cler1cnr,s4amp form 27 sg 30 2019 · 2019. 10. 18. · of calgary court file number court judicial...
TRANSCRIPT
Cr.".:Y AND INSOLVENCYiNSOLVABILITE
FILEDry
Sg 30 2019
JUDICIAL CENTREOF CALGARY
COURT FILE NUMBER
COURT
JUDICIAL CENTRE
DOCUMENT
ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT
FORM 27[RULES 6.3 AND 10.52(1)]
R,U P TC Y AN. !•I r CT !f .:!CLER1CnR,S4AMP
SVP33 .4)
JigkcIAL-(P..E.NT.
25-094950
COURT OF QUEEN'S BENCH OF ALBERTA
CALGARY
IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC 1985, c B-3, AS AMENDED
AND IN THE MATTER OF THE BANKRUPTCY OFWHOZAGOOD INC.
APPLICATION BY HARDIE & KELLY INC., INITS CAPACITY AS TRUSTEE IN BANKRUPTCYOF WHOZAGOOD INC.
BENNETT JONES LLPBarristers and Solicitors4500 Bankers Hall East855 — 2nd Street SWCalgary, Alberta T2P 41(7
Attention:Telephone No.:Fax No.:Client File No.:
Alexis Teasdale/Gita Keshava403-298-3067403-265-721958368.10
NOTICE TO RESPONDENTS
This application is made against you. You are a respondent.
You have the right to state your side of this matter before the judge.
To do so, you must be in Court when the application is heard as shown below:
Date:Time:Where:Before Whom:
October 8, 201910:00 a.m.Calgary Courts Centre, 601 — 5th Street SW, Calgary, ABThe Honourable Justice C. Dario
Go to the end of this document to see what else you can do and when you must do it.
WSLEGAL\058368 \00010 \23023527v4
2
Remedy claimed or sought:
1. Hardie & Kelly Inc. ("H&K" or the "Trustee") in its capacity as court-appointed Trustee
in Bankruptcy of Whozagood Inc. ("WZG" or the "Debtor"), seeks an Order
substantially in the form attached hereto as Schedule "A":
(a) declaring that the within Application is properly returnable on Tuesday, October
8, 2019 and that service of this Notice of Application on the service list is
validated and deemed good and sufficient and that no persons other than those
actually served are entitled to service of this Notice of Application;
(b) approving and authorizing the sale of certain of WZG's assets to PDW Canadian
Acquisition, LLC ("PDW Canada") pursuant to the Agreement of Purchase and
Sale between the Trustee and PDW Canada dated September 19, 2019 (the
"APA"), a redacted copy of which is appended to the Second Report of the
Trustee dated September 25, 2019 (the "Second Report") as Appendix "I";
(c) vesting in the name of PDW Canada all of the Trustee's right, title and interest, if
any, in and to the Property, as that term is defined in the APA, free and clear of all
encumbrances, claims, charges and liens, subject to the right of the Former
Personnel (as defined in the APA) to request the return of, and be provided with,
any Books and Records transferred to PDW Canada that were not the property of
WZG as at the bankruptcy date, or which contain personal information of the
Former Personnel;
(d) extinguishing all right, title and interest of WZG, if any, in and to the Property;
and
(e) such further and other relief as set out in the form of Approval and Vesting Order
attached hereto as Schedule "A".
2. The Trustee further seeks an Order substantially in the form attached hereto as Schedule
"B", sealing the Confidential Supplement to the Second Report (the "Confidential
Supplement") on the Court file.
3. Such further and other relief as Counsel may advise and this Honourable Court permits.
WSLEGAL\058368\00010\23023527v4
3
Grounds for making this application:
Events Leading to WZG's Bankruptcy
4. WZG was a private Canadian Corporation, which the Trustee understands was in the
process of developing an internet-based platform to rate businesses based on perceived
integrity and franchise opportunities in relation to the same.
5. In May 2018, PDW Holdings, Inc. ("PDW Holdings"), an affiliate of PDW Canada and a
significant unsecured creditor of WZG, applied for an order adjudging WZG bankrupt. At
the hearing, WZG and PDW Holdings agreed to a Consent Order, which provided for,
inter alia, a financial review to be conducted by PDW Holdings. H&K acted as
consultant to PDW Holdings in the context of the financial review.
6. On November 22, 2018, PDW Holdings filed a further application to this Honourable
Court, returnable December 6, 2018, for an Order assigning WZG into bankruptcy, or
alternatively, appointing an interim receiver of all of the books, records, computers and
any other documentation of WZG related to its operation. PDW recommended H&K to
act, and H&K consented to act, as either trustee of WZG's estate, or as interim receiver.
7. On December 6, 2018, WZG filed a Notice of Intention to file a proposal. Later that day,
this Honourable Court granted an Interim Receivership Order, appointing H&K as
Interim Receiver, with the interim receivership running concurrently with WZG's
proposal proceedings. PDW Holdings provided to the Trustee a deposit and fee guarantee
regarding the Interim Receivership and the administration of WZG's bankruptcy.
8. On December 14, 2018, WZG filed a proposal to its creditors (the "Proposal"), and a
meeting to consider the Proposal was held on January 4, 2019 (the "Proposal Meeting").
At the Proposal Meeting, WZG successfully moved to adjourn the meeting to allow it to
appeal certain rulings of the chair, and the Proposal Meeting was adjourned indefinitely.
9. Following the Proposal Meeting, WZG took no steps to appeal the chair's rulings, or
provide information to substantiate certain claims advanced at the Proposal Meeting, and
on February 19, 2019, PDW Holdings filed an application returnable February 28, 2019,
for, inter alia, an Order adjudging WZG bankrupt.
WSLEGAL\058368\00010\23023527v4
-4-
10. On February 28, 2019, this Honourable Court granted an Order which, among other
things, adjudged WZG bankrupt, deemed the Proposal to be annulled, appointed Hardie
& Kelly Inc. as trustee of the bankrupt estate of WZG under the BIA, and authorized the
Trustee to take all necessary steps to take possession of the deeds, books, records, and
documents and all property of WZG, and to administer the bankrupt estate of WZG.
1 1 . At the First Meeting of Creditors of WZG held on March 21, 2019, Peter D. Weber,
Robert G. Graustein, and Suresh Chugh were appointed as estate inspectors. Mr. Weber
is the principal of PDW Holdings, Mr. Graustein is a former WZG consultant, and Mr.
Chugh is WZG's .former bookkeeper. Mr. Chugh resigned as an inspector later that day.
Sale of WZG's Assets
12. During the initial stages of the Trustee's appointment as trustee of WZG's estate, both
PDW Holdings and Zale Zeviar, WZG's former CEO, expressed to the Trustee an interest
in making an offer to purchase WZG's assets. Mr. Zeviar further advised the Trustee he
knew of other persons who might be interested in making an offer for WZG's assets.
1 3. Starting in May 2019, the Trustee began exploring alternatives for selling WZG's assets
with the estate inspectors. The key concern was balancing the cost of the process, in light
of the intangible and highly specialized nature of the assets and the corresponding
uncertainty about their value, with the need to conduct a fair and reasonable process that
was likely to obtain the highest possible value for the assets.
1 4. The Trustee initially considered implementing a court-approved sales solicitation process
to market WZG's assets. As there were insufficient funds in WZG's estate to fund such a
process, the Trustee approached PDW Holdings to ask if it would fund a formal sales
solicitation process under its fee guarantee. PDW Holdings declined to fund a formal
sales solicitation process.
15. On June 3, 2019, Mr. Weber resigned as an inspector of WZG's estate, leaving
Mr. Graustein as the remaining inspector. Also on June 3, 2019, the Trustee received an
unsolicited cash offer from PDW Holdings to purchase certain of WZG's assets.
1 6. Following receipt of PDW Holdings' offer, the Trustee contacted Mr. Zeviar and advised
that: (i) it would require significant funding to run a sale process; (ii) PDW had
WS LEGAL \ 058368 \ 00010 \ 23023527 v4
- 5 -
determined it was not willing to fund a sales process; and (iii) it had received an
unsolicited offer for WZG's assets (the details of which the Trustee did not provide to Mr.
Zeviar), which it was considering accepting without running a formal sales process, given
the costs of doing so.
17. The Trustee asked Mr. Zeviar whether he wished to provide the funding required to run a
•formal sales process, and whether he would be prepared to submit an offer for WZG's
assets. The Trustee also asked Mr. Zeviar to provide, as soon as possible, a list of any
other individuals whom he believed may have an interest in funding a formal sales
process, or submitting an offer for WZG's assets.
1 8. Mr. Zeviar advised the Trustee in early July that he was not willing to fund a sales
process and did not know anyone who would. Mr. Zeviar also advised at this time that he
wished to submit a bid for WZG's assets.
19. On July 4, 2019, the Trustee sent a process email to Mr. Zeviar, Don Hawley (a former
consultant to WZG) and PDW Holdings regarding the steps required to move forward
with a transaction to purchase all or part of WZG's assets, which required, inter alia,
interested parties to execute a non-disclosure agreement, provide due diligence requests
to the Trustee, and submit a binding bid no later than 4:00 p.m. MDT on August 7, 2019
(the "Bid Deadline").
20. The Trustee continued to exchange emails with Mr. Zeviar regarding his intention to
submit a bid for WZG's assets and the process to do so, including sending him a template
Asset Purchase Agreement and draft Approval and Vesting Order on July 30, 2019.
21. Ultimately, Mr. Zeviar did not execute a non-disclosure agreement, or provide any due
diligence requests to the Trustee, and advised on August 4, 2019 that he did not intend to
submit a binding bid by the Bid Deadline due to his concerns about the integrity of the
sales process.
22. On August 6, 2019, PDW Holdings requested an extension of time to submit its binding
bid to August 21, 2019, to allow it to complete its due diligence, review certain legal
issues related to the sale, and consider the results of an appeal of the Trustee's
WS LEGAL\ 058368',P0010 .2.3023527v4
- 6 -
disallowance of certain proofs of claim. The Trustee granted PDW Holdings an extension
to August 26, 2019 at 4:00 p.m.
23. On August 26, 2019, PDW Acquisition submitted an irrevocable offer for the Property,
together with its revised form of APA, and certain other information requested by the
Trustee in its process email dated July 4, 2019.
1ppj Duerr of Sale
24. Pursuant to section 30(1)(a) of the BIA, the Trustee is authorized, with the permission of
the estate inspectors, to sell or otherwise dispose of for such price or other consideration
as the inspectors may approve all or part of the property of the bankrupt, including the
goodwill of the business, if any, by private contract, with power to transfer the whole
thereof to any person or company.
25. The Trustee is not required to seek court approval of the sale of the bankrupt's property,
unless the sale is to a related party or an inspector. Although Mr. Weber resigned as an
inspector before PDW Holdings made its initial unsolicited offer for WZG's assets, the
Trustee is seeking this Honourable Court's approval of the sale to PDW Canada.
26. The sale of WZG's right, title and interest, if any, in and to the Property, should be
approved for the following reasons:
(a) the remaining estate inspector authorized and approved the process undertaken by
the Trustee in selling WZG's assets, and has authorized and approved the
proposed sale to PDW Canada;
(b) the process undertaken by the Trustee leading to the proposed sale was
appropriate, reasonable, and fair in the circumstances, and the Trustee has
considered the efficacy and integrity of the process used to solicit offers;
(c) the Trustee has acted in good faith and in the best interests of WZG's estate, has
adequately considered the effects of the proposed sale on WZG's creditors, and
has considered the need to consult with WZG's creditors;
(d) PDW Canada is at arm's length from WZG;
WSLIGAI A058368 \00010V23023527v4
(e)
(f)
(g)
Sealing Order
- 7 -
the Trustee believes the consideration to be received for the assets from PDW
Acquisition is reasonable and fair, given:
(f) the intangible nature of the Property and the related difficulty inherent indetermining its value; and
(ii) the cost of a sale process, the lack of resources in WZG's estate to fund asale process, and the unwillingness of third parties to fund a sale process;
the Outside Date for closing the proposed sale is October 25, 2019; and
the APA affords sufficient protection to the Former Personnel and to other
individuals in the event that records not foiiiiing part of the property or WZG, or
alternatively contianing their personal information may be included in the
Property to be sold to PDW Canada.
27. The Confidential Supplement contains confidential and commercially sensitive
information, namely the proposed purchase price for the Property, which could adversely
affect the Trustee's ability to market the assets if the proposed sale does not close.
28. A sealing order is necessary to prevent the Confidential Supplement from being disclosed
and jeopardizing a sale of the Property. The sealing order sought is the least restrictive
means possible to prevent disclosure of the confidential and commercially sensitive
information in the Confidential Supplement.
29. Such further and other grounds as counsel may advise and this Honourable Court permits.
Material or evidence to be relied on:
30. The Reports of the Trustee, including the Second Report dated September 25, 2019;
31. The Confidential Supplement to the Second Report dated September 25, 2019;
32. The Affidavit of Service of Allison Badger, to be filed; and
33. The pleadings previously filed in these proceedings.
WSLEGAL\058368\00010\23023527v4
8
Applicable rules:
34. The Alberta Rules of Court, AR 124/2010.
35. Bankruptcy and Insolvency General Rules, and in particular Rules 3, 6 and 11.
36. Such further and other rules as counsel may advise and this Honourable Court permits.
Applicable Acts and regulations:
37. Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and in particular Part I,
section 30, and Part V, section 120(1) thereof.
38. Such further and other acts and regulations as Counsel may advise and this Honourable
Court permit.
Any irregularity complained of or objection relied on:
39. None
How the application is proposed to be heard or considered:
40. In person before the Honourable Madam Justice C. Dario in Chambers on the
Commercial List.
WARNING
If you do not come to Court either in person or by your lawyer, the Court may give theapplicant(s) what they want in your absence. You will be bound by any order that theCourt makes. If you want to take part in this application, you or your lawyer must attendin Court on the date and at the time shown at the beginning of the form. If you intend togive evidence in response to the application, you must reply by filing an affidavit orother evidence with the Court and serving a copy of that affidavit or other evidence onthe applicant(s) a reasonable time before the application is to be heard or considered.
WSLEGAL\058368\00010\23023527v4
SCHEDULE A
CLERK'S STAMP
COURT FILE NUMBER
COURT
JUDICIAL CENTRE
DOCUMENT
ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT
DATE ON WHICH ORDER WASPRONOUNCED:
25-094950
COURT OF QUEEN'S BENCH OF ALBERTA
CALGARY
IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC, c B-3, AS AMENDED
AND IN THE MATTER OF THE BANKRUPTCY
OF WHOZAGOOD INC.
APPROVAL & VESTING ORDER: SALE TOPDW CANADIAN ACQUISITION LLC
BENNETT JONES LLPBarristers and Solicitors4500, 855 — 2nd Street S.W.Calgary, Alberta T2P 41(7
Attention: Alexis Teasdale/Gita KeshavaTel No.: 403-298-3067Fax No.: 403-265-7219Our File No.: 58368.10
October 8, 2019
LOCATION OF HEARING ORTRIAL: Calgary Courts Centre
NAME OF MASTER/JUDGE WHOMADE THIS ORDER: Madam Justice C. Dario
UPON the application of Hardie & Kelly Inc., in its capacity as the court-appointed trustee in
bankruptcy (the "Trustee") of WhoZaGood Inc. (the "Debtor") for an Order approving the sale
transaction (the "Transaction") contemplated by the Asset Purchase and Sale Agreement (the
"APA") between the Trustee as vendor (the "Vendor") on behalf of the Debtor, and PDW
Canadian Acquisition LLC (the "Purchaser"), made as of September 19, 2019, a copy of which
WSLEGAL\058368\00010\22821890v7
2
is appended to the Confidential Supplement to the Second Report of the Trustee dated September
25, 2019 (the "Confidential Supplement") as Appendix "C"; AND UPON having read the
Application, the Second Report of the Trustee dated September 25, 2019 (the "Second Report"),
the Confidential Supplement, the Affidavit of Service of Allison Badger dated September [.],
2019 (the "Service Affidavit"), and the pleadings and proceedings filed herein, including the
Bankruptcy Order granted on February 28, 2019 (the "BIA Order"); AND UPON hearing
counsel for the Trustee, the Purchaser, and any other interested party appearing at the
Application;
IT IS HEREBY ORDERED AND DECLARED THAT:
Service
1. The time for service of notice of this application is abridged to the time actually given
and service of the Application and supporting material as described in the Service
Affidavit is hereby declared to be good and sufficient, and this hearing is properly
returnable before this Honourable Court today and further service thereof is hereby
dispensed with.
Capitalized Terms
2. Capitalized terms not otherwise defined herein shall have the respective meanings
ascribed to them in the APA.
Actions of the Trustee
3. The actions taken by the Trustee to date as described in the Second Report and the
Confidential Supplement, and in particular the actions of the Trustee regarding the sale of
the Property, as reported in the Second Report and the Confidential Supplement are
hereby approved and ratified.
Approval of the Transaction
4. The Transaction is commercially reasonable and in the best interests of the Debtor and
their stakeholders. The Transaction is hereby approved and ratified, and the Trustee is
WSLEGAL\058368\00010\22821890v7
_3
authorized and directed to take such additional steps and execute such additional
documents and make such minor amendments to the APA as may be necessary or
desirable for the completion of the Transaction and for the conveyance of the Property to
the Purchaser.
5. For greater certainty, the Trustee is hereby authorized and directed to transfer the
Property to the Purchaser in accordance with the terms of the APA.
Vesting of Property
6. Upon Closing, all of the Debtor' right, title and interest in and to the Property described in
the APA shall vest absolutely in the Purchaser, free and clear of and from any and all
security interests (whether contractual, statutory, registered or otherwise), hypothecs,
caveats, interests, mortgages, trusts or deemed trusts (whether contractual, statutory,
registered or otherwise), liens, encumbrances, executions, levies, charges, or other
financial or monetary claims, assignments, actions, taxes, judgments, writs of execution,
options, agreements, disputes, debts, debentures, easements, covenants, encumbrances or
other rights, limitations or restrictions of any nature whatsoever including, without
limitation, any rights or interests of any creditors of the Debtor, whether or not they have
attached or been perfected, registered or filed and whether secured, unsecured, registered
or otherwise and whether by payment, set off or otherwise, whether liquidated,
unliquidated or contingent (collectively, the "Claims") including, without limiting the
generality of the foregoing:
(a) any encumbrances or charges created by the BIA Order and the Interim
Receivership Order granted in the within proceedings on December 6, 2018;
(b) all charges, security interests or claims evidenced by registrations pursuant to the
Personal Property Security Act (Alberta), (the "PPSA") or any other personal
property registry system; and
(c) all other Claims;
and, for greater certainty, this Court orders that all of the Claims affecting or relating to
the Property and all charges, security interests or Claims evidenced by registrations
WSLEGAL\058368\00010\22821890v7
4
pursuant to the PPSA, are hereby expunged, ordered removed and otherwise
unconditionally discharged and terminated as against the Property.
7. Notwithstanding paragraph 6 of this Order, the Property shall remain subject to the right
of the Former Personnel to request the return of, and the obligation of the Purchaser to
convey, the Excluded Records pursuant to the APA and paragraphs 8 and 9 of this Order.
8. The Purchaser shall, within ten (10) days of the date of Closing send a notice to the
Former Personnel in accordance with Section 2.6(a) of the APA advising that the
Purchaser has purchased the Books and Records and requesting that, within twenty (20)
days of receiving such notice, the Former Personnel identify and describe in reasonably
specific detail
(a) any of the Books and Records that they believe were not the property of the
Debtor immediately prior to the granting of the BIA Order (the "Excluded
Records"), and
(b) the location of the Excluded Records within the Books and Records at such time
as the Books and Records were last in the Debtor's possession.
9. Upon receiving the notice described in Section 2.6(a) of this Agreement, the Purchaser
shall make reasonable efforts to locate the Excluded Records and shall return the
Excluded Records to the Former Personnel within a reasonable time of Purchaser locating
the Excluded Records, at no cost to the Vendor.
10. Any request made by the Former Personnel to the Purchaser for the return of the
Excluded Records shall not be deemed to be, and is not, a reclamation of property claim
for the purposes of section 81 of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as
amended (the "BIA").
11. The Trustee is hereby authorized and directed to take all necessary steps and execute any
and all documents to effect any and all discharges and the registrars and all other persons
in control of or otherwise supervising such offices of registration or recording shall
forthwith remove and discharge all such registrations.
WSLEGAL\058368\00010\22821890v7
5
12. No further authorization or approval or any other action by any authority or regulatory
body exercising jurisdiction over the Property shall be required for the closing and post-
closing implementation of the Transaction contemplated in the APA.
13. For further certainty, upon Closing, and upon the filing of a certified copy of this Order,
together with any applicable registration fees, the appropriate government authorities are
hereby directed to register such transfers, interest authorizations, discharges, discharge
statements of conveyances, as may be required to convey clear title to the Property to the
Purchaser.
14. For the purposes of determining the nature and priority of Claims, the net cash proceeds
from the sale of the Property (to be held in an interest bearing trust account by the
Trustee), if any, shall stand in the place and stead of the Property and from and after
Closing all Claims shall attach to the net cash proceeds from the sale of the Property with
the same priority as they had with respect to the Property immediately prior to the sale, as
if the Property had not been sold and remained in the possession or control of the person
having that possession or control immediately prior to the sale.
15. Except as expressly provided for in the APA or by section 5 of the Alberta Employment
Standards Code, the Purchaser shall not, by virtue of the completion of the Transaction,
have liability of any kind whatsoever in respect of any Claims against the Vendor, Debtor
or any Affiliate of the Vendor or the Debtor, and the Purchaser shall not be deemed a
successor of or to the Debtor or any of its Affiliates for any Claims of any kind or nature
whatsoever against the Debtor or any of its Affiliates or against the Property, except for
requests for the return of information or property by the Former CEO as provided for in
the APA and paragraphs 7 to 9 of this Order.
16. Upon completion of the Transaction the Debtor and all persons who claim by, through or
under the Debtor in respect of the Property, and all persons or entities having any Claims
of any kind whatsoever in respect of the Property, shall stand absolutely and forever
barred, estopped and foreclosed from and permanently enjoined from pursuing, asserting
or claiming any and all right, title, estate, interest, royalty, rental, equity of redemption or
Claim in respect of or to the Property, and to the extent that any such persons or entities
WSLEGAL\058368\00010\22821890v7
6
remain in the possession or control of any of the Property, or any artifacts, certificates,
instruments or other indicia of title representing or evidencing any right, title, estate or
interest in and to the Property, they shall forthwith deliver possession thereof to the
Purchaser.
17. The Purchaser shall be entitled to enter into and upon, hold and enjoy the Property for its
own use and benefit, without any interference of or by the Debtor or any person claiming
by, through or against the Debtor.
18. Pursuant to clause 7(3)(c) of the Personal Information Protection and Electronic
Documents Act (Canada) and section 20(e) of the Alberta Personal Information
Protection Act, the Trustee is permitted to disclose and transfer to the Purchaser all
human resources and payroll information in the Debtor's records pertaining to the
Debtor's past and current employees or contractors. The Purchaser shall maintain and
protect the privacy of such information and shall be entitled to use the personal
information provided to it in a manner which is in all material respects identical to the
prior use (of such information) to which the Debtor was entitled.
Miscellaneous Matters
19. Notwithstanding:
(a) the pendency of these proceedings and the declaration of insolvency made herein;
(b) the pendency of the BIA Order now issued pursuant to the BIA in respect of the
Debtor; and
(c) the provisions of any federal or provincial statute:
the vesting of the Property in the Purchaser pursuant to this Order shall not be void or
voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a transfer
at undervalue, fraudulent preference, assignment, fraudulent conveyance or other
reviewable transaction under the BIA or any other applicable federal or provincial
legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to
any applicable federal or provincial legislation.
WSLEGAL\058368\00010\22821890v7
7
20. The Trustee, the Purchaser and any other interested party shall be at liberty to apply for
further advice, assistance and direction as may be necessary in order to give full force and
effect to the terms of this Order and to assist and aid the parties in closing the
Transaction.
21. This Honourable Court hereby requests the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in any of its provinces
or territories to act in aid of and to be complimentary to this Court in carrying out the
terms of this Order, to give effect to this Order and to assist the Trustee and its agents in
carrying out the terms of this Order. All courts, tribunals and regulatory and
administrative bodies are hereby respectfully requested to make such order and to provide
such assistance to the Trustee, as an officer of the Court, as may be necessary or desirable
to give effect to this Order or to assist the Trustee and its agents in carrying out the terms
of this Order.
22. Service of this Order shall be deemed good and sufficient by serving the same on:
(a) the persons listed on the service list created in these proceedings;
(b) the Purchaser or on the Purchaser's solicitors; and
(c) by posting a copy of this Order on the Trustee's website at:
https://relieffromdebt.ca/whozagood/;
and service on any other Person is hereby dispensed with.
Justice of the Court of Queen's Bench of Alberta
WSLEGAL\058368\00010\22821890v7
SCHEDULE B
COURT FILE NUMBER
COURT
JUDICIAL CENTRE
DOCUMENT
ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT
DATE ON WHICH ORDER WASPRONOUNCED:
LOCATION OF HEARING ORTRIAL:
NAME OF JUSTICEWHO MADE THIS ORDER:
25-094950
COURT OF QUEEN'S BENCH OF ALBERTA
CALGARY
IN THE MATTER OF THE BANKRUPTCY ANDINSOLVENCY ACT, RSC 1985, c B-3, AS AMENDED
CLERK'S STAMP
AND IN THE MATTER OF WHOZAGOOD INC.
SEALING ORDER
BENNETT JONES LLPBarristers and Solicitors4500 Bankers Hall East855 — 211d Street SWCalgary, Alberta T2P 4K7
Attention:Telephone No.:Fax No.:Client File No.:
Alexis Teasdale/Gita Keshava403-298-3067403-265-721958368.10
September 12, 2019
Calgary Courts Centre
The Honourable Madam Justice C. Dario
UPON the application of Hardie & Kelly Inc., in its capacity as the court-appointed trustee in
bankruptcy (the "Trustee") of WhoZaGood Inc. ("WZG" or the "Debtor"); AND UPON having
read the Application and the Second Report of the Trustee dated September 25, 2019 (the "Second
Report"); AND UPON having read the Confidential Supplement to the Second Report dated
WSLEGAL\058368\00010\23058554v2
2
September 25, 2019 (the "Confidential Supplement"), tint:fled; AND UPON hearing counsel for
the Trustee, the Purchaser, and any other interested party appearing at the Application;
IT IS HEREBY ORDERED AND DECLARED THAT:
SERVICE AND DEFINITIONS
1 . Service of notice of this application and supporting materials is hereby declared to be good
and sufficient, and no other person is required to have been served with notice of this
application, and time for service of this application is abridged to that actually given.
2. All capitalized terms not otherwise defined herein have the meaning given to them in the
Second Report.
SEALING OF CONFIDENTIAL SUPPLEMENT
3. Division 4 of Part 6 of the Alberta Rules of Court, AR 124/2010, does not apply to the
application, and the Confidential Supplement shall be sealed on the Court file and not form
part of the public record. The Clerk of this Honourable Court shall file the Confidential
Supplement in a sealed envelope attached to a notice that sets out the style of cause of these
proceedings and slates that:
THIS ENVELOPE CONTAINS CONFIDENTIAL MATERIALS FILEDBY I [ARDIE & KELLY INC., IN ITS CAPACITY AS "1111, TRUSTEE INBANKRUPTCY OF WHOZAGOOD INC. THE CONFIDENTIALMATERIALS ARE SEALED PURSUANT' E0 THE SEALING ORDERISSUED BY THE HONOURABLE MADAM JUSTICE K.M. HORNERON SEPTEMBER 12, 2019.
4. The Trustee is empowered and authorized, but not directed, to provide the Confidential
Supplement (or any portion thereof, or information contained therein) to any interested
party, entity or person that the Trustee considers reasonable in the circumstances subject
to confidentiality arrangements satisfactory to the Trustee.
5 The Confidential Supplement shall remain sealed on the Court file in accordance with this
Order for three (3) months following the closing of the transaction under the APA.
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SERVICE AND NOTICE
6, This Order must be served only upon those interested parties attending or represented at
the within application and service may be effected by facsimile, electronic mail, personal
delivery or courier. Service is deemed to be effected the next business day following the
transmission or delivery of such documents,
7. Service of this Order on any party not attending this application is hereby dispensed with.
GENERAL
8, This Court hereby requests the aid and recognition of any court, tribunal, regulatory or
administrative body having jurisdiction in Canada to give effect to this Order and to assist
the Trustee and its respective agents in carrying out the terms of this Order. All courts,
tribunals, regulatory and administrative bodies are hereby respectfully requested to make
such orders and to provide such assistance to the Trustee, as an officer of this Court, as
may be necessary or desirable to give effect to this Order, to assist the Trustee and their
respective agents in carrying out the terms of this Order.
Any interested party (including the Trustee) may apply to this Court to vary or amend this
Order on not less than seven (7) days' notice to any other party or parties likely to be
affected by the order sought or upon such other notice, if any, as this Court may order.
Justice of the Court of Queen's Bench of Alberta
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