Form 49 [Rule 13.191 ESTATE FILE NUMBER CLERK OF THE COURT FE COURT FILE NUMBER 1801-13117 Clerks s amp COURT COURT OF QUEEN’S BENCH OF ALBERTA JUN 272019 JUDICIAL CENTRE CALGARY JUDAL PLAINTIFF ALVAREZ & MARSAL CANADA INC., in its capacity as Court-appointed Receiver of the current and future assets, undertakings and properties of 1679775 ALBERTA LTD., REID- BUILT HOMES LTD., REID WORLDWIDE CORPORATION, BUILDER’S DIRECT SUPPLY LTD., REID BUILT HOMES CALGARY LTD., REID INVESTMENTS LTD., 1852512 ALBERTA LTD., and REID CAPITAL CORP. DEFENDANT SYML SYSTEMS INC. DOCUMENT AFFIDAVIT (BANKRUPTCY ORDER) ADDRESS FOR Norton Rose Fulbright Canada LLP SERVICE AND 400 3rd Avenue SW, Suite 3700 CONTACT Calgary, Alberta T2P 4H2 CANADA INFORMATION OF PARTY FILING THIS Howard A. Gorman, Q.C. / Meghan L. Parker DOCUMENT howard.gormannortonrosefuIbright.com meghan. parkernortonrosefuIbright.com Tel: +1 403.267.8222 Fax: +1 403.264.5973 Lawyers for the Plaintiff, Alvarez & Marsal Canada Inc., in its capacity as Court-appointed Receiver and Manager of the current and future assets, undertakings and properties Reid Capital Corp. and others File no.: 1001004429 AFFIDAVIT OF TODD MARTIN nór Affirmed) on June 3 , 2019. I, Todd Martin, of Vancouver, British Columbi SWAFFlRM AND SAY THAT: I. INTRODUCTION 1. I am the authorized representative of Alvarez & Marsal Canada Inc. (A&M or the Receiver), in its capacity as Court-appointed Receiver and Manager of the current and future CAN_DMS: 127738O881
37
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ESTATE FILE NUMBER CLERK OF THE COURT FE s amp€¦ · COURT FILE NUMBER 1801-13117 Clerks s amp COURT OF QUEEN’S BENCH OF ALBERTA JUN 272019 JUDICIAL CENTRE CALGARY JUDAL PLAINTIFF
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Form 49[Rule 13.191
ESTATE FILE NUMBER CLERK OF THE COURTFE
COURT FILE NUMBER 1801-13117 Clerks s amp
COURT COURT OF QUEEN’S BENCH OF ALBERTA JUN 272019
JUDICIAL CENTRE CALGARY JUDAL
PLAINTIFF ALVAREZ & MARSAL CANADA INC., in itscapacity as Court-appointed Receiver of thecurrent and future assets, undertakings andproperties of 1679775 ALBERTA LTD., REID-BUILT HOMES LTD., REID WORLDWIDECORPORATION, BUILDER’S DIRECT SUPPLYLTD., REID BUILT HOMES CALGARY LTD.,REID INVESTMENTS LTD., 1852512 ALBERTALTD., and REID CAPITAL CORP.
DEFENDANT SYML SYSTEMS INC.
DOCUMENT AFFIDAVIT (BANKRUPTCY ORDER)
ADDRESS FOR Norton Rose Fulbright Canada LLPSERVICE AND 400 3rd Avenue SW, Suite 3700CONTACT Calgary, Alberta T2P 4H2 CANADAINFORMATION OFPARTY FILING THIS Howard A. Gorman, Q.C. / Meghan L. ParkerDOCUMENT howard.gormannortonrosefuIbright.com
Lawyers for the Plaintiff, Alvarez & Marsal Canada Inc., in its capacityas Court-appointed Receiver and Manager of the current and futureassets, undertakings and properties Reid Capital Corp. and othersFile no.: 1001004429
AFFIDAVIT OF TODD MARTIN
nórAffirmed) on June 3 , 2019.
I, Todd Martin, of Vancouver, British Columbi SWAFFlRM AND SAY THAT:
I. INTRODUCTION
1. I am the authorized representative of Alvarez & Marsal Canada Inc. (A&M or theReceiver), in its capacity as Court-appointed Receiver and Manager of the current and future
CAN_DMS: 127738O881
assets, undertakings and properties of Reid Capital Corp. (Reid) and others, and not in its
personal capacity. As such, I have personal knowledge of the matters deposed to herein,
except where stated to be based on information and belief, and, where so stated, I verily
believe them to be true.
2. I have reviewed the business records of the Receiver relevant to the SymI Systems
Inc. (Symi) account and the within proceedings and Application and have satisfied myself
that I have sufficient information and knowledge to swear this Affidavit on behalf of the
Receiver.
II. THE INDEBTEDNESS AND EVENTS OF BANKRUPTCY
3. Reid, as Lender, provided various advances under a credit facility to SymI as
Borrower, pursuant to the terms of a loan agreement dated November 2016 (the Loan
Agreement), all as further particularized in and attached to my previous affidavit sworn on
April 4, 2019, and filed in the within Action.
4. On November 2, 2017, A&M was appointed as receiver of Reid.
5. SymI defaulted on the Loan Agreement and, on August 10, 2018, the Receiver,
through its solicitors, issued a letter demanding payment in full by no later than August 20,
2018. The demand for payment is attached as Exhibit N” to my previous affidavit, sworn on
April 4, 2019.
6. On August 23, 2018, Syml, through its then counsel, sent an e-mail to counsel for the
Receiver on a “without prejudice” basis, enclosing SymI’s most recent financial statements.
Attached hereto as Exhibit “A” to this my affidavit is a true copy of the financial statements.
7. On September 14, 2018, the Receiver commenced the within Action.
8. SymI filed a Statement of Defence and Counterclaim on October 5, 2018.
9. On May 1, 2019, the Receiver sought and obtained an order for summary judgment in
respect to its claims as set out in the Statement of Claim, and summary dismissal of the
claims as set out in the Counterclaim (the Order). The Order was filed on May 2, 2019, and
served on SymI as follows:
(a) on May 3, 2019, by e-mail to director of SymI, Kendall Raessler;
CAN_DMS: \127738088\1- 2 -
(b) on May 6, 2019, by courier to SymI’s address for service; and
(c) on May 6, 2019, by courier to SymI’s registered address.
Attached hereto as Exhibit “B” to this my affidavit are true copies of the e-mail
correspondence, confirmation of delivery to SymI’s address for service, and confirmation of
delivery to SymI’s registered address.
10. Since May 1, 2019, the total indebtedness of SymI is in excess of $1,456,521.24 (the
Indebtedness). A copy of the writ of enforcement in respect of the Indebtedness, filed and
registered in the Personal Property Registry on May 3, 2019, is attached hereto as Exhibit
“C” to this my affidavit. SymI has made no payment of the Indebtedness, in whole or in part,
nor has it responded to the Receiver’s correspondence serving the Order.
11. A recent search of the Personal Property Registry is attached hereto as Exhibit “C”
(the PPR Search). The PPR Search shows:
(a) that on June 22, 2018, Mr. Kendall Raessler registered a security agreement
against SymI, and that on September 10, 2018, a report of seizure was
registered on behalf of Mr. Raessler for a value of $950,000.00; and
(b) that on April 17, 2019, a writ of enforcement was registered on behalf of
Cowling WLG (Canada) LLP, in the amount of $18,293.97.
12. On June 22, 2018, the date of registration of the transaction referred to at paragraph
11(a), above, Mr. Raessler was one of four directors of SymI and held a 3.1% shareholding
in the company. On September 10, 2018, the date of the seizure, Mr. Raessler was the sole
director of SymI and continued to hold a 3.1% shareholding. Attached hereto to this my
affidavit as Exhibits “D” and “E” are historical corporate searches of SymI dated June 22,
2018 and September 10, 2018.
13. On June 3, 2019, counsel to the Receiver issued a request for information to Cowling
WLG (Canada) LLP with respect to its writ of enforcement. The same day, Cowling WLG
(Canada) LLP responded, advising that no payment had been received from SymI against
that writ of enforcement as of the date of writing. Attached hereto as Exhibits “F” and “G”
to this my affidavit are copies of the Receiver’s request for information and Gowling WLG
(Canada) LLP’s response.
CAN_DMS: \127738088\1- 3 -
III. THE PROPOSED TRUSTEE
14. Hardie & Kelly, an entity qualified to act as Trustee of the property of Symi, has
agreed to act as Trustee in bankruptcy of SymI and the Receiver agrees with that
appointment.
IV. CONCLUSION
15. I am authorized to swear this Affidavit on behalf of the Receiver.
16. I make this Affidavit in support of an Application to the Court for:
(a) having Symi adjudged bankrupt;
(b) appointing Hardie & Kelly as the Trustee in Bankruptcy; and
(c) awarding costs to the Applicant to be paid out of the bankrupt SymI estate
upon taxation of the estate.
—
SWORN’OR AFFIRMED) BEFORE ME at11itWy of Vancouver, British Columbia,
this Q \ day of June, 2019.
(tiry Public in and for the Province of BritishColumbia)
UC-Cc
(Print Name and Expiry of Lawyer!Student-at-Law!Commissioner or JP)
SARAH McCALLABARRISTER & SOLICITORNORTON ROSE FULBRIGHT CANADA LLPSUrE 1800-510 WEST GEORGIA STREETVANCOUVER B.C. V6B 0M3(604) 641-4978
(Signature)
Todd Martin CPA, CA, LITSenior Vice President, Alvarez & MarsalCanada Inc.
CAN_DMS: \127738088\1 -4-
EXHIBITA
/Symi Systems Inc.
Statement of Earnings and Retained Earnings (Deficit)For the year ended December 31, 2017
(Unaudited - see Notice to Reader)
2017 2016
Revenue-
ExpensesAccounting and legal 81,769 138,638Amortization 11,362 45,646Automotive 16,186 2,702Courier and freight 241 489Directors Fees 365,000 300,000Dues and subscriptions 792Employee Benefits 35,280 9,785Employers portion of employee benefits 28,705 16,386Insurance 17,024 1,213Interest and_bank charges
- 249,328 70,176Management salaries 150,000 66,250Meals and entertainment 22,697 9,950Office 14,579 4,130Other Expenses 793 18,380Professional Fees 110,448 357,860Rent 46,125 17,594Software development and infrastructure 250,130 164,431Sub-contractors 308,041 372,850Telephone and utilities 3,123 2,588Travel 13,627 4,674
711,842 215,287Wages and salaries-
2,437,092 1,819,029
Earnings from operations (2,437,092) (1,819,029)
Other income 1,091 1,600
Earnings before income taxes (2,436,001) (1,817,429)
R&D tax credits 499,893 430,896
Net earnings (1,936,108) (1,386,533)
Retained earnings beginning of year (2,465,408) (1,074,256)
Prior Period Adjustments- (4,619)
Retained earnings (deficit), end of year (4,401,516) (2,465,408)
I his is Exhibit ‘ retbrud to in the
Affidavit oE...7DD
Sworn before me on...D /2O.t.
E.........::.z.. -
A Commissioner for taking Affidavits
BARRISTER & SOLICITORNORTON ROSE FULBRIGHT CANADA LLPSUITE 1800 - 510 WEST GEORGIA STREETVANCOUVER, B.C. V6B 0M3(604) 641-4978
Symi Systems Inc.Balance Sheet
December 31, 2017(Unaudited - see Notice to Reader)
2017 2016
AssetsCurrent
Cash 218,699 110,581Prepaid expenses 6,211 -
Property, Plant & Equipment (Note 5) 341,656 115,015Due from related parties 43,741 -
Taxes Recoverable 510,695 446,910
1,121,002 672,506
LiabilitiesCurrentAccounts payable and accrued liabilities (Note 2) 89,079 15,309Credit cards payable (Note 2) 9,246 3,766Current portion of long term debt (Note 6) 43,680 43,680Interest payable 36,432 9,301Short term debt (Note 3) 2,020,000 700,000Employee deductions payable (Note 2) 50,128 59,015
2,248,565 831,071
Iong TermBDC Loans (Note 6) 124,800 168,600Due to shareholders (Note 4) 539,369 512,129Private loan 110,000 110,000Promissory Notes Payable 350,000 350,000Advances from related parties - 225,301
1,124,169 1,366,030
3,372,734 2,197,101
Shareholder’s EquityShare Capital (Note 7) 2,149,784 940,813Retained Earnings (4,401,516) (2,465,408)
(2,251,732) (1,524,595)
1,121,002 672,506
Approved on behalf of the Board.
Director Director
Symi Systems Inc.
Notes to Financial StatementsYear Ending December 31, 2017
)Unaudited - see Notice to Reader)
December 31, 2017
1. Basis of preparationThese financial statements are prepared for internal reporting and income tax reporting purposes only.As these financial statements have not been prepared for general purposes, readers may requirefurther information.
Reid Capital Corp - Standby Revolving Term Credit Facility,bearing an annual interest rate of 8.5%, maturing December 31, 2018
Bosch Loan - Short Term Loan hearing an annual interest rate of 15%,with Interest puld monthly, repayment the earlier of (1) ten doys from 2018 SR&ED refund and (2) June 30, 2018
Gray Loon - Short Term Loan bearing an anntal interest rate of 10%,with Interest paid monthly, repayment on or before April 30, 2019; secured by 2018 SR&ED filing
Holley Loan - Short Term Loan bearing on annual Interest rate of 8%,
_________________
with interest paid annually on December 31; repayment on or before December 31, 2018; secured by 2018 SPED filing
________________
4. Due to shareholdersThe shareholder loans bears no interest and no stated terms of repayment.
5. Property and equipment
2017 2016
Netbook Netbookvalue value
331,615 $ 102,30210,041 $ 12,714
341,656 $ 115,016
6. Long term debt
BDC Loan #094153-03, monthly loan payments of $2,080 (priscipal) $ 112,320+ blended Interest of 4.7% and variance of 3.0%), $ (24,960)maturing June 2022. $ 87,360
24,96024,96024,96012,480
BDC Loan 11094153-04, monthly loan payments of $1,560 (principal) $ 56,160+ blended interest of 4.7% and variance of 1.0%), $ 18,720maturing December 2020. $ 37,440
2019 $ 18,7202020 $ 18,720
7. Share Capital
Insted 2017 2016
15,462,572 Class A common, voting shareswithout par value $ 2,149,784 $ 940,813
8. Comparative figures
The financial statements have been reclassified, where applicable, to conform to the presentation used inthe current year.
Principal balance remainingLess current portionRemaining balance due as follows:
Principal balance remainingLess current portionRemaining balance due us follows:
2019 $2020 $2021 $2022 $
EXHIBITB
Van Ham, Joanna
From: Van Ham, JoannaSent: May-03-19 3:04 PMTo: ‘[email protected]’Cc: Parker, MeghanSubject: Reid Capital Corp. v Syml Systems Inc. I Court File No. 1801-13117Attachments: CAN_DMS_127164961_vl_Letter to Symi Systems Inc. (K. Raessler), May 3, 2019.PDF;
CAN_DMS_127141401_vl_Order (Summary Judgment), filed May 2, 2019.PDF
Good afternoon,
Attached please find our letter dated May 3, 2019 and the enclosure referenced therein.
Regards,
Joanna Van HamLegal Assistant to Elizabeth Fashler, Meghan Parker,Jennifer McBean and Sarah Miller
Norton Rose Fulbright Canada LLP/SEN.C.RL., sri.400 3rd Avenue SW, Suite 3700, Calgary Alberta T2P 4H2 CanadaT: +1 403.267.9580 I F: +1 403.264.5973joanna.vanham(nortonrosefulbriQht.com
NORTON ROSE FULBRIGHTThis is Exhibit “ ‘ “ relerred to in the
Aflidavit oE.lt2CSworn before mc on... / 2O.fl
,..7irnissioi;crfortakingAmdavits
in the Province of British C’oit,rnhi
SARAH MCCALLAB..! RRISTL’R & SOLICITORNORTON ROSS FULBRIGHT CANADA LLPbJI 5 1800- 510 WEST GEORGIA STREET‘iCOUVER B.C. V6B DM3(604) 641-4978
Van Ham, Joanna
NRFC CAL Business CenterMay-06-19 1:53 PMVan Ham, JoannaFW: Delivery confirmation for job 11283789image0.jpg; imagel.jpg; image2.jpg; image3.jpg
5
Please see proof of delivery below.
-Michal Klimek
Norton Rose Fuibright Canada LLPIS.E.N.C.R.L., sr.!.
400 3rd Avenue SW, Suite 3700, Calgary Alberta T2P 4H2 CanadaT: I F: +1 403.264.5973NRFCCalBusCenternortonrosefulbright.com
NORTON ROSE FULBRIGHT
From: Notification [mailto: noflcation)directitgroupca]Sent: May-06-19 12:10 PMTo: NRFC CAL Business CenterSubject: Delivery confirmation for job 11283789
Delivery ConfirmationJOBID 11283789
Norton Rose Fuibright
1 piece(s) Delivered to
Symi Systems Inc.136 Snowberry View Calgary
Reference: 10432511001004429
Deilvered May 6 2019 12:09PM - Mountan Standard Time
Signed by Ta ped_to_front_window_
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From:Sent:To:Subject:Attachments:
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Van Ham, Joanna
From: NRFC CAL Business CenterSent: May-06-19 8:50 AMTo: Van Ham, JoannaSubject: FW: Delivery confirmation for job 11283783Attachments: imageo.jpg
Please see proof of delivery below.
-Michal Klimek
Norton Rose Fulbright Canada LLP/S.E.N.C.R.L., sri.
400 3rd Avenue SW, Suite 3700, Calgary Alberta T2P 4H2 CanadaT: I F: +1 403.264.5973NRFCCalBusCenternortonrosefulbright.com
NORTON ROSE FULBRIGHT
From: Notification [mailto:notificationdirecUtQroupca1Sent: May-06-19 8:40 AMTo: NRFC CAL Business CenterSubject: Delivery confirmation for job 11283783
Delivery ConfirmationJOBID 11283783
Shp ert Forn Norton Rose Fuibright
1 piece(s) Delivered to
Symi Systems Inc1600 3337 Ave SW Calgary
Reference: 10432511001004429
Delivered May 6 2019 8:39AM - Mountain Standard Time
Signed by Jones
click here to track your shipment in real time
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EXHIBITC
9Governmentof Alberta •
Personal Property Registry
Search Results Report
Search ID#: Z11461617
Page 1 of 8
Transmitting Party
NORTON ROSE FULBRIGHT CANADA LLP
Suite 3700, 400- 3rd Avenue SWCalgary, AB 12P 4H2
Party Code: 60003332Phone #: 403 267 8468
Reference #: 1001004429/1 03237
Search ID#: Z11461617 Date of Search: 2019-May-07 Time of Search: 12:16:01
Business Debtor Search For:
SYML SYSTEMS INC.
Exact Result(s) Only Found
1 his is txhihit relërred to in the
AtTidavito
Sworn beibre mc on... / 2O./..
A Commissioner for taking AfTidavits- in the Province of l1ritimh (‘niimnhja
SARAH McCALLA,IL -1 II I?/STER & SOLICITORNCfTTON ROSE FULBRIGHT CANADA LLPUITE 1 dOD 510 WEST GEORGIA STREET‘!ANCQUVER BC. V68 DM3dfT4) g41.49713
NOTE:
A complete Search may result in a Report of Exact and Inexact Matches.Be sure to read the reports carefully.
/0
Government Personal Property Registry
of Alberta Search Results Report Page2of8
Search ID#: Z11461617
Business Debtor Search For:
SYML SYSTEMS INC.
Search ID#: Z11461617 Date ofSearch: 2019-May-07 Time ofSeärch: 12:16:01
Search ID #: Zi 1461617 Date of Search: 2019-May-07 Time of Search: 12:16:01
Registration Number: 19050332879 Registration Type: WRIT OF ENFORCEMENT
Registration Date: 2019-May-03 Registration Status: Current
Expiry Date: 2021 -May-03 23:59:59
Issued in Calgary Judicial Centre
Court File Number is 1801-13117
Judgment Date is 201 9-May-01
This Writ was issued on 201 9-May-03
Type of Judgment is Other
Original Judgment Amount: $1,453,321.24 Costs Are: $3,200.00
Post Judgment Interest: $0.00 Current Amount Owing: $1,456,521.24
Exact Match on: Debtor No: 1
Solicitor I Agent
NORTON ROSE FULBRIGHT CANADA LLPSUITE 3700, 400- 3RD AVENUE SWCALGARY, AB 12P 4H2
Phone #: 403 267 9504 Reference #: 1001004429
Debtor(s)Block Status
Current1 SYMLSYSTEMS INC.
315, 1615- 1OAVENEU SWCALGARY, AB 13C 0J7
Creditor(s)Block Status
Current1 ALVAREZ & MARSAL CANADA INC.
C/O #3700, 400 - 3 AVENUE SWCALGARY, AB 12P 4H2
Government Personal Property Registry
of Alberta Search Results Report Page8of8
Search ID #: Z11461617
ParticularsBlock Additional Information Status
1 ALVAREZ & MARSAL CANADA INC., in its capacity as Court-appointed Receiver and CurrentManager of the current and future assets, undertakings and properties of REID CAPITALCORP.
Result Complete
EXHIBIT0
Government Historical Corporation/Non-Profit Searchof Alberta Corporate Registration System
Historical Date:
Date of Search:
Time of Search: 03:07 PM
Search provided by:
Service Request Number: 31129860
Customer Reference Number: 1001004429
Corporate Access Number: 2016720415
Legal Entity Name: SYML SYSTEMS iNC.
Legal Entity Status: Active
Alberta Corporation Type: Named Alberta Corporation
Registration Date: 20 12/04/16 YYYY/MMIDD
Date of Last Status Change: 2015/02/09 YYYY/MMJDD
RevivaL/Restoration Date: 20 15/02/09 YYYY/MMIDD
Registered Office:
Records Address:
Street:
City:
Province:
Postal Code:
Directors:
1348 MONTREAL AVENUE SW.
CALGARY
ALBERTA
T2T 0Z5
This is Exhibit “ “ referred to in the
Affidavit of...7&2& WALA/Sworn before me on.. / 2O.L.
zE...Z- A Commissioncr for takin! Aflic1a ts
111 the 1koviiict. of h3ritisti ( enb,)
Last Name:
First Name:
Middle Name:
Street/Box Number:
City:
Province:
Postal Code:
Last Name:
First Name:
Street/Box Number:
City:
Province:
IVERACH
ROBERT
J.
1348 MONTREAL AVENUE SW.
CALGARY
ALBERTA
T2T 0Z5
LEGG
JONATHAN
208, 1664 RICHTER STREET
KELOWNA
BRITISH COLUMBIA
V1Y 8N3
2018/06/22
2019/06/03
NORTON ROSE FULBRIGHT CANADA LLP
Street:
City:
Province:
Postal Code:
1348 MONTREAL AVENUE SW.
CALGARY
ALBERTA
T2T 0Z5
SARAH McCALLABIRf?JSTE1? & SOLICITORNORTON ROSE FULBRtGHT CANADA LLPSUITE 1800 - 510 WEST GEORGIA STREETVANCOUVER, B.C. V6B DM3(604) 641-4978
Postal Code:
Last Name: RAESSLER
First Name: KENDALL
Street/Box Number: 136 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Last Name: WILSON
First Name: AUDREY
Street/Box Number: 244 SPRINGBLUFF HEIGHTS S.W.
City: CALGARY
Province: ALBERTA
Postal Code: T3H 5B8
Voting Shareholders:
Last Name: IVERACH
First Name: ROBERT
Middle Name: J.
Street: 1348 MONTREAL AVE. SW.
City: CALGARY
Province: ALBERTA
Postal Code: T2T 0Z5
Percent Of Voting Shares: 2.7
Last Name: JAMES CLAIR HOLLEY AND KIM HOLLEY
Street: 124 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 3.2
Last Name: LEGG
First Name: JONATHAN
Street: SUITE 208 - 1664 RICHTER STREET
City: KELOWNA
Province: BRITISH COLUMBIA
Postal Code: VIY 8N3
Percent Of Voting Shares: 2.56
Last Name: RAESSLER
First Name: KENDALL
Street: 136 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 3.1
Legal Entity Name: THREE STAR INTERNATIONAL HOLDINGS iNC.
Corporate Access Number: 2014255521
Street: 136 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 76.3
Last Name: WILSON
First Name: AUDREY
Street: 244 SPRINGBLUFF HEIGHTS S.W.
City: CALGARY
Province: ALBERTA
Postal Code: T3H 5B8
Percent Of Voting Shares: 4.2
Details From Current Articles:
The information in this legal entity table supersedes equivalent electronic attachments
Share Structure: UNLIMITED CLASS A’ SHARES, UNLIMITED CLASS ‘B’ SHARES AND UNLIMITEDCLASS ‘C’ SHARES
Share Transfers NO SHARES SHALL BE TRANSFERRED WITHOUT APPROVAL OF A CURRENTRestictions: DIRECTOR OF THE CORPORATION
Mm Number OfDirectors:
Max Number OfDirectors:
Business Resticted To: NO RESTRiCTIONS
Business RestrictedNO RESTRICTIONS
From:
Other Provisions: SEE OTHER PROVISIONS ELECTRONIC ATTACHMENT.
Other Information:
Last Annual Return Filed:
File YearllDate Filed (YYYY/MM/DD)I
I 2018112018/04/05 I
Filing History:
IList Date (YYYY/MMIDD)IIType of Filing
12012/04/16 Illncorporate Alberta Corporation
2o12014/06/02 liStatus Changed to Start for Failure to File Annual Returns
12014110102 liStatus Changed to Struck for Failure to File Annual Returns
0 15/02/09 Illnitiate Revival of Alberta Corporation
12015/02/09 IlComplete Revival of Alberta Corporation
12016/04/18 liChange Address
12017/12/14 IlName/Structure Change Alberta Corporation
12017/12/14 liChange Director / Shareholder
1201 8/04/05 IlEnter Annual Returns for Alberta and Extra-Provincial Corp.
Attachments:
Attachment Type IlMicroflIm Bar CodeliDate Recorded (YYYY/MM/DD)
Other Rules or Provisions IIELECTR0NIC 112017/12/14Memo to File IIELECTRONIC 112018/01/26
The Registrar of Corporations certifies that, as of the historical date of this search, the above information is an accuratereproduction of data contained in the official public records of Corporate Registry.
EXHIBITE
Government Historical Corporation/Non-Profit Searchof Alberta Corporate Registration System
2018/09/10
2019/06/03
03:10 PM
NORTON ROSE FULBRIGHT CANADA LLP
Corporate Access Number: 2016720415
Legal Entity Name: SYML SYSTEMS INC.
Legal Entity Status: Active
Alberta Corporation Type: Named Alberta Corporation
Registration Date: 2012/04/16 YYYY/MM!DD
Date of Last Status Change: 2015/02/09 YYYY/MMIDD
Revival/Restoration Date: 20 15/02/09 YYYY/MM!DD
Registered Office:
Street:
City:
Province:
Postal Code:
Records Address:
Street:
City:
Province:
Postal Code:
Directors:
Last Name:
First Name:
Street/Box Number:
City:
Province:
Postal Code:
RAESSLER
KENDALL
136 SNOWBERRY VIEW
CALGARY
ALBERTA
T3Z 3C5
1 his is Exhibit relërred to in the
Affidavit of....2jQI2 fA’VSworn before me on... i
A Commissioner for taking Affidavitsin the Province of Rrit sh (o1 rn big
SARAH McCALLABARRISTER & SOLIcITORNORTON ROSE FULBRIGHT CANADA LLPSUITE 1800. 510 WEST GEORGIA STREETVANCOUVER B.C. V68 0M3(604) 641-4978
Voting Shareholders:
Last Name:
First Name:
Middle Name:
Street:
IVERACH
ROBERT
J.
Historical Date:
Date of Search:
Time of Search:
Search provided by:
Service Request Number: 31129906
Customer Reference Number: 1001004429
136 SNOWBERRY VIEW
CALGARY
ALBERTA
T3Z 3C5
136 SNOWBERRY VIEW
CALGARY
ALBERTA
T3Z 3C5
1348 MONTREAL AVE. SW.
City: CALGARY
Province: ALBERTA
Postal Code: T2T 0Z5
Percent Of Voting Shares: 2.7
Last Name: JAMES CLAIR HOLLEY AND KIM HOLLEY
Street: 124 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 3.2
Last Name: LEGG
First Name: JONATHAN
Street: SUITE 208 - 1664 RICHTER STREET
City: KELOWNA
Province: BRITISH COLUMBIA
Postal Code: V1Y 8N3
Percent Of Voting Shares: 2.56
Last Name: RAESSLER
First Name: KENDALL
Street: 136 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 3.1
Legal Entity Name: THREE STAR INTERNATIONAL HOLDINGS INC.
Corporate Access Number: 2014255521
Street: 136 SNOWBERRY VIEW
City: CALGARY
Province: ALBERTA
Postal Code: T3Z 3C5
Percent Of Voting Shares: 76.3
Last Name: WILSON
First Name: AUDREY
Street: 244 SPRINGBLUFF HEIGHTS SW.
City: CALGARY
Province: ALBERTA
Postal Code: T3H 5B8
Percent Of Voting Shares: 4.2
Details From Current Articles:
The information in this leaI entity table supersedes equivalent electronic attachments
Share Structure: UNLIMITED CLASS ‘A’ SHARES, UNLIMITED CLASS ‘B SHARES AND UNLIMITEDCLASS ‘C’ SHARES
Share Transfers NO SHARES SHALL BE TRANSFERRED WITHOUT APPROVAL OF A CURRENTRestictions: DIRECTOR OF THE CORPORATION
Mm Number OfDirectors:
Max Number OfDirectors:
Business Resticted To: NO RESTRICTIONS
Business Restricted NO RESTRICTIONSFrom:
Other Provisions: SEE OTHER PROVISIONS ELECTRONIC ATTACHMENT.
Other Information:
Last Annual Return Filed:
File YearllDate Filed (YYYY/MM/DD)I
I 2018112018/04/05 I
Filing History:
IList Date (YYYY/MMIDD)IIType of Filing
12012/04/16 IIlncorporate Alberta Corporation
120 14/06/02 liStatus Changed to Start for Failure to File Annual Returns
120 14/10/02 liStatus Changed to Struck for Failure to File Annual Returns
12015/02/09 lllnitiate Revival of Alberta Corporation
12015/02/09 IlComplete Revival of Alberta_Corporation
12017/12/14 IlName/Structure Change Alberta Corporation
12018/04/05 IlEnter Annual Returns for Alberta and Extra-Provincial Corp.
12018/09/04 iChange Director / Shareholder
12018/09/04 iChange Address
Attachments:
Attachment Type IlMicroflim Bar CodeliDate Recorded (YYYY/MM/DD)
Consolidation, Split, ExchanejIELECTRONIC 112016/01/25Other Rules or Provisions IIELECTR0NIC 1120 17/12/14
Memo to File IIELECTR0NIC 1120 18/01/26
The Registrar of Corporations certifies that, as of the historical date of this search, the above information is an accuratereproduction of data contained in the official public records of Corporate Registry.
We are counsel to Alvarez & Marsal Canada Inc., and have a Writ of Enforcement registered against the above-named debtor at the Alberta Personal Property Registry (“PPRM). A Writ of Enforcement was registered by youat the PPR against SYML Systems Inc., in the amount of $18,293.97. We are inquiring to see if the debtassociated with that Writ of Enforcement has been partially or fully paid. If it has been partially paid, please letus know the balance owing.
Please be advised that pursuant to Section 35.08(2)(b) of the Civil Enforcement Regulation, you are required asa creditor to comply with a request for information within 15 days after having received that request.
Should you have any questions or concerns, please do not hesitate to contact the undersigned at yourconvenience.
Thank you for your co-operation in this regard.
I hts is Exhibit “ “ reterred to in theYours truly,
Affidavit of...TNorton Rose Fulbright Canada LLP
/JJI)ILL/ 20..19..Sworn before me on
in the Province of I3ritist, (‘iil’;’nItinMeghan ParkerAssociate SARAH ft400ALLAB.4/?RJsyp & SOLICiTORMP/jv NORTON ROSE FULSAIGHT OANADA LLPSUITE 180051
VANCOUVER0 WEST GEORGIA STREET.0. lJ9 0M3(604) 641.4978
CAN_DMS: \127804708’il
Narti Rose Fulbrtght Canada us 55 limltwi ia9ty pnrtnnrnhlp estabiltt,od In Canada.
Norton Point Fulbnaht Cnnndn LU, Norton Rone Puhrtght LLP, Norton Rosa Fuibeght Australia, Norton Rosa Futbrtght South Arrtcn Inc and Nortar, Pose rutortght ItS Lu’ are onpertitelegal nr,thdaa and alt o’ item are members of Norton Ruso Fi4tntqht Vareln, n Swiss ueratn. Norton Rose Fuibright Veratln helps coordinata tin, activities Ut the members but rtoen not traitprmAde aat nervtre to cttantn. Ornelto of eaott mittty, with certaIn rngulatory inform.ntton, erg at nmloerosafulbrtqpt,com,
I can confirm that no paymenthasbeenreceivedfrom SYML Systemsagainstour Writ of Enforcement,asof today’sdate. Shouldyou requireanythingfurther, pleasefeel free to contactme directly at any time.
T +1 403 298 1047 Swornbeforeme on..9 /...LU/20marcy.robertshawgowIinqwlq.com
A Commissloneifor Inking Affidavitsin the Provinceof Bntish (o1titnbia
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Referencesto ‘Gowling WLG’ meanoneor moremembersof Cowling WLG InternationalLimited and/orany of theiraffiliated businessesasthe contextrequires.Cowling WLC (Canada)LLP hasoffices in Montréal, Ottawa,Toronto,Hamilton, WaterlooRegion,CalgaryandVancouver.
SARAH McCALLAB.4RRISTER& SOLICiTORNORTON ROSE FULBRIGHT CANADA LLPSUITE 1800 - 510 WEST GEORGIASTREET