CLERK OF THE COURTF LED

COURT FILE NUMBER 1601-06759SEP 3 2I9

JUDICIAL CENTRECOURT OF QUEENS BENCH OF ALBERTA OF CALGARY

JUDICIAL CENTRE CALGARY

PLAINTIFF ALBERTA TREASURY BRANCHES

DEFENDANT CHINOOK PIPELINE INC., CHINOOK PIPELINELIMITED PARTNERSHIP, CHINOOK PIPELINE LTD.,AND 1466264 ALBERTA LTD.

APPLICANT KPMG INC., IN ITS CAPACITY AS COURT-APPOINTEDRECEIVER AND MANAGER OF CHINOOK PIPELINEINC., CHINOOK PIPELINE LIMITED PARTNERSHIP,CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD.

DOCUMENT FOURTH REPORT TO THE COURT SUBMITTED BYKPMG INC., IN ITS CAPACITY AS COURT-APPOINTEDRECEIVER AND MANAGER OF CHINOOK PIPELINEINC., CHINOOK PIPELINE LIMITED PARTNERSHIP,CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD.DATED SEPTEMBER 3, 2019

ADDRESS FOR SERVICE AND KPMG INC.CONTACT INFORMATION OF 3100,205—5 Ave. S.W.PARTY FILING THIS DOCUMENT Calgary, AB T2P 4B9

Attn: Neil Honess/Lexi NgTelephone: 403-691-8014/403-691-8475Facsimile: 403-691-8008Email: neilhoness(kpm.ca

1exing(kpmg.ca

MCCARTHY TETRAULT LLPSuite 4000, 421 7th Avenue SWAtm: Sean Collins/Walker MacLeodTelephone: 403-260-3531/403-260-3710FacsimiLe: 403-260-3501Email: scoL1ins(mccarthy.ca

wmacleod(mccarthy.ca

Table of Contents Page

1.  INTRODUCTION AND PURPOSE OF REPORT ......................................................................... 2 

2.  RECEIVER’S ACTIVITIES SINCE THE THIRD REPORT ......................................................... 5 

3.  REAL ESTATE REALIZATION .................................................................................................. 10 

4.  FINAL RECEIPTS AND DISBURSEMENTS ............................................................................. 12 

5.  FINAL DISTRIBUTION AND DISCHARGE .............................................................................. 14 

6.  RECOMMENDATIONS ............................................................................................................... 15 

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Listing of Appendices

Appendix “A” - Freezing Order dated September 13, 2016

Appendix “B” - Preference Orders dated January 6, 2017

Appendix “C” - Consent Order dated November 17, 2016

Appendix “D” - Final Statement of Receipts and Disbursements from May 27, 2016 to discharge

Appendix “E” - L&K Sale Approval Order dated November 6, 2016

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1. INTRODUCTION AND PURPOSE OF REPORT

Introduction

1. Chinook Pipeline Inc., Chinook Pipeline Limited Partnership, Chinook Pipeline Ltd. and 1466264 Alberta

Ltd. (“Chinook Pipeline” or the “Group”) carried on the business of civil and municipal pipeline

installation and construction throughout Alberta and Saskatchewan. The Group’s principal assets include

heavy duty machinery, pipeline laying equipment, light duty pickup trucks and real estate. All assets were

located in Alberta.

2. The main operating entity of Chinook Pipeline was Chinook Pipeline Limited Partnership (“CPLP”),

which carried out day to day business operations of the Group including entering into construction

contracts and carrying out construction projects.

3. Chinook Pipeline Inc. (“CPI”) owned construction equipment, which was made available to CPLP to

carry out construction projects. In addition to construction equipment CPI was the registered owner of

seven parcels of real estate. Chinook Pipeline Ltd. (“CPL”) was the registered owner of one parcel of

real estate.

4. CPL was the general partner of CPLP.

5. 1466264 Alberta Ltd. was the limited partner of CPLP.

6. The Group’s primary secured lender is ATB Financial (“ATB”), formally known as Alberta Treasury

Branches, who has advanced funds of approximately $12.6 million (plus interest and fees). These amounts

were borrowed by Chinook Pipeline pursuant to the amended credit facility agreements between ATB

and Chinook Pipeline dated September 1, 2015 and January 8, 2016 (the “Facility Agreements”).

7. As a result of the sharp decline in the Alberta economy and challenges with various construction projects,

the Group experienced significant cash flow difficulties and was unable to maintain its commitments to

ATB.

8. On April 27, 2016, ATB issued a demand for payment and a notice of intention to enforce security (the

“ATB Notice”) pursuant to Section 244 of the Bankruptcy and Insolvency Act (“BIA”).

9. On May 27, 2016 (the “Receivership Date”), an application was made and an Order (the “Receivership

Order”) was granted appointing KPMG Inc. (“KPMG”) as receiver and manager of Chinook Pipeline

(the “Receiver”) pursuant to section 243 of the BIA and section 13(2) of the Judicature Act, RSA 2000,

c J-2 to, inter alia, take possession of and exercise control over the assets of the Group (including the

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shares and partnership units of the Group) and any and all proceeds, receipts and disbursements arising

out of or from the assets (collectively, the “Property”).

10. On September 26, 2016, the Receiver assigned both CPI and CPL into bankruptcy to preserve the

Trustee’s rights to pursue remedies under sections 95 and 96 of the BIA.

11. Further background to the receivership was previously provided in the Receiver’s first report to the Court

dated September 9, 2016 (the “First Report”), the Receiver’s second report to the Court dated October

7, 2016 (the “Second Report”), and the Receiver’s third report to the Court dated October 28, 2016 (the

“Third Report”).

12. The Receiver prepared a second supplemental report (the “Second Supplemental Report”) to the Court

dated December 7, 2016 to provide an update on the transfer of real estate by CPL after the Receivership

Date.

13. For additional information on Chinook Pipeline and these receivership proceedings please refer to the

Receiver’s website www.kpmg.ca/chinookpipeline.

14. In preparing this report, the Receiver has been provided with, and has relied upon, unaudited and other

financial information, books and records (collectively, the “Information”) prepared by the Group and/or

their representatives, and discussions with the Group’s management and/or representatives. The Receiver

has reviewed the Information for reasonableness, internal consistency and use in the context in which it

was provided and in consideration of the nature of evidence provided to this Honourable Court. However,

the Receiver has not audited or otherwise attempted to verify the accuracy or completeness of the

Information in a manner that would wholly or partially comply with Canadian Auditing Standards

(“CAS”) pursuant to the Chartered Professional Accountants Canada Handbook and, accordingly, the

Receiver expresses no opinion or other form of assurance contemplated under the CAS in respect of the

Information.

15. The information contained in this report is not intended to be relied upon by any prospective purchaser or

investor in any transaction with the Receiver.

16. All references to monetary amounts in this report are in Canadian dollars unless otherwise specified.

Purpose of the Receiver’s Fourth Report

17. This is the Receiver’s fourth report (the “Fourth Report”) and is filed to provide this Honourable Court

with the following:

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a) Information on the actions of the Receiver since the Third Report;

b) The Receiver’s final statement of receipts and disbursements;

c) The Receiver’s fees and disbursements from October 1, 2016, including estimates to the

anticipated date of discharge;

d) The Receiver’s legal counsel’s fees and disbursements from October 1, 2016, including estimates

to the anticipated date of discharge; and

e) The Receiver’s recommendations.

18. Defined terms not defined herein have the same meaning as defined in the First Report, Second Report,

Second Supplemental Report and the Third Report.

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2. RECEIVER’S ACTIVITIES SINCE THE THIRD REPORT

19. The Group’s primary assets included pipeline laying equipment, heavy duty machinery and pick-up trucks

(together, the “Pipeline Equipment”), a main storage yard facility, a head office, various vacant land

parcels, and an accounts receivable balance. CPI is the corporate entity that owns the Pipeline Equipment

and the Real Estate (as defined below). CPLP owns the accounts receivable.

Real Estate

20. On the Receivership Date, CPI was the registered owner in fee simple of seven parcels of real estate as

summarized below (together, the “Real Estate”):

Parcel Reference

Description

1 Vacant Residential Lot – Pincher Creek, Alberta (“751 Lot”)

2 Equipment Yard – Pincher Creek, Alberta (“Equipment Yard”)

3 Commercial Building and Land (Chinook offices) – Pincher Creek, Alberta (“Head Office”)

4 Vacant Residential Lot – Pincher Creek, Alberta (“Livingston 1031”)

5 Vacant Residential Lot – Pincher Creek, Alberta (“Livingston 1029”)

6 Vacant Land – Crowsnest Pass, Alberta (“Crowsnest Lot”)

7 Land and Vacant Residential Building – Lamont County, Alberta (“Lamont Lot”)

21. As described in the Third Report, the Receiver listed Parcels 1 to 3 with Sutton Group (“Sutton”).

Property Transfers

22. As described in detail in the First Report, Second Report, Second Supplemental Report and Third Report,

there were certain transfers of Parcels 4 to 7 inclusive (the “Transferred Property”) that were completed

in or around August 25, 2016 after the Receivership Date without the consent or knowledge of the

Receiver or the approval of this Honourable Court (the “Post-Appointment Transfers”).

23. Upon identifying the Post-Appointment Transfers, the Receiver made an application to this Honourable

Court to obtain an order to preserve and protect the Transferred Property. A freezing order was granted

on September 13, 2016 (the “Freezing Order”). The Freezing Order is attached as Appendix “A”.

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24. The Receiver investigated the Post-Appointment Transfers specifically to understand any potential

recoveries for the receivership estate and to facilitate a return of the Transferred Property if possible.

During these investigations the Receiver undertook the following:

a) Cross-examinations with the transferees;

b) Discussions with legal counsel to determine litigation options and strategies based on the results

of the cross examinations; and

c) Instigated and undertook settlement discussions and related negotiations.

25. Further to a subsequent application to this Honourable Court, on January 6, 2017, two orders were issued

against the transferees to void certain Post-Appointment Transfers and award costs against such

transferees of $20,000 (the “Preference Orders”) which costs were subsequently collected by the

Receiver. The Preference Orders are attached as Appendix “B”.

26. On November 17, 2016 the Court issued a consent order (the “Consent Order”) to cancel the existing

certificate of title for the lands identified in the Consent Order and to issue a new certificate of title for

the lands in the name of CPI. The Consent Order is attached as Appendix “C”.

27. Upon the issuance of the Preference Orders and the Consent Order, the Receiver engaged with Sutton to

list the Transferred Property.

Real Estate

28. The Receiver engaged a contractor to conduct site visits to the Head Office every 48 hours and to perform

routine maintenance when required at Livingston 1031 and Livingston 1029 (together, the “Livingston

Lots”) and the Head Office. Routine maintenance included security checks, snow removal, and lawn

maintenance.

Insurance

29. The Receiver retained certain insurance coverage during the marketing of the Real Estate. The Receiver

liaised with the insurer to adjust coverage upon the sale of any property.

Contested Accounts Receivable

30. As described in detail in the Third Report, the Group’s accounts receivable (“AR”) balance at appointment

was approximately $15.9 million. Only approximately $37,000 was uncontested and this amount was

collected by the Receiver.

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31. Upon further review, some $11.9 million of the total AR were subject to litigation and the remaining $3.9

million of the total AR was determined to be entirely uncollectable.

32. In consultation with ATB, the Receiver determined to pursue AR claims only against Twin Valley

Regional Water Services Commission (“Twin Valley”) and South Red Deer Wastewater Commission

(“SRDWC”) accounts as detailed below.

Twin Valley

33. The Group entered into a contract with Twin Valley in 2011 to supply and install a water transmission

pipeline.

34. Prior to the receivership, Twin Valley had withheld $50,000 (the “Holdback”) for certain deficiencies.

35. The Receiver with the assistance of former management of the Company initially determined that the cost

to remedy the deficiency would exceed the Holdback and would thus result in no recovery for the estate.

36. The Receiver contacted Twin Valley and the Provincial authority (Alberta Environment and Parks) to

further discuss details of the deficiency work. However, as a result of the meetings it was determined that

the cost of performing certain remedial work would result in payment of a portion of the Holdback. As

such, the Receiver instructed the Group to perform the deficiency work and this resulted in a payment of

$10,000 to the estate.

SRDWC

37. The Group commenced actions against SRDWC in or around June 2015 on two contracts for certain work

and materials delivered and for alleged wrongful termination of the contracts. The Group registered

certain builder’s liens against both SRDWC projects.

38. In protracted discussions with SRDWC, the Receiver negotiated a settlement that resulted in $244,000

being paid into the estate.

Lien Issues

39. At the date of appointment, Big Bore Directional Drilling Ltd. (“Big Bore”) and West Central Heavy

Duty Repairs Ltd. (“West Central”) each held one piece of Pipeline Equipment on their respective

premises. Both Big Bore and West Central asserted lien claims over these pieces of Pipeline Equipment

(collectively, the “Liens”).

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Big Bore

40. Big Bore registered a Garage Keeper’s Lien for services performed prior to receivership for $170,000.

The forced liquidation value of the equipment was $225,000.

41. The equipment was included in the sale of all Pipeline Equipment. The details of the sales process were

described in the Third Report.

42. Upon review, the Receiver had concerns as to the validity of Big Bore’s lien and the amount claimed.

However, given the potentially considerable work required to litigate the claim, the Receiver sought a

settlement with Big Bore.

43. Accordingly, pursuant to negotiations with Big Bore a settlement was agreed whereby the Receiver paid

Big Bore $25,000 in full and final settlement.

West Central

44. West Central performed services on certain Pipeline Equipment that purportedly gave rise to a possessory

lien of approximately $70,000. The Receiver’s estimate of value for this piece of Pipeline Equipment was

approximately $50,000 based on discussions with Chinook’s former management.

45. The equipment was included in the Pipeline Equipment sale previously sold.

46. To avoid costly litigation, the Receiver negotiated a settlement with West Central whereby the Receiver

paid $25,000 to West Central in full and final settlement.

Receivership Administration Matters

47. During the course of the administration of this receivership, the Receiver carried out the following routine

administrative tasks:

a) Preparing and filing various statutory returns which included GST and corporate tax returns;

b) Attending to arrangements for the on-going security and maintenance of the Real Estate until its

sale;

c) Issuing and filing the semi-annual status reports required by the BIA;

d) Reporting and liaising with ATB and other creditors and stakeholders on various matters;

e) Attending to the processing of monthly disbursements;

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f) Closing of trade accounts and payment of final invoices; and

g) Preparing the required information in support of the Receiver’s application for its discharge.

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3. REAL ESTATE REALIZATION

48. As detailed in the Third Report, the Receiver engaged Sutton to list all of the Real Estate including the

Transferred Property. All Real Estate has now been sold as detailed below:

a) 751 Lot – The 751 Lot was listed on October 11, 2016 at an asking price of $12,000. An offer

was submitted on October 26, 2016 and a sale agreed at $9,000. This sale closed on November

24, 2016;

b) Lamont Lot – Listed at $60,000 on February 15, 2017. An offer was submitted on March 10, 2017

and a sale agreed at $56,500. This sale closed on April 10, 2017;

c) Crowsnest Lot – Listed at $279,000 on February 3, 2017. Although an offer was received in

March 2017, this was significantly below the listing price. In discussions with Sutton, the listing

price was reduced to $250,000 in June 2017. An offer was received in September 2017 and

subsequently negotiated higher and a sale agreed at $220,000. This sale closed in October 2017;

d) Head Office – Head Office was listed on October 11, 2016, for $350,000. The listing price was

reduced to $315,000 in February 2017 as no offers had been received. An offer at $160,000 was

received shortly thereafter but negotiations to increase this offer were unsuccessful. In June 2017,

with no further offers, the listing price was further reduced to $285,000. A further offer of

$180,000 was received but again negotiations to increase this offer were unsuccessful. A final

reduction to a listing price of $225,000 was made in March 2018 and an offer of $190,000 was

received. Further negotiations led to a sale agreed at $200,000. This sale closed on October 1,

2018; and

e) Livingston Lots – Livingston 1031 and Livingston 1029 were listed on October 11, 2016 at

$64,000 and $60,000, respectively. In May 2017, with no offers received, the listing prices were

reduced to $59,000 for Livingston 1031 and $55,000 for Livingston 1029; a further reduction to

$35,000 each was made in September 2018. On June 11, 2019, an offer of $40,000 for both

Livingston Lots was submitted to the Receiver. Subsequent negotiations resulted in an agreed

price of $45,000. This sale closed on July 5, 2019.

49. Pursuant to paragraph 3(l)(i) of the Receivership Order, none of the individual sales listed above exceeds

$500,000 nor does the aggregate consideration exceed $1,500,000. Accordingly, the approval of this

Honourable Court was not required in these transactions.

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Equipment Yard

50. As detailed in the Receiver’s Third Report, the Equipment Yard was sold in conjunction with the Pipeline

Equipment pursuant to the sale approval and vesting order dated November 4, 2016. This sale closed on

in or around November 14, 2019.

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4. FINAL RECEIPTS AND DISBURSEMENTS

51. Below is a summary of the final receipts and disbursements from May 27, 2016 to discharge (the “Final

SRD”). The complete final statement of receipts and disbursements is attached as Appendix “D”:

52. Included in the receipts and disbursement information are estimated pending disbursements for the

following items:

a) The Receiver’s professional fees and disbursements;

b) The Receiver’s legal counsel fees and disbursements;

Final Statement of Receipts and Disbursements

May 27, 2016 to discharge

in CAD $ Notes AmountTotal cash receipts 5,644,259

Cash disbursements

Payment to secured creditor 1,650,000

Repayment to secured creditor - receiver's certificate 650,000

Receiver's fees and disbursements 637,612

Wages of contractors 559,605

Legal fees 270,928

Operating expenses 199,654

Payroll deductions 125,926

GST remitted 119,950

Insurance 90,403

Specialized contractor's fees 88,028

Transfer to Trustee trust account 1 79,081

Accomodations for Saskwater employees 73,100

Trucking and transport 47,452

GST paid 37,815

Municipal Taxes 36,045

GST paid on receiver's fees 31,879

Commission re Real Estate 27,775

Specialized contractor's expenses 26,234

Big Bore Settlement 25,000

West Central Settlment 25,000

Security 21,451

Utilities 17,995

Fuel 16,786

Interest on Receiver's Certificate 16,233

WCB 10,443

Other disbursements 2 18,361

Total cash disbursements 4,902,756

Estimated pending disbursements 741,503

Excess receipts over disbursements -$

Notes

1 - Funds transferred to bankruptcy estates of Chinook Pipeline Inc. and Chinook Pipeline Ltd. to cover all costs of both estates and with express permission of ATB.2 - Other disbursements includes occupational rent, appraisal fees for non-ATB assets, bank charges, locksmith, repairs and maintenance, and OSB fees.

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c) Monthly maintenance cost of the Livingston Lots until the discharge of the Receiver; and

d) Payment to the secured creditor.

53. The Receiver and its legal counsel have been paid fees of $362,725 (excluding GST) and $94,708

(excluding GST) respectively, totalling $457,433 from May 27, 2016 to September 30, 2016. These fees

were previously approved pursuant to the Order granted on November 4, 2016 by this Honourable Court.

54. From October 1, 2016 to discharge, the Receiver and McCarthy Tétrault LLP (“McCarthy”) have billed

and estimated their costs to close to total $309,860 (excluding GST) and $201,790 (excluding GST),

respectively. The Receiver also engaged Saskatchewan counsel, Kanuka Thuriinger LLP (“Kanuka”), to

assist the Receiver with specific matters related to Saskatchewan contract law. Kanuka has billed $758

(excluding GST) for the period of June 1, 2016 to August 30, 2016. These fees are collectively referred

to as the “Receivership Professional Fees”.

55. Accordingly the Receiver seeks approval of the Receivership Professional Fees. Copies of the invoices

described therein, including detailed time analysis, for the periods not already approved will be made

available to the Court at the September 9, 2019 hearing upon request.

56. The Receiver is of the view that the Receivership Professional Fees are fair and reasonable.

Summary of Professional Fees

Period May 27, 2016 to discharge

in CAD $ Fees GST Total

KPMG Inc.

Approved by the Court from Third Report 362,725 18,136 380,862

Invoices for approval by Court 274,860 13,743 288,603

35,000 1,750 36,750

Subtotal 672,585 33,629 706,215

McCarthy Tétrault LLP

Approved by the Court from Third Report 94,708 4,705 99,412

Invoices for approval by Court 191,790 9,448 201,239

10,000 500 10,500

Subtotal 296,498 14,653 311,151

Kanuka Thuriinger LLP

Invoices for approval by Court 758 76 834

Subtotal 758 76 834

Total amount approved by the Court from Third Report 457,433 22,841 480,274

Total amount for approval by Court 512,408 25,517 537,925

Total professional fees 969,842$ 48,358$ 1,018,199$

June 1, 2016 to August 30, 2016

Period

May 27, 2016 to September 30, 2016

October 1, 2016 to October 31, 2018

November 1, 2018 to discharge

May 27, 2016 to September 30, 2016

October 1, 2016 to July 31, 2019

August 1, 2019 to discharge

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5. FINAL DISTRIBUTION AND DISCHARGE

57. ATB is the Group’s senior secured creditor. Counsel to the Receiver has provided an opinion that, subject

to the standard limitations, qualifications, and assumptions, the security granted by the Group to ATB is

valid and enforceable.

58. Pursuant to the order granted by this Honourable Court on November 6, 2016 (the “L&K Sale Approval

Order”) attached as Appendix “E”, the security granted by the Group to ATB was declared to be valid

and enforceable and, subject only to the charges set out in the Receivership Order holds priority over all

other claims and interests. Additionally, pursuant to the L&K Sale Approval Order, the Receiver is

authorized and empowered to distribute from the Property or any of the net proceeds received from the

disposition of the Property (but subject to certain Disputed Claims (as defined in the L&K Sale Approval

Order)) to ATB in an amount sufficient to irrevocably repay all claims owing by the Group to ATB. All

Disputed Claims have been settled, paid, or otherwise dealt with. Therefore, the Receiver intends to

distribute any and all remaining and residual funds to ATB.

59. All assets of the Group have been liquidated or otherwise dealt with and any and all funds belonging or

owing to the Group will have been gathered or otherwise dealt with.

60. Upon the final distribution of available funds to ATB, the administration of the estate of the Group will

be complete. The Receiver is not aware of it being required for any further purpose herein and is therefore

seeking its discharge.

61. The Receiver proposes to destroy any and all documents accounting records and other papers, records,

and information related to the business or affairs of the Group if not collected by any of the directors of

the Group by December 9, 2019.

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6. RECOMMENDATIONS

62. We submit this Fourth Report in support of our Application respectfully requesting this Honourable Court

to:

a) Approve the Fourth Report and the activities of the Receiver described therein;

b) Approve the Receiver’s Final SRD for the period of October 1, 2016 to discharge;

c) Approve the Receivership Professional Fees for the Receiver and its legal counsel; and

d) Approve the Receiver’s discharge.

All of which is respectfully submitted this 3rd day of September, 2019.

KPMG INC., COURT-APPOINTED RECEIVER AND MANAGER OF CHINOOK PIPELINE INC., CHINOOK PIPELINE LIMITED PARTNERSHIP, CHINOOK PIPELINE LTD., 1466264 ALBERTA LTD. and not in its personal or corporate capacity

Per: Neil A. Honess Senior Vice President

APPENDIX A

Freezing Order dated September 13, 2016

APPENDIX B

Preference Orders dated January 6, 2017

APPENDIX C

Consent Order dated November 17, 2016

APPENDIX D

Final Statement of Receipts and Disbursements

from May 27, 2016 to discharge

RECEIPTS Notes Amount (CAD)Sale of Pipeline Equipment 2,884,020.00 Sale of Real Estate 1 996,457.47 Receivers Certificate 650,000.00 Receipts from Intact 397,791.11 Accounts Receivable settlement 2 254,100.00 GST collected 147,571.61 Income from Cowley job 74,961.60 GST refund 71,490.19 Miscellaneous Refunds 3 57,539.34 Receipts from Accounts Receivable 4 36,892.29 Insurance refund 20,035.62 Property Transfer settlement 24,550.00 Ritchie Bros. Auctioneers re pre-receivership proceeds 17,737.65 Interest from Guaranteed Investment Certificate 5,962.24 Insurance claim 5 2,602.50 Cash in bank 2,547.53

Total Receipts 5,644,259.15 DISBURSEMENTS

Payment to secured creditor 1,650,000.00 Repayment to secured creditor - receiver's certificate 650,000.00 Receiver's fees and disbursements 637,612.46 Wages of contractors 559,605.47 Legal fees 270,928.38 Operating expenses 6 199,654.31 Payroll deductions 125,926.31 GST remitted 119,949.66 Insurance 90,402.77 Specialized contractor's fees 88,027.55 Transfer to Trustee trust account 7 79,080.52 Accomodations for Saskwater employees 73,100.00 Trucking and transport 47,452.18 GST paid 37,814.57 Municipal Taxes 36,045.20 GST paid on receiver's fees 31,879.27 Commission re Real Estate 27,775.00 Specialized contractor's expenses 26,233.75 Big Bore Settlement 25,000.00 West Central Settlment 25,000.00 Security 21,451.00 Utilities 17,994.98 Fuel 16,785.79 Interest on Receiver's Certificate 16,233.35 WCB 10,442.88 Occupational rent 9,110.67 Appraisal fees on non-ATB assets 4,394.32 Bank charges 2,680.93 Locksmith 1,045.00 Repairs and maintenance 850.00 OSB fees 280.00

Total Disbursements 4,902,756.32 Excess of Receipts Over Disbursements 741,502.83$ ESTIMATED PENDING DISBURSEMENTS

Payment to secured creditor 627,802.38 Receiver's fees and disbursements 59,745.00 Legal fees and disbursements 43,955.45 Estimated working capital requirements and contingency 8 10,000.00

Total Estimated Pending Disbursements 741,502.83 Excess Receipts Over Disbursements After Pending Disbursements -$

Notes1 - Proceeds include sale of 751 Lot, Lamont Lot, Crowsnest Lot, Equipment Yard, and the Head Office.2 - Settlement realized from the Twin Valley claim and the SRDWC claim.

5 - Consultant's expenses includes costs to run the Demobilization Plan.

8 - Estimated working capital and contingency includes monthly maintenance of the Livingston Lots, insurance and storage fees for the books and records.

3 - Refunds from cancellation of utilities, equity in co-op UFA membership, surplus refund from Workers Compensation Board.4 - Amount collected from pre-receivership Accounts Receivable and Ritchie Bros proceeds from pre-receivership auction.

6 - Operating expenses include hauling fees, materials to complete the Cowley job, and garbage removal from the Equipment Yard.

IN THE MATTER OF THE RECEIVERSHIP OFCHINOOK PIPELINE GROUP OF COMPANIES

RECEIVER'S FINAL STATEMENT OF RECEIPTS AND DISBURSEMENTSFOR THE PERIOD MAY 27, 2018 TO DISCHARGE

7 - Funds transferred to bankruptcy estates of Chinook Pipeline Inc. and Chinook Pipeline Ltd. to cover all costs of both estates and with express permission of ATB.

APPENDIX E

L&K Sale Approval Order

dated November 6, 2016