ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST ROMSPEN INVESTMENT CORPORATION. - and -

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1 Court File No. CV CL B E T W E E N ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST ROMSPEN INVESTMENT CORPORATION Applicant - and - EDGEWORTH PROPERTIES - DERRICK VIEW ESTATES INC., ALBERTA LTD., EDGEWORTH PROPERTIES - HEARTLAND RIDGE INC., EDGEWORTH PROPERTIES - SOUTHPOINT LANDING INC., EDGEWORTH PLACE AT SPRUCE RIDGE DRIVE INC. EDGEWORTH PROPERTIES CREEKSIDE ESTATES INC., EDGEWORTH PLACE AT HEARTLAND INC., EDGEWORTH PROPERTIES WOLF CREEK ESTATES INC., EDGEWORTH ESTATES AT MANNING DRIVE PHASE I INC., EDGEWORTH PROPERTIES ELLERSLIE RIDGE INC., ALBERTA LTD., DERRICK VIEW ESTATES PHASE II INC., ALBERTA LTD., EDGEWORTH PROPERTIES - JASPER RIDGE ESTATES INC., EDGEWORTH PROPERTIES - ESTATES AT THOMPSON LAKE INC., EDGEWORTH PROPERTIES ESTATES AT THOMPSON LAKE (PHASE 2) INC. Respondents NOTICE OF MOTION (returnable May 6, 2014) MNP Inc., in its capacity as court-appointed receiver (the Receiver ) of the real properties listed at Schedule A and the related personal property of the Respondents (collectively, the Receivership Properties ), will make a motion to Madam Justice Thorburn on Tuesday, May 6, 2014, at 4:30 p.m. or as soon after that time as the motion can be heard, at 330 University Avenue, Toronto. PROPOSED METHOD OF HEARING: The motion is to be heard: X in writing under subrule (1) because it is on consent or unopposed or made without notice; in writing as an opposed motion under subrule (4); orally.

2 - 2 - THE MOTION IS FOR: (a) If necessary, an Order abridging and validating the time and method of service of the notice of motion, the motion record and the Eleventh Report of the Receiver dated April 30, 2014 ( Eleventh Report ) so that this motion is properly returnable and further service is dispensed with; (b) An Order substantially in the form attached hereto as Schedule A: (i) (ii) (iii) (iv) (v) (vi) (vii) vesting all right, title and interest of Edgeworth Place at Spruce Ridge Drive Inc. ( Spruce Ridge ) in the Purchased Assets described in the Agreement of Purchase and Sale dated February 21, 2014 (the Stalking Horse APS ) entered into between Platinum Homes Corporation (the Stalking Horse Bidder ), amended pursuant to the terms of a Waiver and Amending Agreement dated March 14, 2014, and further amended pursuant to an Amending Agreement dated April 28, 2014, free and clear of encumbrances and other charges and security interests as described in the Stalking Horse APS (the Stalking Horse Transaction ); authorizing the Receiver to complete the Stalking Horse Transaction, and thereafter to file the Receiver s Certificate; authorizing the Receiver to return the deposit (the Deposit ) of the initial bulk sale purchaser (the Initial Purchaser ); approving the Eleventh Report and the activities of the Receiver outlined therein; approving the Receiver s statement of receipts and disbursements; approving the fees and disbursements of the Receiver and its counsel; subject to further order of this Court, authorizing and directing the Receiver to: (A) make a distribution to Romspen Investment Corporation ( Romspen ) of the net sale proceeds arising from the Stalking

3 - 3 - Horse Transaction up to the amount of the indebtedness owing to Romspen, including amounts due for Receiver s Certificates (collectively, the Romspen Debt ); and (B) subject to appropriate reserves being maintained by the Receiver, distribute any surplus amounts, to the Monitor in the proceedings commenced under the Companies Creditors Arrangement Act (Court File No. CV CL). (c) Such further and other relief as to this Honourable Court may seem just. THE GROUNDS FOR THE MOTION ARE: (a) (b) (c) (d) On November 10, 2011, the Receiver was appointed as court-appointed Receiver of the Receivership Properties pursuant to the Order of Mr. Justice Campbell of the Ontario Superior Court of Justice (the Appointment Order ); Following its completion of remediation work with respect to the interior and common areas and the exterior building envelope, the Receiver, pursuant to the order of Mr. Justice Campbell dated June 12, 2013, was authorized to list and sell each of the remaining condominium units located within the Spruce Ridge condominium with a local realtor; As previously reported to this Court, the Receiver received and accepted an unsolicited conditional offer to purchase (the Offer ) all of the remaining unsold condominium units in the Spruce Ridge condominium. The Offer (the Stalking Horse APS ) was conditional upon court approval and a stalking horse sale process being conducted by the Receiver. Pursuant to the order of Madam Justice Thorburn dated March 28, 2014 (the Sales Process Order ), approved the Stalking Horse APS and approved the Receiver s proposed Stalking Horse Sale Process (the Sale Process ); Pursuant to the Sale Process Order, the Receiver commenced the Sale Process, including the placement of advertisements in various newspapers, notifying potential buyers, distributing a confidential information memorandum and establishing a data room;

4 - 4 - (e) The deadline for the submission of bids under the Sale Process was April 17, 2014 (the Bid Deadline ); (f) (g) (h) (i) On the Bid Deadline, the Receiver received a Qualified Bid ; The Sale Process provides that if the Receiver receives a Qualified Bid, the Receiver may invite the bidders to participate in an auction (the Auction ); With the consent of the Stalking Horse Bidder and the Qualified Bidder, the Auction was held on April 24, The bid submitted by the Stalking Horse Bidder in the amount of $12.2 million was ultimately selected as the Successful Bid under the Sale Process; Accordingly, the Receiver is seeking an order vesting the Purchased Assets in the Stalking Horse Bidder in the form attached to as Schedule A; Distribution to Romspen (j) (k) (l) The Receiver expects that the net sale proceeds from the sale of the Spruce Ridge condominium units will extinguish the Romspen Debt. According to a Statement of Account dated April 15, 2014 provided to the Receiver by Romspen, the remaining Romspen Debt is approximately $8.9 million; The Respondents and the Monitor are currently reviewing Rompsen s application of sale proceeds realized through these Receivership proceedings and Romspen s foreclosure proceedings in Alberta. They have expressed a preliminary concern with the manner in which Romspen applied the sale proceeds to its mortgaged debt as opposed to the Receiver s borrowings under Receiver s certificates; To stop the accrual of interest under Romspen s security at the expense of the various stakeholders, the Receiver will be seeking an order authorizing it to make a distribution to Romspen of the net sale proceeds arising from the Spruce Ridge Transaction to the amount of the Romspen Debt, subject to any reserve ordered by the Court to address the concerns raised by Romspen, the Respondents and the Monitor. To that end, the parties will be seeking to

5 - 5 - schedule a motion to make submissions on this issue prior to the closing of the Stalking Horse Transaction; (m) (n) (o) (p) (q) (r) (s) In addition to the proposed distribution to Romspen, subject to a reserve proposed by the Receiver, the Receiver seeks an order authorizing it to distribute any surplus amounts realized by the Receiver to the Monitor in the proceedings commenced under the Companies Creditors Arrangement Act (Court File No. CV CL); The remaining items to be resolved by the Receiver in these proceedings include the recovery of GST/HST and security deposits held by Town of Camrose and Town of Redwater and the disposition of the deposit paid by the original bulk sale purchaser. The issues surrounding the production of trust ledgers and other documents from Davis LLP, the Respondents former lawyers, and its claim for set-off against funds held in its trust account have been resolved. As previously reported, the Receiver terminated a bulk sale agreement dated September 24, 2013 (the Bulk Sale APS ) previously entered into between the Receiver and the Initial Purchaser in due to the failure of the Initial Purchaser to waive the due diligence condition and pay the final deposit required under the Bulk Sale APS. The Receiver retained the Deposit paid by the Initial Purchaser pending the outcome of the Sale Process. As the Sale Process has been completed, the Receiver is seeking authorization to return the Deposit to the Initial Purchaser; The Receiver has carried out its duties and responsibilities in accordance with the Appointment Order as set out in the Eleventh Report. Accordingly, the Receiver seeks court approval of the Eleventh Report, its receipts and disbursements and its accounts (and those of its counsel) for the period from October 2013 to March 2014; Section 100 of the Courts of Justice Act, R.S.O. 1990, c.c43, as amended; Rules 1.04, 1.05, 37 and 39 of the Rules of Civil Procedure; Such further and other grounds as to this Honourable Court may seem just.

6 - 6 - motion: THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the (t) (u) April 28, 2014 The Eleventh Report of the Receiver dated April 30, 2014; and Such further and other materials as counsel may advise and this Honourable Court may permit. MILLER THOMSON LLP Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1 Craig A. Mills LSUC#: 40947B Tel: Fax: Lawyers for MNP Ltd., in its capacity as courtappointed receiver of real property and related personal property of the Receivership Properties TO: SEE ATTACHED SERVICE LIST

7 Romspen Investment Corporation Applicant -and - Edgeworth Properties Derrick View Estates et al Respondents Court File No: CV CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Proceeding commenced at Toronto NOTICE OF MOTION (RETURNABLE MAY 6, 2014) MILLER THOMSON LLP SCOTIA PLAZA 40 KING STREET WEST, SUITE 5800 P.O. BOX 1011 TORONTO, ON CANADA M5H 3S1 Craig A. Mills LSUC#: 40947B Tel: Fax: Lawyers for MNP Ltd., the court appointed receiver of the real property and related personal property of the Respondents