IN THE SUPREME COURT OF BRITISH COLUMBIA. IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36, AS AMENDED AND

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1 No. S Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF BEAR MOUNTAIN MASTER PARTNERSHIP, BEAR MOUNTAIN DEVELOPMENT HOLDINGS LTD, 18 ON 18 DEVELOPMENTS LTD., (Collectively referred to as Bear Mountain or the Company ) (Prepared for the August 25, 2011 Court Hearing)

2 BEAR MOUNTAIN MASTER PARTNERSHIP, BEAR MOUNTAIN DEVELOPMENT HOLDINGS LTD., 18 ON 18 DEVELOPMENTS LTD., TABLE OF CONTENTS 1 INTRODUCTION BACKGROUND OF THE CCAA PROCEEDINGS EXTENSION OF THE STAY OF PROCEEDINGS...1 APPENDIX A. Background of the CCAA Proceedings

3 BEAR MOUNTAIN MASTER PARTNERSHIP, BEAR MOUNTAIN DEVELOPMENT HOLDINGS LTD., 18 ON 18 DEVELOPMENTS LTD., 1 INTRODUCTION 1.1 The Initial Order under the Companies Creditors Arrangement Act ( CCAA ) was made on March 25, Under the Initial Order, PricewaterhouseCoopers Inc. ( PwC or the Monitor ) was appointed Monitor. 1.2 The Monitor has previously filed seven reports with the Court with respect to the CCAA filing of Bear Mountain. The last report was dated February 23, This report represents the Monitor s Eighth Report. The purpose of this report is to inform the Court of the Monitor s recommendation on an extension of the stay of proceedings being requested by the Petitioner. 2 BACKGROUND OF THE CCAA PROCEEDINGS 2.1 Full details of the CCAA proceedings are set out in Appendix A. 2.2 The Monitor has set up a web-site at It is the intention of the Monitor that all materials filed with this Court by the Chief Restructuring Officer (the CRO ), the Petitioner, or the Monitor related to this CCAA proceeding will be made available to creditors and other interested parties in an electronic format. In addition, the Monitor will make regular updates to the web-site to keep creditors and interested parties updated. 3 EXTENSION OF THE STAY OF PROCEEDINGS 3.1 The Monitor has reviewed Robert Elliott Affidavit #8 dated August 22, 2011 (the Elliott Affidavit ) and is aware that there are 7 unsold units in the Finlayson Reach development. 1

4 BEAR MOUNTAIN MASTER PARTNERSHIP, BEAR MOUNTAIN DEVELOPMENT HOLDINGS LTD., 18 ON 18 DEVELOPMENTS LTD., 3.2 The Monitor is also aware that in order for the 7 unsold units to be saleable, and for Bear Mountain to be able market the units, it is necessary for the 7 unsold units to retain new home warranty coverage under the current new home warranty policy. 3.3 The Monitor understands from its review of the Elliott Affidavit that in order to ensure that the 7 unsold units retain new home warranty coverage, and can be marketed and sold in the ordinary course and without delay, it is necessary for the Builder Agreement between Bear Mountain Master Partnership and Travelers Guarantee Company of Canada ( Travelers ) to remain in effect. In order to ensure the Builder Agreement remains in effect, and is not terminated or not renewed by Travelers, it is necessary for the CCAA stay of proceedings to continue. 3.4 Although the remaining units of Finlayson Reach were not comprised in the Plan and vested in Newco, it was generally envisaged that they would simply be sold in the ordinary course during the CCAA so such vesting was not necessary. As sale of these units is the only outstanding issue left to be dealt with in the CCAA, the Monitor would like to see the remaining units sold as soon as possible. 3.5 The Monitor is satisfied that the Petitioner and the Company have acted and continue to act in good faith and with due diligence in these proceedings. 3.6 The Monitor understands that the Petitioner will be requesting a six-month extension of the CCAA stay of proceedings to February 24, For the reasons set out above, the Monitor supports the Petitioner s request for an extension of the stay of proceedings. 2

5 BEAR MOUNTAIN MASTER PARTNERSHIP, BEAR MOUNTAIN DEVELOPMENT HOLDINGS LTD., 18 ON 18 DEVELOPMENTS LTD., This report is respectfully submitted this 22 nd day of August PricewaterhouseCoopers Inc. Court Appointed Monitor of Bear Mountain Master Partnership, Bear Mountain Development Holdings Ltd., 18 on 18 Developments Ltd. and Bear Mountain Resort Management Corp. Michael J. Vermette Senior Vice President Christopher A.M. Stocco Vice President 3

6 APPENDIX A BACKGROUND OF THE CCAA PROCEEDINGS

7 Appendix A BACKGROUND OF THE CCAA PROCEEDINGS 1. Details related to Bear Mountain Master Partnership, Bear Mountain Development Holdings Ltd., 18 On 18 Developments Ltd., and Bear Mountain Resort Management Corp. (collectively referred to as Bear Mountain or the Company ) and the CCAA filing are set out in the Petition filed by Petitioner on March 25, Pursuant to the Initial Order, the comeback hearing was set for April 22, 2010 and a stay of proceedings was imposed until that date. 3. In a separate Order also made on March 25, 2010 (the CRO Order ), Prowis Inc. was appointed Chief Restructuring Officer (the CRO ) of Bear Mountain. 4. In a separate Order also made on March 25, 2010 (the Romspen Order ), the Court ordered that sections 16, 17, 18, 19, 25, 33, 35,36, 37 and 39 of the Initial Order and sections 18 or 21 of the CRO Order do not apply to Romspen. 5. In a separate Order also made on March 25, 2010 (the CareVest Order ), the Court ordered that nothing in the Initial Order or the CRO Order applies to CareVest. 6. On April 22, 2010, the Court approved an order setting out the creditor claims process (the Claims Process Order ) which among other things set a Claims Bar Date for May 28, 2010 for all creditors save and except those creditors who claims arise from the termination of an executory contract. The aforementioned creditors have seven days from the effective date of termination of their contract(s) to file a claim with the Monitor. Under that same Order, the Court extended the stay of proceedings until May 20, On May 20, 2010, the Court approved an Order amending the CRO Order of March 25, 2010 to allow the CRO make payments, up to an aggregate of $1 million, to certain pre-filing creditors deemed critical to the ongoing operations of Bear Mountain. The Order further pronounced that claims of these creditors would be assigned to HSBC. In a separate Order of that same date, the Court extended the stay of proceedings to June 30, On June 21, 2010, the Court approved the sale of the Smythe Street condominium. Mr. Barrie s investment in the condominium was paid into Court until a determination of the validity of security interests can be made. Page 1 of 2

8 Appendix A BACKGROUND OF THE CCAA PROCEEDINGS 9. On June 21-22, 2010, Bear Mountain hosted the TELUS World Skins Game. 10. On July 5, 2010, the Court approved the filing of a Consolidated Plan of Arrangement and extended the Stay of Proceedings to midnight on September 30, On August 3, 2010, the Court dismissed the July 20, 2010 application of Turner Lane Developments Corp., which was heard on July 23, On September 3, 2010, the Monitor called a Meeting of Creditors for September 21, 2010 and sent a notice of the Meeting to all creditors who filed a claim. 13. On September 9, 2010, the Court heard arguments from Canada Revenue Agency ( CRA ) and HSBC regarding the deemed trust claims of CRA and the application of HSBC to permit the CRO to assign Bear Mountain into bankruptcy. 14. On September 17, 2010, the Court approved the motion of HSBC to permit the CRO to assign Bear Mountain into bankruptcy. 15. The Court did not grant CRA s motion to amend the Initial Order such that the Initial Order or the stay proceedings did not apply against CRA for its deemed trust amounts nor did it grant CRA s motion for payment of the deemed trust amounts by HSBC. 16. The Meeting of Creditors was held on September 21, 2010 in Victoria, B.C. 17. On November 5, 2010, the Court approved the Plan and the vesting of certain assets of Bear Mountain to a wholly owned subsidiary of HSBC Bank Canada. 18. On December 23, 2010, the Monitor made the Initial Distribution to the proven General Creditors as required under the Plan. 19. PwC, in its capacity as Monitor, has filed seven reports with the Court with respect to the CCAA proceedings. The most recent report was dated February 23, Capitalized terms not defined in this Report are as defined in the Initial Order and Monitor s previous reports. Page 2 of 2