly J. urassa

c: Client R. Zahara / M. Summers, Firm

31422441.2

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COURT FILE NO.

COURT

JUDICIAL CENTRE

PLAINTIFF/APPLICANT

DEFENDANTS/RESPONDENTS

DOCUMENT

ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT

1901-06628 t_c-ALGARY, ALBERTA I

1' TER ° VP Tr) FILED

MAY 1 6 2019

COURT OF QUEEN'S BENCH OF ALBERTA

CALGARY

ALBERTA TREASURY BRANCHES

EAGLES QUAY PROPERTIES INC., FRANK LAYTON and CAROL LAYTON

ORDER (SALES PROCESS)

BLAKE, CASSELS & GRAYDON LLP 3500, 855 — 2nd Street S.W. Calgary, Alberta T2P 4J8

Attention: Ryan Zahara Matthew J. Summers

Telephone: 403-260-9628 403-260-9677

Facsimile: 403-260-9700 Email: [email protected]

[email protected]

File Ref 88370/11

DATE ON WHICH ORDER WAS PRONOUNCED:

NAME OF JUSTICE WHO MADE THIS ORDER:

LOCATION OF HEARING:

May 16, 2019

C.M. Jones

Calgary, Alberta

UPON the application (the "Application") of Hardie & Kelly Inc., LIT, in its capacity as

receiver (the "Receiver") of Eagles Quay Properties Inc. (the "Debtor"); AND UPON having read

the First Report of the Receiver dated May 6, 2019 (the "First Receiver's Report"), the

Confidential Supplement to the First Report of the Receiver dated May 6, 2019 (the "Confidential

Supplement"), and the Affidavit of Service of Elisabeth Wade sworn on May 15, 2019; AND

UPON hearing from counsel for the Receiver, counsel for ATB Financial, formerly Alberta

31422247.1

Treasury Branches, and any other interested parties appearing at the hearing of the within

Application; IT IS HEREBY ORDERED AND DECLARED THAT:

SERVICE

1. The time for service of the notice of Application for this order is hereby abridged, if

necessary, and service thereof is deemed good and sufficient.

APPROVAL OF CONDUCT

2. The actions, conduct, and activities of the Receiver, as outlined in the First Receiver's

Report and the Confidential Supplement, are hereby approved.

APPROVAL OF PROPOSED LISTING TERMS

3. The sale and listing process (the "Proposed Listing Terms") outlined in the First

Receiver's Report is hereby approved.

4. The Receiver is authorized and directed to implement the Proposed Listing Terms,

including the engagement of the Listing Agent on the terms outlined in the First Receiver's

Report, do all things that are reasonably necessary to conduct and give full effect to the

Proposed Listing Terms, and carry out the Receiver's obligations thereunder.

5. The Receiver shall be at liberty to apply for an Order vesting title to the Debtor's purchased

property in the successful bidder in accordance with the Proposed Listing Terms.

COMPELLING BOOKS AND RECORDS

6. Frank Layton, Frank P. Layton Professional Corp., and any other individual or entity in

possession of the Records, as that terms is defined pursuant to paragraph 6 of the

Receivership Order, is hereby ordered to turn over all of the Records of the Debtor to the

Receiver within five days of being served with a copy of this Order.

GENERAL

7. Service of this Order shall be deemed good and sufficient by serving all interested parties

to the Application and by posting a copy of this Order on the Receiver's website

established in respect of these proceedings.

31422247.1

8. Service of this Order shall be deemed good and sufficient regardless of whether service

is effected by PDF copy attached to an email, facsimile, courier, personal deliver, or

ordinary mail.

Justice of the Court of Queen's Bench of Alberta

31422247.1

APPENDIX B

Kevin Meyler

From: Kevin Meyler Sent: Wednesday, May 22, 2019 2:49 PM To: Frank P. Layton, Q.C. Cc: Melissa Bos; ZAHARA, RYAN Subject: RE: Eagles Quay Properties Inc.

Frank,

We will review your correspondence in detail and respond shortly. In the meantime and in the interest of blocking time in folks calendars, I note that you have suggested a meeting at the site, or in the alternative, a meeting with the Receiver and its counsel on Friday (May 24th) afternoon. I have checked with our counsel, and we are both available for such a call at 2:00, would this work with your schedule? Please let me know and I'll circulate a dial-in.

With respect to the provision of the books and records as required by the Receivership Order and the subsequent Order, we reiterate that we do not need to meet at the properties in order to obtain the books and records. However, we note the tight timeline with respect to the provision of the books and records in their entirety (and not referring to simply the financial statements). We anticipate that these can be couriered by your office, or in the alternative, if you wish our office to arrange such a reverse courier, please let us know as soon as possible so it can be arranged Friday afternoon so that the records are received in our office no later than Monday morning.

Please let us know re. the courier and whether a call on Friday at 2:00 works with your schedule.

Thanks and best regards,

Hardie & Kelly Inc. In its capacity as Receiver of Eagles Quay Properties Inc. and not in its personal or corporate capacity.

Per:

Kevin Meyler, CA.CIRP Senior Vice President Direct: 403-536-8526 Main: 403-777-9999 Fax: 403-640-0591 Email: krneyierPinsolvency.net

lardicu&L immtuumain •

Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2

From: Frank P. Layton, Q.C. <[email protected]> Sent: Wednesday, May 22, 2019 1:23 PM To: Kevin Meyler <[email protected]> Cc: Melissa Bos <[email protected]> Subject: Eagles Quay Properties Inc.

Kevin, 1

Kindly see the attached letter. Regards,

LAYTON PC

FRANK P. LAYTON, Q.C. BARRISTER & SOLICITOR USA FOREIGN LAW CONSULTANT

LAYTON P C COUNSEL AT LAW • BOARDROOM COUNSEL • INTERNATIONAL COUNSEL • BUSINESS LAW

frdaymineitiavton•nc.com P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a.m. to 12:00 p.m. (except holidays). Messages not received during Office Hours will be reviewed in the normal course during Business Hours. Matters are dealt with based upon many factors and not in a chronological order of priority. Do


(which does not assure privacy or security) and hereby confirm each recipients approval and authority to do so, unless instructed (in writing) by recipient not to communicate via email. If received in error delete immediately.

2

APPENDIX C

Eagles Quay Properties Inc. ("Eagles Quay"), In Receivership Illustrative examples of books and records to be included

We would request all books and records of eagles Quay be provided to the Receiver in accordance with the Receivership Order, Without limiting the generality of the foregoing, we have included below an illustrative example of the types of books and records we would envision may be included.

General

1. Financial statements prepared by a third party accountant; 2. Internal financial statements; '3. Copies of most recent income tax returns; 4. Status of insurance arid copy of current insurance policy; 5. Copies of any existing contracts or other agreements; 6. Copy of electrontO records, including accounting and company records, inclusive of

applicable usernames and passwords; 7. Listing of social media amounts, inclusive of applicable usernames and passwords; and 8. Minute book of the Company

Employees

I, Confirmation that the company has 'lever had any employees.

Accounts Receivable

1, Details ninny amounts receivable or due to the Company (if any).

Property and equipment

I . Detailed property and equipment listing, for any assets other than the Lands; 2, Copies of any available appraisals; 3. Copics of any previous marketing materials; and 4, Copies of any previous listing agreements and offers to purchase,

Accounts payable

1 , Detailed listing of accounts payable, including, name, address- and amount outstanding to individual creditors (including both secured and unsecured creditors); and

2, Copies of invoices supporting costs incurred on the Lands,

Government and other regulatory authorities

. Copies of applicable GST filings, tupther with supporting documentation for such filings; and

2. Copies of GST statements and any other correspondence with CRA with respect lo the Company's GST account.

Mink stnlevnents

I. Copies of bank statements, including cancelled cheques and deposit books for all bank accounts in the name of the Company.

Development specific information

I. Sloths of property taxes, copy or current matelot:lit uncJ oo0e8. of .eOrre4poudence with applicable taxing j utisd iction;

2. Copies or details or any site plans, permits, enAanents, Cove:Innis, zoning ninondmenta, right of way plans and agreements, eilber graoled or applied fig;

3. Details of Any letter 0k:radii, or oilier deposits on hood with any. third parties; .11. Copies of tiny environmental, geophysical or similar report's; S. CoploS, of any construction Agrecmenis; and

Details dmtimentatiou With respect to 'Itte Properties of Gables-.Quay Co. Op Lid.,

Meyler, Kevin

From: Kevin Meyler Sent: June 13, 2019 5:03 PM To: Jim Jardine; Frank P. Layton, Q.C. Cc: Kentigern Rowan; Melissa Bos; ZAHARA, RYAN Subject: RE: Eagles Quay

Good afternoon Frank,

Further to the below email exchanges, can you please advise if you anticipate having time to meet with Jim at the properties in the next short while.

I will leave it with the two of you to coordinate a time that is mutually agreeable.

Thank you both in advance and best regards,

Hardie & Kelly Inc. In its capacity as Receiver of Eagles Quay Properties Inc. and not in its personal or corporate capacity.

Per:

Kevin Meyler, CA.CIRP Senior Vice President Direct: 403-536-8526 Main: 403-777-9999 Fax: 403-640-0591 Email: kmevier insolvencv.net

I birdie' Kelly Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2

From: Jim Jardine <[email protected]> Sent: Saturday, June 1, 2019 8:28 AM To: Frank P. Layton, Q.C. <[email protected]> Cc: Kevin Meyler <[email protected]>; Kentigern Rowan <[email protected]>; Melissa Bos <[email protected]> Subject: Re: Eagles Quay

Thanks Frank. I am tied up Tuesday morning but should be able to make any other day work. Regards, Jim

On Fri, May 31, 2019 at 10:04 PM Frank P. Layton, Q.C. <[email protected]> wrote:

Jim,

1

As you know, I have always had a very full schedule.

I thought my schedule would be free on Sunday in order to drive to Eagles Quay to meet you.

Due to the unexpected events regarding Eagles Quay and my other commitments, I unfortunately get free to meet you on Sunday.

I would like to get to Eagles Quay to meet with you this week and will contact you as soon as possible to set a time for us to meet.

I look forward to meeting with you.

Regards,

LAYTON PC

FRANK P. LAYTON, Q.C.

BARRISTER & SOLICITOR

USA FOREIGN LAW CONSULTANT

LAYTON PC_ COUNSEL AT LAW • BOARDROOM COUNSEL • INTERNATIONAL COUNSEL

foiayton@lavton•oc_com P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 lavton-bc.corn


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a.m. to 12:00 p.m. (except holidays). Messages not received during Office Hours will be reviewed in the normal course during Business Hours. Matters are dealt with based upon many factors and not in a chronological order of priority. Do not assume a message sent during or outside of Office Hours has been reviewed or dealt with unless you have received notice from our office. We will communicate with addressee by email (which does not assure privacy or security) and hereby confirm each recipients approval and authority to do so, unless instructed (in writing) by recipient not to communicate via email. If received in error delete immediately.

From: Jim Jardine <[email protected]>Sent: Thursday, May 30, 2019 7:22 AM To: Frank P. Layton, Q.C. <[email protected]>Cc: Kevin Meyler <[email protected]>; Kentigern Rowan <[email protected]>Subject: Re: Eagles Quay

Sunday at 2 works for me.

2

Regards,

Jim Jardine Trilliant Real Estate Group

Sent from my iPhone

On May 29, 2019, at 11:11 PM, Frank P. Layton, Q.C. <[email protected]> wrote:

Jim,

I can meet you at Eagles Quay on Sunday at 2:00 P. M.. Let me know if that works for you. Regards,

Frank P. Layton, Q.C. Counsel at Law LAYTON LAW fplavton(a4layton-qc.com P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 layton-qc.corn Layton Law Professional Corporation PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY. IF RECEIVED IN ERROR DELETE IMMEDIATELY. Sent from my Xperia by Sony smartphone

---- Original Message ----Subject: RE: Eagles Quay Sent: May 26, 2019 3:50 p.m. From: "Frank P. Layton, Q.C." <[email protected]>To: [email protected] Cc: 'Kevin Meyler' <[email protected]>,Melissa Bos <[email protected]>

Jim,

I have some matters that have to be completed with Kevin Meyler by tomorrow.

Therefore, we will have to reschedule meeting at EAGLES QUAY later this week.

I will follow up with you to arrange a day and time.

Regards,

3

LAYTON PC

<image003.jpg>

FRANK P. LAYTON, Q.C.

BARRISTER & SOLICITOR

USA FOREIGN LAW CONSULTANT

LAYTON PC COUNSEL AT LAW • BOARDROOM COUNSEL ■ INTERNATIONAL COUNSEL • BUSINESS LAW

[email protected] P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 layton-cic,coM


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a.m. to 12:00 p.m. (except holidays). Messages not received during Office Hours will be reviewed in the normal course during Business Hours. Matters are dealt with based upon many factors and not in a chronological order of priority. Do not assume a message sent during or outside of Office Hours has been reviewed or dealt with unless you have received notice from our office. We will communicate with addressee by email (which does not assure privacy or security) and hereby confirm each recipients approval and authority to do so, unless instructed (in writing) by recipient not to communicate via email. If received in error delete immediately.

From: Jim Jardine <[email protected]>Sent: Sunday, May 26, 2019 9:10 AM To: Frank P. Layton, Q.C. <[email protected]>Subject: Eagles Quay

Hi Frank,

What time would you like to meet tomorrow?

Regards,

Jim

4

10/21/2019 Trilliant Real Estate Group Ltd. Mail - Eagles Quay

Nor

TRILLIANT REAL ESTATE GROUP

Eagles Quay 1 message

Jim Jardine [email protected]>

Jim Jardine <[email protected]> Tue, Jul 30, 2019 at 2:59 PM

To: "Frank P. Layton, Q.C." <[email protected]>

Hi Frank, Please let me know the timeline and cost for architectural approval. Thanks, Jim

//mall.google.com/mail/u/O?lk=faabcc44bdewlew=pt&search=all&permthid=thread-a%3Ar-7561 274261 3137472768.simpl=rnsg-a%3Ar840045161.. 1/1

Meyler, Kevin

From: Kevin Meyler Sent: August 2, 2019 11:47 AM To: Melissa Bos Cc: Frank P. Layton, Q.C.; Jim Jardine Subject: RE: The Properties of Eagles Quay

Thank you.

We understand from discussions with Mr. Jim Jardine that Mr. Layton is away until August 19th.

As we have some enquiries that we'd like to speak with him as soon as possible on, if you're speaking with him and he would be available for a discussion prior to this date it would be greatly appreciated. Please let us know.

Thanks in advance and enjoy the long weekend, Kevin.

Kevin Meyler, CA.CIRP Senior Vice President Direct: 403-536-8526 Main: 403-777-9999 Fax: 403-640-0591 Email: kmevIerfainsolvencv.net

I lardie Kelly Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H OH2

From: Melissa Bos <[email protected]> Sent: Friday, August 2, 2019 11:41 AM To: Kevin Meyler <[email protected]> Cc: Frank P. Layton, Q.C. <[email protected]> Subject: The Properties of Eagles Quay

Kevin Kindly see the attached letter with enclosures. The originals will be sent in the mail. Regards,

MELISSA BOS (B A., WITH DISTINCTION)

Executive Assistant to Frank P. Layton, Q.C.

LAYTON pc COUNSEL AT LAW ■ BOARDROOM COUNSEL • INTERNATIONAL COUNSEL • BUSINESS LAW

mbospiavion-nc.com P 780.424.4272 F 780.424.4275 5003 Donsdale Drive, Edmonton, Alberta Canada T6M 2V2 layton-qc.com


PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: Office Hours: Monday to Thursday: 9 a.m. to 4 p.m. and Friday 9:00 a.m. to 12:00 p.m. (except holidays). Messages not received during Office Hours will be reviewed in the normal course during Business Hours. Matters are dealt with based upon many factors and not in a chronological order of priority. Do not assume a message sent during or outside of Office Hours has been reviewed or dealt with unless you have received notice

1

from our office. We will communicate with addressee by email (which does not assure privacy or security) and hereby confirm each recipients approval and authority to do so, unless instructed (in writing) by recipient not to communicate via email. If received in error delete immediately.

2

LICENSED INSOLVENCY TRUSTEE

VIA EMAIL

May 20, 2020

Frank P. Layton, Q.C. c/o Layton PC 5003 Donsdale Drive Edmonton, AB T6M 2V2

Re: Eagles Quay Properties Inc. ("EQPI"), In Receivership

Dear Mr. Layton,

Introduction

As you are aware. Hardie & Kelly Inc. was appointed as Receiver of EQPI pursuant to an Order

(the "Receivership Order") of the Court of Queen's Bench of Alberta (the "Court") on March 5, 2019. A copy of the Receivership Order has previously been provided.

On May 16, 2019 the Receiver sought and received an Order (the "Sales Process Order") of the Court for a sales and listing process for the real estate property of EQPI (the "Properties"). We can advise that the Receiver has extended this listing agreement to August 31, 2020.

We write further to our previous correspondence and discussions, including those involving the Receiver's counsel and Mr. Kent Rowan of Ogilvie who we understand was providing you with assistance in this matter.

Marketing of the Properties

As you are aware, paragraph 4(k) of the Receivership Order provides the Receiver with the authority to market ally or all of the Property, including advertising and soliciting offers in respect of the Property or any parts thereof and negotiating such terms and conditions of sale as the Receiver may deem appropriate.

The Receiver has received reports that you and/or a representative have contacted parties touring the Properties, introducing yourself as the developer and advising that they could deal with you directly in your capacity as the developer.

We would reiterate that pursuant to the Receivership Order and the Sales Process Order, the Receiver has the sole and exclusive authority to market and enter into any purchase and sale agreements for the Properties. EQPI no longer has any ability to deal with the Properties ill any capacity.

In the event you have any parties that are interested in purchasing the Properties, we hereby require that you put them in contact with our office through an introductory email.

Further to previous discussions with you and your legal counsel, please advise whether you have any further updates on putting forth an offer for an en bloc offer to purchase the Properties.

Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H 0H2 • Tel: 403.777.9999 Fax: 403.640.0591 www.insolvency.net

Architectural guidelines clarifications required

The Receiver would appreciate your assistance in understanding outstanding enquiries concerning the implementation of the Restrictive Covenant concerning the Architectural Guidelines, registered on title (the "Guidelines"), including but not limited to:

I. We understand that you are the arbiter of the architectural guidelines and would ask that you please confirm this is accurate.

2. Please provide the estimated timeline with which approvals under the Guidelines is mandated to be provided, or an estimate of the anticipated timeline if no formal requirements are mandated;

3. Given the specificity in the guidelines, in order to expedite the Receiver's response to parties expressing interest in the Properties, and to be able to provide certainty to the sales process, we request consideration that the Architectural Consultant be amended to a representative of the Receiver (such as Mr. Jardine) and would appreciate discussing with you the manner in which a change in architectural consultant may be considered.

4. The Receiver's position is that if certainty cannot be obtained in respect of items 1 and 2 (or resolved through the mechanism proposed in item 3) above this could potentially impair the value of any realization to be obtained from the Properties.

We look forward to hearing from you at your earliest opportunity and should you wish to discuss, please let us know and we will coordinate a call.

Yours truly,

Hardie & Kelly Inc., Solely in its capacity as Receiver of Eagles Quay Properties Inc. and not itl its personal or corporate capacity

Per:

Kevin : eyler President (403) 536-8526

c.c. Ryan Zahara, MLT Aikins LLP - Counsel to the Receiver Kent Rowan, Ogilvie

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Meyler, Kevin

From: Frank Layton <[email protected]> Sent: May 26, 2020 10:43 PM To: Meyler, Kevin Subject: [EXT] Re: Eagles Quay Properties, In Receivership

Without Prejudice

I refer to your letter of May 20, 2019, received on May 21, 2020. In the future please do not hesitate to call me to discuss any matter.

If I happen to be at our home at EAGLES QUAY, people that are enjoying a walk along the lakeshore trail that runs throughout EAGLES QUAY will approach me to discuss EAGLES QUAY. Although the sign at the entrance to EAGLES QUAY lists the features provided for owners at EAGLES QUAY, most often the individuals have not read or appreciated them. Brief and friendly discussions with passers by serve only to promote sales at EAGLES QUAY.

The realtors have placed their contact information on the EAGLES QUAY sales signs that I had installed and for which I personally paid the costs to make and have the signs installed. The signs are not owned by EAGLES QUAY PROPERTIES INC. and I was not contacted for clarification or permission for the realtors to utilize the signs.

As you will be aware, EAGLES QUAY has a grass boulevard throughout the development that requires lawn cutting and related maintenance in the Spring, Summer and the Fall. As no maintenance was being done, I again personally paid these costs last year and simply intended to provide the above information during discussions to resolve this matter.

I remain, as I always have, committed to a good faith co-operative approach.

I have been focused upon resolving this matter to retain EAGLES QUAY. Unfortunately, Covid-19 has impacted this matter, as it has also disrupted all of our normal activities.

As I have not been dealing with you, it is only proper for me rely upon legal counsel regarding reaching a resolution which is in the best interests of all.

My reply today is simply an informal courtesy to provide a timely response to you.

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Although I do not anticipate that others would be making a reference to the realtors, I will explain not to make any such reference.

Regards, Frank P. Layton, Q.C.

PRIVATE AND CONFIDENTIAL FOR INTENDED RECIPIENT ONLY: If received in error delete immediately.

From: Meyler, Kevin <[email protected]> Sent: Thursday, May 21, 2020 11:25 AM To: Frank P. Layton, Q.C. <[email protected]> Cc: [email protected]; Ryan Zahara <[email protected]> Subject: Eagles Quay Properties, In Receivership

Good morning Frank,

Please find enclosed correspondence with respect to the above noted matter, the contents of which we trust are self-explanatory.

Please do not hesitate to contact us should you wish to discuss.

Thanks and hope you are keeping as well as can be expected in the current circumstances, Kevin.

Kevin Meyler Senior Vice President (403) 536-8526

We've adapted to a new way of supporting you. The health and safety of our people, clients, and community is our top priority. In response to the COVID-19 pandemic, we have temporarily closed our offices. All BDO partners and employees are working from home. Our teams operate effectively when working remotely, and will continue to deliver the highest level of service to our clients. Visit our website for COVID-19 related resources and updates for businesses.

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