motion record - kpmg€¦ · court file no. cv-16-11318-00cl ontario superior court of justice...

Court File No. CV-16-11318-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

BETWEEN:

ROYAL BANK OF CANADA

- and -Applicant

ACCULINK FENCE & WIRE INC.Respondents

IN THE MATTER OF AN APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND

INSOLVENCY ACT, R.S.C. 1985 c. B-3 AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.0.1990, c. 43

MOTION RECORD(Returnable June 2, 2016)

May 18, 2016 AIRD & BERLIS LLPBarristers and Solicitors BCE Place, Suite 1800 Box 754, 181 Bay Street Toronto, Ontario M5J 2T9

Sanjeev Mitra - LSUC # 37934 U

Tel: 416.863.1500Fax: 416.863.1515

Solicitors for KPMG Inc.

TO THE ATTACHED SERVICE LIST

SERVICE LIST

TO: AIRD & BERLIS LLPBrookfield Place 181 Bay St Suite 1800 Box 754 Toronto, ON M5J 2T9

Sanjeev MitraTel: (416) 865-3085 Fax: (416) 863-1515 Email: [email protected]

Lawyers for the Proposed Receiver

AND TO: CHAITONS LLP5000 Yonge Street, 10th Floor Toronto, ON M2N 7E9

Harvey ChaitonTel: (416)218-1129Fax: (416)218-1866 Email: Harvev@,chaitons.com

Lawyers for Acculink Fence & Wire Inc., Roma Fence Limited, Bram-west Holdings Inc., Carat Properties Inc., Duracrete Fence Products Inc. and Tony Marra

AND TO: KPMG INC.21 King Street West, Suite 700 Hamilton, ON L8P 4 W7

Brad NewtonTel: (905) 523-2202 Fax: (905) 523-2200 Email: [email protected]

Proposed Receiver

mailto:[email protected]


AND TO:

AND TO:

AND TO:

DICKINSON WRIGHT LLP199 Bay StreetSuite 2200 Commerce Court West Toronto, ON M5L 1G4

John LeslieTel: (416) 646-3801Fax: (416) 865-1398Email: i leslie@,dickinsonwright. com

Lisa S. CorneTel: (416) 646.4608Fax: (416) 865-1398Email: [email protected]

Lawyers for Royal Bank of Canada

DEPARTMENT OF JUSTICEThe Exchange Tower130 King Street West, Suite 3400Toronto, ON M5X 1K6

Diane WintersTel: (416) 973-3172Fax: (416) 973-0810Email: diane.wintersaiustice.gc.ca

MINISTRY OF FINANCE (ONTARIO)Legal Services Branch 11-777 Bay Street Toronto, ON M5G 2C8

Kevin J. O'HaraTel: 416-327-8463Fax: 416-325-1460Email: [email protected]



AND TO: ROYNAT INC.40 King Street West, 26th Floor Toronto, ON M5H 1H1

Walter AmorinTel: (416) 933-2678 Email: amorninw®,rovnat.com

Bill HukTel: (416) 229-4356 Email: hukbfa),rovnat.com

AND TO: CANADA REVENUE AGENCY 1 Front Street West Toronto, ON M5J 2X6

Tel: (416) 954-4037Fax: (416) 952-8726

AND TO: TRAVELERS FINANCIAL (ALBERTA) CORPORATION210 2880 Glenmore Trail Calgary, Alberta T2C 2E7

AND TO: CANADIAN WESTERN BANK210 2880 Glenmore Trail Calgary, Alberta T2C 2E7

26007534.1



COMMERCIAL LIST

BETWEEN:


Applicant

- and -

ACCULINK FENCE & WIRE INC.

Respondents



MOTION RECORD INDEX

Tab

1.

A.

B.

C.

D.

Documents

Notice of Motion

Approval & Vesting Order

Receivership Discharge Order

Blackline to Model Vesting Order

Blackline to Model Discharge Order

Receiver’s First Report

Appendices to the First Report

A Certificate of Filing a Notice of Intention to Make a Proposal

B Acculink Equipment Appraisal

C Proposal Trustee’s First Court Report dated November 2, 2015 and Court Order dated November 5, 2015

D Proposal Trustee’s Second Court Report dated December 16, 2015 and Court Order dated December 18, 2015

E Proposal Trustee’s Third Court Report dated January 28, 2016 and Court Order dated February 2, 2016

F Royal Bank of Canada Security Opinion

G Anthony Marra Security Opinion

H Appointment Order

I Target Listing of Potential Purchasers

J Form of Advertisement of Assets Offered for Sale

K Teaser Letter

L Confidentiality Agreement

M Summary of Sales Process Results

N Roma Asset Purchase Agreement

O Affidavit of Brad Newton dated May 2,2016

P Affidavit of Jeremy Nemers dated May 4, 2016

Q Receiver’s Statement of Receipts and Disbursements as at May 2, 2016

R PPSA search as at April 21, 2016

S Affidavit of Christina Marra dated October 30, 2015

Schedule I

Confidential Summary of Offers Received Subject to a Sealing Order



COMMERCIAL LIST

BETWEEN:


- and -

Applicant


Respondent

NOTICE OF MOTION(returnable June 2, 2016)

KPMG Inc. (“KPMG”), in its capacity as the Court-appointed receiver (in such capacity,

the “Receiver”), without security, of all the assets, undertakings and properties of Acculink

Fence & Wire Inc. (the “Debtor”), will make a motion to a judge presiding over the Commercial

List on Thursday, June 2, 2016 at 10:00 a.m., or as soon after that time as the motion can be

heard, at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

THE MOTION IS FOR an Order, including, among other things:

(a) if necessary, abridging the time for service and filing of this notice of motion and

the motion record or, in the alternative, dispensing with same;

(b) approving the First Report of the Receiver, including the confidential schedule

thereto (the “Confidential Schedule”), dated May 5, 2016 (collectively, the

“First Report”) and approving the actions of the Receiver described therein;

2

(c) approving the agreement of purchase and sale between the Receiver, as vendor,

and Roma Fence Limited (the “Purchaser”), as purchaser, dated April 28, 2016

(the “Sale Agreement”), and authorizing the Receiver to complete the transaction

contemplated thereby (the “Transaction”);

(d) vesting in the Purchaser all the Debtor’s right, title and interest in and to the

“Purchased Assets” (as defined in the Sale Agreement), free and clear of any

claims and encumbrances;

(e) sealing the Confidential Schedule until completion of the Transaction or further

Order of this Court;

(f) approving the Receiver’s statement of receipts and disbursements as appended to

the First Report;

(g) approving the fees and disbursements of the Receiver and its counsel, including

an accrual for fees and disbursements to be incurred to the completion of these

proceedings;

(h) authorizing and directing the Receiver to make a distribution to creditors in

accordance with the Proposed Distribution as defined in the First Report;

(i) effective upon the filing of a certificate by the Receiver certifying that all

outstanding matters to be attended to in connection with the receivership of the

Debtor have been completed to the satisfaction of the Receiver, discharging

KPMG as the Receiver and releasing KPMG from any and all liability that

KPMG has or may hereafter have by reason of, or in any way arising from, the

acts or omissions of KPMG while acting in its capacity as the Receiver; and

0 such further and other relief as counsel may advise and this Court may permit.

3

THE GROUNDS FOR THE MOTION ARE:

(a) pursuant to the Receivership Order, KPMG was appointed as the Receiver,

without security, of all the assets, undertakings and properties of the Debtor (the

“Property”);

(b) the Receiver has filed with the Court its First Report outlining, amongst others

things: (i) the actions of the Receiver since its appointment pursuant to the

Receivership Order; (ii) the Transaction; (iii) the Proposed Distribution; and (iv)

the professional fees and disbursements of the Receiver and its counsel;

(c) pursuant to the Receivership Order, the Receiver is authorized to market any or all

of the Property, including advertising and soliciting offers in respect of the

Property or any part or parts thereof and negotiating such terms and conditions of

sale as the Receiver in its discretion may deem appropriate (collectively, the “Sale

Process”);

(d) the Sale Process has been a fair and reasonable process, which has culminated in

the Sale Agreement;

(e) the purchase price contemplated by the Sale Agreement represents the highest and

best offer for the Purchased Assets that was received pursuant to the Sale Process,

and the consideration to be received for the Purchased Assets is reasonable and

fair;

(f) the Receiver considers the terms of the Sale Agreement to be reasonable in the

circumstances;

(g) the Sale Agreement contemplates that the Receiver will complete the Transaction

and that the Purchased Assets will be vested in the Purchaser;

4

(h) a sealing order is required because the Confidential Schedule contains certain

commercially-sensitive information, the release of which could prejudice the

Debtor’s stakeholders, particularly if the Transaction were not to close;

(i) the Debtor is indebted to and has provided security in favour of Royal Bank of

Canada (“RBC”), and the Receiver has obtained an independent legal opinion

from Aird & Berlis LLP confirming the validity and enforceability of the security

granted by the Debtor in favour of RBC;

(j) the Receiver is not aware of any arrears of source deductions and has requested

that Canada Revenue Agency perform an audit of the Debtor’s source deduction

account, and, in accordance with the Proposed Distribution, distribution to RBC

will not occur until the amount of the priority claim for outstanding source

deductions, if any, is paid;

(k) the Sale Agreement only contemplates the payment of secured claims, such that

there will be no funds available to make a distribution to the Debtor’s unsecured

creditors;

(l) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses

in their capacity as the Receiver and counsel thereto, respectively, which fees and

expenses require the approval of this Court pursuant to the Receivership Order;

(m) the Receivership Order authorizes the Receiver to pass its accounts from time to

time, and to include any necessary solicitor fees and disbursements in the passing

of the accounts;

(n) the administration of the receivership of the Debtor is substantially complete and

will come to an end once the proceeds realized by the Receiver are distributed;

(o) the other grounds set out in the First Report;

(p) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended;

5

(q) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(r) rules 1.04, 2.03, 3.02, 30, 37 and 41.06 of the Rules of Civil Procedure, R.R.O.

1990, Reg. 194, as amended; and

(s) such further and other grounds as counsel may advise and this Court may permit.

2. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

(a) the First Report;

(b) the affidavit of Brad Newton sworn May 2, 2016;

(c) the affidavit of Jeremy Nemers sworn May 4, 2016; and

(d) such further and other material as counsel may submit and this Court may permit.

Date: May 18, 2016 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Sanjeev P.R. Mitra (LSUC # 37934U) Tel: (416) 865-3085 Fax: (416) 863-1515 Email: [email protected]

Jeremy Nemers (LSUC # 66410Q)Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]

TO: ATTACHED SERVICE LIST

Lawyers for KPMG Inc., in its capacity as the Receiver



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COMMERCIAL LIST

THE HONOURABLE ) THURSDAY, THE 2ND DAY

)JUSTICE ) OF JUNE, 2016


Applicant

- and -


Respondent

APPROVAL AND VESTING ORDER

THIS MOTION, made by KPMG Inc. (“KPMG”), in its capacity as the Court-

appointed receiver (in such capacity, the “Receiver”), without security, of all of the assets,

undertakings and properties of Acculink Fence & Wire Inc. (the “Debtor”), for an order,

amongst other things approving the sale transaction (the “Transaction”) contemplated by an

agreement of purchase and sale between the Receiver, as vendor, and Roma Fence Limited (the

“Purchaser”), as purchaser, dated April 28, 2016 (the “Sale Agreement”), a copy of which is

attached as Appendix “N” to the First Report of the Receiver dated May 5, 2016 (the “First

Report”), and vesting in the Purchaser all the Debtor’s right, title and interest in and to the

-2-

property described as the “Purchased Assets” in the Sale Agreement (the “Purchased Assets”),

was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the First Report and appendices thereto, and on hearing the submissions

of counsel for the Receiver and such other counsel as were present, no one appearing for any

other person on the service list, although properly served as appears from the affidavit of

Christine Doyle sworn May <"*>", 2016, filed,

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,

and the execution of the Sale Agreement by the Receiver is hereby authorized and approved,

with such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary or desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s

certificate to the Purchaser substantially in the form attached as Schedule “A” hereto (the

“Receiver’s Certificate”), all the Debtor’s right, title and interest in and to the Purchased Assets

described in the Sale Agreement shall vest absolutely in the Purchaser, or as it may direct, free

and clear of and from any and all security interests (whether contractual, statutory, or otherwise),

hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise),

liens, executions, levies, charges, or other financial or monetary claims, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, the “Claims”), including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the Honourable Justice Conway dated March

-3

21, 2016; and (ii) all charges, security interests or claims evidenced by registrations pursuant to

the Personal Property Security Act (Ontario) or any other personal property registry system.

3. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver’s Certificate all

Claims shall attach to the net proceeds from the sale of the Purchased Assets with the same

priority as they had with respect to the Purchased Assets immediately prior to the sale, as if the

Purchased Assets had not been sold and remained in the possession or control of the person

having that possession or control immediately prior to the sale.

4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver’s Certificate, forthwith after delivery thereof.

5. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver is authorized and permitted

to disclose and transfer to the Purchaser all human resources and payroll information in the

Receiver’s records pertaining to the Debtor’s past employees. 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 by the Debtor. .

6. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

-4-

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor,

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy appointed in respect of the Debtor and shall not be void or voidable by

creditors of the Debtor, nor shall it constitute nor be deemed to be a fraudulent preference,

assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under

the Bankruptcy and Insolvency Act (Canada) 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.

7. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

8. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its 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 Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

Schedule “A” - Form of Receiver’s Certificate



COMMERCIAL LIST

BETWEEN:


Applicant

- and -


Respondent

RECITALS

RECEIVER’S CERTIFICATE

I. Pursuant to an Order of the Honourable Justice Conway of the Ontario Superior Court of

Justice (Commercial List) (the “Court”) dated March 21, 2016, KPMG Inc. (“KPMG”) was

appointed as the receiver (in such capacity, the “Receiver”), without security, of all of the assets,

undertakings and properties of Acculink Fence & Wire Inc. (the “Debtor”).

II. Pursuant to an Order of the Court dated June 2, 2016, the Court approved the agreement

of purchase and sale between the Receiver, as vendor, and Roma Fence Limited (the

“Purchaser”), as purchaser, dated April 28, 2016 (the “Sale Agreement”), and provided for the

vesting in the Purchaser of all the Debtor’s right, title and interest in and to the Purchased Assets

(as defined in the Sale Agreement), which vesting is to be effective with respect to the Purchased

Assets upon the delivery by the Receiver to the Purchaser of a certificate confirming: (i) the

payment by the Purchaser of the purchase price for the Purchased Assets; (ii) that the conditions

to closing as set out in the Sale Agreement have been satisfied or waived by the Receiver and the

Purchaser; and (iii) the transaction has been completed to the satisfaction of the Receiver.

III. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the purchase price for the

Purchased Assets payable on the closing date pursuant to the Sale Agreement;

2. The conditions to closing as set out in the Sale Agreement have been satisfied or waived

by the Receiver and the Purchaser;

3. The Transaction has been completed to the satisfaction of the Receiver; and

4. This Certificate was delivered by the Receiver at ______________ [TIME] on

________________ [DATE],

KPMG INC., solely in its capacity as the Court- appointed receiver of all the assets, undertakings and properties of Acculink Fence & Wire Inc.

Per:Name:Title:

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COMMERCIAL LIST

THE HONOURABLE ) THURSDAY, THE 2ND DAY

)JUSTICE ) OF JUNE, 2016


- and -

Applicant


Respondent

DISCHARGE ORDER

THIS MOTION, made by KPMG Inc. (“KPMG”), in its capacity as the Court-

appointed receiver (in such capacity, the “Receiver”), without security, of all of the assets,

undertakings and properties of Acculink Fence & Wire Inc. (the “Debtor”), for an order,

amongst other things: (i) approving the First Report of the Receiver, including the confidential

schedule thereto (the “Confidential Schedule”), dated May 5, 2016 (collectively, the “First

Report”) and the actions of the Receiver set out therein; (ii) sealing the Confidential Schedule

until completion of the sale transaction (the “Transaction”) contemplated by the agreement of

purchase and sale between the Receiver, as vendor, and Roma Fence Limited, as purchaser,

dated April 28, 2016 (the “Sale Agreement”), a copy of which Sale Agreement is attached as

Appendix “N” to the First Report, or until further Order of the Court; (iii) approving the fees and

2

disbursements of the Receiver and its counsel; (iv) authorizing and directing the Receiver to

implement the Proposed Distribution (as defined in the First Report); (v) discharging KPMG as

the Receiver of the assets, undertakings and properties of the Debtor effective upon the filing of

a certificate by the Receiver certifying that all Outstanding Matters defined in the First Report

have been completed to the satisfaction of the Receiver, in substantially the form attached hereto

as Schedule “A” (the “Discharge Certificate”); and (vi) releasing KPMG from any and all

liability, as set out in paragraph 8 of this Order, was heard this day at 330 University Avenue,

Toronto, Ontario.

ON READING the First Report and the appendices thereto, including, without

limitation, the affidavit of Brad Newton sworn May 2, 2016 and the affidavit of Jeremy Nemers

sworn May 4, 2016, and on hearing the submissions of counsel for the Receiver, no one

appearing for any other person on the service list, although properly served as appears from the

affidavit of Christine Doyle sworn May 2016, filed,

1. THIS COURT ORDERS that the time for service and filing of the notice of motion and

the motion record is hereby abridged and validated so that this motion is properly returnable

today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS that the First Report be and is hereby approved and the actions

of the Receiver described therein be and are hereby approved.

3. THIS COURT ORDERS that the Confidential Schedule be and is hereby sealed until

completion of the Transaction or further Order of the Court.

4. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to

implement the Proposed Distribution.

3

5. THIS COURT ORDERS that the fees and disbursements of the Receiver and its

counsel, together with the Reserve (as defined in the First Report), be and are hereby approved.

6. THIS COURT ORDERS that the Receiver’s Statement of Receipts and Disbursements,

as appended to the First Report, be and is hereby approved.

7. THIS COURT ORDERS that, upon the Receiver filing the Discharge Certificate, the

Receiver shall be discharged as Receiver of the assets, undertakings and properties of the Debtor,

provided however that notwithstanding its discharge herein: (a) the Receiver shall remain

Receiver for the performance of such incidental duties as may be required to complete the

administration of the receivership herein; and (b) the Receiver shall continue to have the benefit

of the provisions of all Orders made in this proceeding, including all approvals, protections and

stays of proceedings in favour of KPMG, in its capacity as the Receiver.

8. THIS COURT ORDERS AND DECLARES that, upon the Receiver filing the Discharge

Certificate, KPMG is hereby released and discharged from any and all liability that KPMG now

has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of

KPMG while acting in its capacity as the Receiver herein, save and except for any gross

negligence or wilful misconduct on the Receiver’s part. Without limiting the generality of the

foregoing, KPMG is hereby forever released and discharged from any and all liability relating to

matters that were raised, or which could have been raised, in the within receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receiver’s part.

SCHEDULE“A”



COMMERCIAL LIST

BETWEEN:


Applicant

- and -


RECEIVER’S DISCHARGE CERTIFICATE

Respondent

RECITALS

(A) Pursuant to an Order of the Honourable Justice Conway of the Ontario Superior Court of

Justice (Commercial List) (the “Court”) dated March 21, 2016, KPMG Inc. (“KPMG”) was

appointed as receiver (in such capacity, the “Receiver”), without security, of all the assets,

undertakings and properties of Acculink Fence & Wire Inc. (the “Debtor”).

(B) Pursuant to an Order of the Court dated June 2, 2016 (the “Discharge Order”), KPMG

was discharged as the Receiver of all the assets, undertakings and properties of the Debtor to be

effective upon the filing by the Receiver with the Court of a certificate confirming that all

Outstanding Matters defined in the First Report have been completed to the satisfaction of the

Receiver, provided, however, that notwithstanding its discharge: (a) the Receiver will remain the


2

administration of the receivership; and (b) the Receiver will continue to have the benefit of the

provisions of all Orders made in this proceeding, including all approvals, protections and stays of

proceedings in favour of KPMG, in its capacity as the Receiver.

(C) Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Discharge Order.


1. all matters to be attended to in connection with the receivership of the Debtor have been

completed to the satisfaction of the Receiver; and

2. this Certificate was filed by the Receiver with the Court on the _____ day of

________________ , 2016.

KPMG INC., solely in its capacity as the Court- appointed receiver and manager of all the assets, undertakings and properties of Acculink Fence & Wire Inc., and not in its personal capacity

Per:Name:Title:

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THF. HONOTIR ART ,F,

JUSTICE

Court File No.-------------- CV-16-11318-OOCT.


COMMERCIAL LIST

) THURSDAY. THE 2ND DAY

)) OF JT INF,. 2016

JUST4CE--------

WEEKDAY, THE-#

BET-W-E-F-Nt

PLA1N-T-IFF


Plaintiff

Applicant

- and —

ACCIII INK FENCE & WIRE TNC.

Respondent

APPROVAL AND VESTING ORDER

. 2jz

THIS MOTION, made by [RECEIVER^NAMBIKPMO Inc. (“KPMGU. in its

capacity as the Court-appointed receiver tin such capacity, the -“Receiver^”'). without security.

of all of the undertaking- proper-ty-and-assets of [DEBTQR-l-f-th-e-^assets. undertakings and

properties of Acculink Fence & Wire Tnc. (the “Dehtor-’T for an order, amongst other things

approving the sale transaction (the -“Transaction-”) contemplated by an agreement of purchase

and sale (the "Sale—-Agreement") between the Receiver, as vendor, and [NAME OF

the“Purchaser”i. as purchaser, dated April 28. 2016 tthe “Sale Agreement”! a copy of which

is attached as Appendix “N” to the First Report of the Receiver dated fBA-F-EjMay 5. 2016 (the

-“First Report-”), and vesting in the Purchaser all the Debtor’s right, title and interest in and to

the ussampropeitv described as the “Purchased Assets” in the Sale Agreement (the -“Purchased

Assets-”), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the First Report and appendices thereto, and on hearing the submissions

of counsel for the Receiver--{NAMBS OF OTHER PARTIES-APPEARING] and such other

counsel as were present, no one appearing for any other person on the service list, although

properly served as appears from the affidavit of [NAMRj-Christine Dovle sworn [DAT-E-}Mav

2016. filedV.

fThis model order assumes tha^the-thne-for-service does not need to-be abridged. The motion seeking a vesting order- should be served on all persons having an economic interest in the Purehased-Assets;-unless circumstances warrant a different approach. Counsel should consider attaching the affid&vk-of service to this Order.

e0GSTORr43O+935U-+

= 3^

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,s

and the execution of the Sale Agreement by the Receiver* is hereby authorized and approved,

with such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary or desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s

certificate to the Purchaser substantially in the form attached as Schedule hereto (the

-“Receiver's Certificate-”), all ef-the Debtors right, title and interest in and to the Purchased

Assets described in the Sale Agreement [and listed on Schedule B hereto]4 shall vest absolutely

in the Purchaser, or as it mav direct, free and clear of and from any and all security interests

(whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts

(whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial

or monetary claims, whether or not they have attached or been perfected, registered or filed and

whether secured, unsecured or otherwise (collectively, the -“Claims-4*”)* including, without

limiting the generality of the foregoing: (i) any encumbrances or charges created by the Order of

- In some cases, notafely-where this Ol der may-be relied upon for proceedings in the United States, a-Snding that the-

* In some cases, the Debtor will be the vendor under the Sale Agreement; or otherwise octively involved in the Transaction. I-n-those cases; eaie should be taken to ensure that-this Order-authorizes either or both of-the Debtor andthe-Receiver to e-xe-eute-and deliver documents, and take other stepsr

it may be preferable that the Purchased Assets be specifically described in-a-S-eliedule.

dispute-is brought to the attention of the Court. ■■Sueh-ewnership claims would, in that-easa-.-stiti-eeatiHue as against- tlie net proceeds from the saie-efthe claimed asset. Similarly, other rights, titles-or interests could also be vented

OQGSTOfe-43-Q 1937414

^ 4_=

the Honourable Justice dated [DATEj-March 21. 2016: and (ii) all charges,

security interests or claims evidenced by registrations pursuant to the Personal Property Security

Act (Ontario) or any other personal property registry system; -and-(-iii)-t-liese Claims- listed-ou-

Land—Registration Reform Act duly e*eeutod by the Receiver][Land Titles—Division of

(LOCATION) of an Application for Vesting-Order in the form presci-ibed-by-the Land Titles Act-

and/er-the Land Registration Reform Act]**—

1, 4r-THIS COURT ORDERS that for the purposes of determining the nature and priority

of Claims, the net proceeds* from the sale of the Purchased Assets shall stand in the place and

stead of the Purchased Assets, and that from and after the delivery of the Receivers Certificate

all Claims and-Eneumbranees.shall attach to the net proceeds from the sale of the Purchased

Assets with the same priority as they had with respect to the Purchased Assets immediately prior

proceeds, to arrive at "net proceeds".

OQ€STOfe-4-3frt-92?\l4

to the sale8, as if the Purchased Assets had not been sold and remained in the possession or

control of the person having that possession or control immediately prior to the sale.

-.5- ----- "

L Ih-THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy

of the Receiver's Certificate, forthwith after delivery thereof.

IL 6.THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver is authorized and permitted

to disclose and transfer to the Purchaser all human resources and payroll information in the

f s records pertaining to the Debtors past

personal—information—ef—those—employees—listed—en—Schedule -te—the—Sale-

1. 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 by the Debtor.

ft, 7t THIS COURT ORDERS that, notwithstanding:

fai-fa') the pendency of these proceedings;

fbWht anv applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

tad/ct anv assignment in bankruptcy made in respect of the Debtors

noGSTOfe-iao i9a?a4

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy-that-m ay be appointed in respect of the Debtor and shall not be void or

voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue- or other reviewable

transaction under the Bankruptcy and Insolvency Act (Canada) 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.

1, Sr-THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

&, b. THlS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,







Revised: January 21, 201-1

Schedule “A!! - Form of Receiver’s Certificate

Court File No.


COMMERCIAL LIST

CV-16-11318-00CL

BETWEE N:

Plaintiff

RF.TWFFN:


Applicant

- and —

ACCTT1JNR FENCE &. WIRE INC

RECEIVER’S CERTIFICATE

RECITALS

L At Pursuant to an Order of the Honourable {-NAMR-QF-

tice Conwav of the Ontario Superior Court of Justice tCommercial Lisf) fthe

"“Court-”) dated {RATH OF OR01 R| [NAMF OF PJECEIVRR^March 21. 2016. KPMG Inc.

f“KPMG”t was appointed as the receiver fin such capacity, the "“Receiver^”! without security.

nf all of the

Acculink Fence & Wire Inc, (the “Debtor”).

undertakings and properties of

II. •Bt Pursuant to an Order of the Court dated fDATiij,

2016. the Court approved the agreement of purchase and sale made as of [DATE QF-

the Receiver—[Behtor-j- and [NAME OF

—. as vendor, and Roma Fence Limited (fhe “Purchaser^”! as purchaser.

dated April 28. 2016 (the “Sale Agreement”!, and provided for the vesting in the Purchaser of

all the Debtor’s right, title and interest in and to the Purchased Assets las defined in the Sale

Agreement! which vesting is to be effective with respect to the Purchased Assets upon the

delivery by the Receiver to the Purchaser of a certificate confirming: (i) the payment by the

Purchaser of the Purchase Pricepurchase price for the Purchased Assets; (ii) that the conditions to

C losing closing as set out in seet-i-en-»-efthe Sale Agreement have been satisfied or waived by the

Receiver and the Purchaser; and (iii) the T^nsactiontransaction has been completed to the

satisfaction of the Receiver.

TjT. Gr Unless otherwise indicated herein, terms with initial

capitals have the meanings set out in the Sale Agreement.


1. -f The Purchaser has paid and the Receiver has received the Purchase Pricepurchase

price for the Purchased Assets payable on the Closing-Dateclosing date pursuant to the Sale

Agreement;

2* The conditions to €1 ; as set out in section • of the Sale Agreement

have been satisfied or waived by the Receiver and the Purchaser;-and-

1, 3-7 The Transaction has been completed to the satisfaction of the Receiver?: and

4. 4? This Certificate was delivered by the Receiver at________ [TIME] on

[DATE],

5.

[NAME- OF RECEIVER].KPMG INC., solely in

Court-appointed receiver of all the

and properties of Acculink

Per:Name:Title:

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Description #25944175v1<CM> - Approval and Vesting Order (Acculink) - Personal Property

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Revised-;^Vfay-H-,-3Q40

THE HONOURABLE-

JUSTICE--------

BETWEE Nr-

THF, HONOURABLE

■TIJSTICE

BBGSTOR: I201-92&S

Court File No.------- CV-16-11318-OOCT.


COMMERCIAL LIST

- ) WEEKDAY, T-HE-#

•. DAY-OF MONTH, 2QYR

■Plaintiff

) THURSDAY. THE 2ND DAY

)) OF .TUNE. 2016


Applicant

- and —

Defendant

ACCULINK FENCE & WIRE INC

Respondent

DISCHARGE ORDER

2

for an order-=-KPMG Inc. ('“KPMG”! in its capacity as the Court-appointed receiver fin such

capacity, the “Receiver”! without security, of all of the assets, undertakings and properties of

Acculink Fence & Wire Inc, tthe “Debtor”! for an order, amongst other things: ti') approving the

First Report of the Receiver, including the confidential schedule thereto The “Confidential

Schedule”! dated May 5. 2016 (collectively, the “First Report’”) and the actions of the Receiver

set out therein: fif) sealing the Confidential Schedule until completion of the sale transaction (the

“Transaction”') contemplated bv the agreement of purchase and sale between the Receiver, as

vendor, and Roma Fence Limited, as purchaser, dated April 28. 2016 fthe “Sale Agreement”! a

copy of which Sale Agreement is attached as Appendix “N” to the First Report, or until further

Order of the Court: tiiii approving the fees and disbursements of the Receiver and its counsel:

tivt authorizing and directing the Receiver to implement the Proposed Distribution fas defined in

the First Report! tv') discharging KPMG as the Receiver of the assets, undertakings and

properties of the Debtor effective upon the filing of a certificate hv the Receiver certifying that all

matters to be attended to in connection with the receivership of the Debtor have been completed

to the satisfaction of the Receiver, in substantially the form attached hereto as Schedule “A” fthe

“Discharge Certificate”! and tvit releasing KPMG from anv and all liability, as set out in

paragraph 8 of this Order, was heard this dav at 330 University Avenue. Toronto. Ontario.

-F

[DATE] (the^Repert^

3-r

r n n 1| Hill! J

-ite-eennself

2

4t discharging [RECEIVER'S NAME] as Receiver of the undertaking, property and asset-s-of-

the Debtorfe-a-nd

ON READING the First

(the "Fee Affidavits* 1 2̂ and the appendices thereto, including, without limitation, the affidavit of

Brad Newton sworn Mav 2. 2016 and the affidavit of Jeremy Nemers sworn Mav 4. 2016. and on

hearing the submissions of counsel for the Receiver, no one-etee appearing for any other person

on the service list, although properly served as evidenced bvappears from the ATfida-vitaffi davit

of fN-AMf^Christine Dovle sworn [DATE].May <*>. 2016. filed3 4-;--*.

1. THIS COURT ORDERS that the time for service and filing of the notice of motion and

the motion record is hereby abridged and validated so that this motion is properly returnable

today and hereby dispenses with further service thereof.

2. 4-HUS COURT ORDERS that the aetivtfiasFirst Report be and is hereby approved and

the actions of the Receiver:.ns set out- in the Report described therein be and are hereby

approved.

T THIS COURT ORDERS that the Confidential Schedule be and is hereby sealed until

completion of the Transaction or further Order of the Court.

4. THTS COURT ORDERS that the Receiver he and is hereby authorized and directed to

implement the Proposed Distribution.

below.-

4

fL Sr-THIS COURT ORDERS that the fees and disbursements of the Receiver and its

counsel, as set out together with Reserve fas defined in the First Report! he

Affidavit^ are hereby approved.

£ 3^THIS COURT ORDERS that, after payment of the fees and disbursements herein the

Receiver’s Statement of Receipts and Disbursements, as appended to the First Report, be and is

hereby

:l 4t-THIS court orders

upon the Receiver filing a certifies

Discharge Certificate, the Receiver shall be discharged as

Receiver of the Hwlertal^ng—pmpfir-ty-a-nd -assets. undertakings and properties of the Debtor,

provided however that notwithstanding its discharge herein: (a) the Receiver shall remain


administration of the receivership hereinT; and (b) the Receiver shall continue to have the benefit

of the provisions of all Orders made in this proceeding, including all approvals, protections and

stays of proceedings in favour of [R BCFJVER'S NAME]KPMG. in its capacity as the Receiver.

8. Sr-fTHIS COURT ORDERS AND DECLARES that-lRUC-EI¥-ER-^-^AMEf. upon the

Receiver filing the Discharge Certificate. KPMG is hereby released and discharged from any and all

liability that [RECEIVER’S NAME[KPMO now has or may hereafter have by reason of, or in any

way arising out of, the acts or omissions of [RECEIVER’S NAMEfKPMG while acting in its

capacity as the Receiver herein, save and except for any gross negligence or wilful misconduct on

the Receiver1^ part. Without limiting the generality of the foregoing,

5

is hereby forever released and discharged from any and all liability relating to

matters that were raised, or which could have been raised, in the within receivership proceedings,

save and except for any gross negligence or wilful misconduct on the Receivers part.}4

4 The model order-subcommittee was divided as to whether a general release might be appropriate. On the-one

case. See alno Note 1, above.

Court File No. CV-16-11318-OOCT,

SCHEDULE“A”


COMMERCIAL LIST

BETWEEN:

ROYAL BANK OE CANADA

Applicant

- and -


Respondent

RECEIVER’S DISCHARGE CERTIFICATE

RECITALS

CM Pursuant to an Order of the Honourable Justice Conwav of the Ontario Superior Court of

Justice ('Commercial Lisf) fthe “Courts dated March 21. 2016. KPMG Inc. t“KPMG”t was

appointed as receiver Tin such capacity, the “Receiver”! without security, of all the assets,

undertakings and properties of Acculink Fence & Wire Inc, fthe “Debtor”!

UP Pursuant to an Order of the Court dated June 2. 2016 fthe “Discharge Order”! KPMG

was discharged as the Receiver of all the assets, undertakings and properties of the Debtor to be

effective upon the filing hv the Receiver with the Court of a certificate confirming that all matters

to he attended to in connection with the receivership of the Debtor have been completed to the

satisfaction of the Receiver, provided, however, that notwithstanding its discharge: Rf) the

Receiver will remain the Receiver for the performance of such incidental duties as mav be

2

required to complete the administration of the receivership: and flat the Receiver will continue to

have the benefit of the provisions of all Orders made in this proceeding, including all approvals,

protections and stays of proceedings in favour of KPMG. in its capacity as the Receiver.

£Q Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Discharge Order.

THF, RECEIVER CERTTFTES the following:

U all matters to he attended to in connection with the receivership of the Debtor have been

completed to the satisfaction of the Receiver: and

2. this Certificate was filed bv the Receiver with the Court on the dav of

2016

KPMG INC., solely in its capacity as the r.onrt-appointed receiver and manager of all the assets; undertakings and properties of Acculink Fence & Wire Inc., and not in its personal capacity

Per:Name;Title;

P<

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COMMERCIAL LIST

BETWEEN:


Applicant

- and -

ACCIJLINK FENCE & WIRE INC.

Respondents



FIRST REPORT TO THE COURT SUBMITTED BY KPMG INC.,

IN ITS CAPACITY AS RECEIVER OF


May 5,2016

Table of ContentsPage

1.0 INTRODUCTION AND PURPOSE OF REPORT......................................................................... 21.1 Introduction........................................................................................................................ 21.2 Purpose of this Report........................................................................................................ 3

2.0 RECEIVER’S PROPOSED SALE OF ASSETS............................................................................ 52.1 Receiver’s Sale Process...................................................................................................... 52.2 The Roma Asset Purchase Agreement...................................... 6

3.0 RECEIVER’S ACTIVITIES............................................................................................................ 83.1 Employees............................................................ ............................................................. 83.2 Accounts Receivable.......................................................................................................... 83.3 Inventory............................................................................................................................ 83.4 Source Deductions.............................................................................................................. 83.5 Books and Records............................................................................................................. 8

4.0 RECEIVER’S AND ITS COUNSEL’S ACCOUNTS.................................................................... 9

5.0 STATEMENT OF RECEIPTS & DISBURSEMENTS.............................................. 10

6.0 DISTRIBUTION............................................................................................................................116.1 Secured Creditors..............................................................................................................116.2 Proposed Distribution........................................................................................................12

7.0 DISCHARGE OF RECEIVER.......................................................................................................13

8.0 RECOMMENDATIONS AND ORDER SOUGHT......................................................................14

Listing of Appendices and Schedule

Appendix A - Certificate of Filing a Notice of Intention to Make a Proposal

Appendix B - Acculink Equipment Appraisal

Appendix C - Proposal Trustee’s First Court Report dated November 2, 2015 and Court Order dated November 5,2015

Appendix D - Proposal Trustee’s Second Court Report dated December 16, 2015 and Court Order dated December 18,2015

Appendix E - Proposal Trustee’s Third Court Report dated January 28, 2016 and Court Order dated February 2,2016

Appendix F - Royal Bank of Canada Security Opinion

Appendix G - Anthony Marra Security Opinion

Appendix H - Appointment Order

Appendix I - Target Listing of Potential Purchasers

Appendix J - Form of Advertisement of Assets Offered for Sale

Appendix K - Teaser Letter

Appendix L - Confidentiality Agreement

Appendix M - Summary of Sales Process Results

Appendix N - Roma Asset Purchase Agreement .

Appendix 0 - Affidavit of Brad Newton dated May 2,2016

Appendix P - Affidavit of Jeremy Nemers dated May 4, 2016

Appendix Q - Receiver’s Statement of Receipts and Disbursements as at May 2, 2016

Appendix R - PPSA search as at April 21,2016

Appendix S - Affidavit of Christina Marra dated October 30, 2015

Schedule 1 - Confidential Summary of Offers Received

Page | 1

1.0 INTRODUCTION AND PURPOSE OF REPORT

1.1 Introduction

1.1.1 Acculink Fence & Wire Inc. (“Acculink” or the “Company”) operates a fence manufacturing plant from leased premises in Bolton, Ontario. Acculink’s operations are seasonal in nature with the bulk of sales occurring during the period May to November. Acculink has been operating since about 2001 and employs up to 30 employees, depending on the season.

1.1.2 Acculink purchased the majority of its raw materials in U.S. Dollars. However, the majority of its sales were to Canadian companies in Canadian dollars. The relatively recent and material rise in the U.S. dollar exchange has had a significant negative impact on Acculink’s gross margins, resulting in substantial operating losses. To mitigate the negative effect of foreign exchange the Company changed to suppliers that operate in Canadian dollars where possible. In addition, Acculink’s sales volumes have declined significantly over the last two years resulting in excess production capacity.

1.1.3 Acculink’s primary lender is Royal Bank of Canada (“RBC”). RBC provided the Company with revolving demand loans in both U.S. and Canadian dollars, secured by a first ranking security interest over all of Acculink’s assets (the “RBC Loans”).

1.1.4 The Company defaulted on its obligations to RBC under the RBC Loans. RBC demanded on the RBC Loans in May 2015 and entered into a forbearance agreement with Acculink that expired on September 30, 2015. The forbearance agreement was not extended and the Company could not repay the RBC Loans.

1.1.5 On October 5,2015, the Company, on notice to RBC, filed aNotice of Intention to Make a Proposal (“NOI”) pursuant to the Bankruptcy and Insolvency Act (“BIA”) to allow the Company to downsize its operations, sell its excess assets and give it the opportunity to present a proposal to its creditors. KPMG Inc. was appointed as proposal trustee in respect of the NOI filing (the “Proposal Trustee”). A copy of the Certificate of Filing issued by the Office of the Superintendent of Bankruptcy is attached to this report as Appendix A.

1.1.6 Pursuant to various orders of the Ontario Superior Court of Justice (the “Court”) under the NOI proceedings, the Company has sold its excess equipment and used the proceeds to reduce the RBC Loans. As discussed in the Proposal Trustee’s reports, the Company obtained an appraisal of its equipment in September 2015 (the “Appraisal”). A copy of the Appraisal is attached as AppendixB.

1.1.7 As set out in the Proposal Trustee’s Court reports, the Company’s ability to make a proposal to its creditors was in great part dependant on the success of its sales of excess inventory. Unfortunately, the Company’s excess inventory sales program did not generate sufficient proceeds to repay the RBC Loans and therefore left no funds for a dividend to unsecured creditors. The Company obtained the maximum number of extensions of the NOI proceedings pursuant to the Bankruptcy and Insolvency Act and the final extension expired on March 20,2016. The Company was not able to file a proposal and therefore was deemed bankrupt on March 21, 2016. Each of the Proposal Trustee’s Court reports, without appendices, and related Court orders are attached as AppendicesC, D and E.

1.1.8 As of the date of this report, the Company’s outstanding secured indebtedness (collectively the “Secured Debt”) is as follows:

Page | 2

• RBC U.S. dollar denominated operating loan totaling approximately $410,000• RBC Canadian dollar denominated operating loan totaling approximately U.S. $380,000• RBC guarantee of the fees with respect to the bankruptcy of Acculink of approximately $ 10,000• Loan from Anthony Marra, one of the principals of the Company, $70,000

1.1.9 As set out in the Proposal Trustee’s reports, the Proposal Trustee’s independent counsel reviewed the security documents in support of the RBC Loans and found RBC’s security to be valid and enforceable as against a Trustee in bankruptcy. The Receiver has also had its independent counsel review the security of Anthony Marra and determined that it is valid and enforceable as against a Trustee in Bankruptcy. Copies of the security opinions are attached as Appendix F and Appendix G, respectively.

1.1.10 A company related to Acculink by common ownership, Roma Fence Limited (“Roma”), has guaranteed the Secured Debt. Roma is also Acculink’s major customer. Acculink manufactures many of the fence products that Roma sells in its retail operations and installs in its installation business.

1.1.11 Pursuant to an application brought by RBC on March 21, 2015, the Honourable Madam Justice Conway of the Ontario Superior Court of Justice, issued an order (the “Receivership Order”) appointing KPMG Inc. as receiver without security, of all of the assets, undertakings and property of Acculink (the “Receiver”) pursuant to subsection 243(1) of the BLA and section 101 of the Courts of Justice Act, a copy of which is attached as Appendix H. The Receivership Order authorized the Receiver to do, among other things, the following:

• take possession and control of the property of Acculink and any and all proceeds and receipts arising out of its property;

• to manage, operate and carry on the business of Acculink or to cease the operations;• to receive and collect all monies and accounts now owed or hereafter owing to

Acculink; and,• to report to, meet and discuss with affected Persons (as defined in the Receivership

Order), as the Receiver deems appropriate, all matters relating to the property and the receivership.

1.2 Purpose of this Report

1.2.1 The purpose of this first and final report to the Court (the “First Report”) is to:

• Report on the Receiver’s activities and seek the Court’s approval of same;

• Request the Court’s approval of the Receiver’s proposed sale of the assets of Acculink as described in greater detail in Section 2 below;

• Request approval of the fees and disbursements of the Receiver and Aird & Berlis, LLP (“Counsel”) including the estimate of future fees and estate disbursements to be incurred (the “Reserve”) in conipleting the Outstanding Matters (as defined in Section 7 of this report);

• Request approval of the Proposed Distribution, as defined herein and described in greater detail in Section 6 below;

• Request approval of the Receiver’s interim statement of receipts and disbursements for the period March 21 to May 2,2016; and,

Page | 3

• Request approval of the Receiver’s discharge, such discharge to be effective upon the Receiver filing with the Court a Discharge Certificate (as defined in Section 7 of this report) evidencing that the Receiver has completed the Outstanding Matters.

Page | 4

2.0 RECEIVER’S PROPOSED SALE OF ASSETS

2.1 Receiver’s Sale Process

2.1.1 The key aspects of the sale process are summarized in the table below.

Term / Event Description

Property offered for sale (the “Assets”)

Inventory;

Accounts receivable;

Equipment; and,

Solicitation

Intellectual Property.

The Receiver prepared a list of potential purchasers for the Assets, which includes fence manufacturing companies in Ontario and the northern United States (the “Target List”). Attached as Appendix I is the Target List.

• The Receiver advertised the acquisition opportunity in the Globe and Mail (National Edition). The form of the advertisement is attached heretoas Appendix J.

• The Receiver has also placed the advertisement on KPMG Inc.’s Acculink creditor website (www.kpmg.com/ca/acculink).

Due Diligence

The Receiver sent a teaser letter notifying potential purchasers of the existence of the Sales Process and invited them to make an offer to acquire the Assets. Attached to the teaser is a form of confidentiality agreement (the “CA”). A copy of the teaser and the CA are attached as Appendix K and Appendix L, respectively.

Once the signed CA was received, the potential purchasers were provided with an opportunity to commence due diligence.

• Potential purchasers were provided with a copy of the Receiver’s approved APA.

Bidding • No later than 10:00 a.m. (Toronto time) April 28,2016.Deadline

2.1.2 In preparing the Receiver’s marketing program to potential purchasers of the Assets, the Receiver requested and received input from Roma, Acculink’s management team, and members of KPMG’s Corporate Finance practice to create the Target List.

2.2 Results of the Sale Process

2.2.1 Using the Target List along with inquiries arising from the Receiver’s advertising, the Receiver contacted 70 different parties and sent out an invitation for proposals and confidentiality agreements to 39 potential purchasers. The Receiver received 22 executed confidentiality

http://www.kpmg.com/ca/acculink

agreements and was contacted by seven (7) of these parties to arrange site visits to tour and inspect the Assets. The chart attached as Appendix M, summarizes the sales process results.

2.2.2 On April 28, 2016, the Receiver received proposals from five (5) parties to purchase/auction the Assets. A summary of the offers received is attached as Schedule 1. The Receiver requests that Schedule 1 be sealed by the Court until the recommended transaction is completed.

2.3 The Roma Asset Purchase Agreement

2.3.1 The Receiver, Roma, and their respective counsel have negotiated the terms and provisions of the asset purchase agreement (the “Roma APA”). A copy of the Roma APA is attached as Appendix N, the material terms being as follows (all terms not otherwise defined herein shall have their meanings defined in the Roma APA):

• Roma will acquire all of the assets of the Company including all inventories, accounts receivable, equipment, intellectual property, the net funds remaining in the Receiver’s hands and good will.

o The Purchase Price for the assets has been set to equal exactly the sum of the following:

o The RBC Indebtedness;

o The Marra Indebtedness;

o Any and all amounts secured by the Receiver’s Borrowing Charge;

o The amounts of fees and disbursements of KPMG Inc. in its capacities as proposal trustee and trustee in bankruptcy of Acculink each to discharge;

o All Prior Ranking Claims, if any; and,

o The Reserve (as defined in Section 4, below). However, should the funds required to pay the final fees and expenses of the receivership differ from the Reserve, then Roma or the Receiver will pay the excess or surplus, as applicable, to the other party prior to the Receiver’s discharge.

o The estimated amount of the Purchase Price to pay all of the above items and after deduction of the net funds in the Receiver’s hands which Roma is to receive is approximately CDN $1,000,000.

• The Receiver notes that the terms of the Roma APA are generally consistent with standard insolvency transactions, including that the transaction is to be completed on an “as is, where is” basis with no significant representations and warranties.

• The Closing Date is to be as soon as practicable following satisfaction or waiver of all conditions to Closing.

• The proposed transaction remains subject to Court approval.

2.3.2 Based on the Appraisal and the proposals submitted to the Receiver, the Receiver recommends that the Roma APA be approved. The Receiver is of the opinion that the Roma APA represents the best

Page | 6

value for the Assets in these circumstances. The Receiver has discussed the terms of the Roma APA with the Company’s primary secured creditor, RBC, and they support the sale to Roma.

3.0 RECEIVER’S ACTIVITIES

3.1 Employees

3.1.1 As a result of the Company’s bankruptcy all of Acculink’s employees were terminated effective March 21,2016. The Receiver has arranged to have the final records of employment and T4-slips prepared and mailed to the employees. The Receiver also completed the Wage Earner Protection Program applications for the terminated employees. None of the employees had secured claims, only unsecured claims for termination pay.

3.2 Accounts Receivable

3.2.1 The Company’s accounts receivable (“AR”) as at March 21, 2016 totaled approximately CDN $170,000 and U.S. $52,000 owing from 22 third party customers. To date, the Receiver has collected approximately CDN $90,000 and U.S. $51,000 (there was a U.S. $1,000 discount permitted for immediate payment). The remaining accounts receivable of CDN $80,000 are to be sold as part of the Roma APA.

3.3 Inventory

3.3.1 Based on the Company’s books and records, the inventory book value was approximately $632,000 as at March 21,2016. As discussed in the Proposal Trustee’s Court reports, the Company had been trying since October, 2015 to sell its excess inventory at liquidation prices with little success. The Receiver, with management’s assistance, has also been trying to sell Acculink’s inventory at liquidation prices and has completed $97,469 in inventory sales since its appointment, the majority of which were sales to Roma. The remaining inventory is to be sold as part of the Roma APA.

3.4 Source Deductions

3.4.1 The Receiver is not aware of any arrears of source deductions and has requested that Canada Revenue Agency perform an audit of the Company’s source deduction account up to the date of receivership. The Receiver expects the audit to be set up in the next few weeks. Distribution to the secured creditor will not occur until the amount of the priority claim for outstanding source deductions, if any, is paid.

3.5 Books and Records

3.5.1 Upon its appointment, the Receiver arranged to preserve and protect the Company’s books and records at the Company’s location in Bolton, Ontario. The Company’s books and records are to be sold to Roma as part of the Roma APA and, as required pursuant to paragraph 15 of the Appointment Order, Roma will only use any private information in a manner which is in all material respects identical to the prior use of such information by Acculink. However, the Receiver will maintain access to the records during normal business hours for the next six years, on reasonable notice to Roma. .

Page | 8

4.0 RECEIVER’S AND ITS COUNSEL’S ACCOUNTS

4.1 Pursuant to paragraph 23 of the Appointment Order, any expenditure or liability which shall properly be made or incurred by the Receiver, including the fees and disbursements of the Receiver and the fees and disbursements of Counsel, constitute the “Receiver’s Charge”. The fees and disbursements of the Receiver for the period March 9 to April 29,2016 are detailed in the affidavit of Brad Newton, a copy of which is attached as Appendix O. The fees and disbursements of Counsel are detailed in the affidavit of Jeremy Nemers, a copy of which is attached as Appendix P. Collectively the Receiver’s and the Receiver’s counsel’s fees are the “Outstanding Fees”.

4.2 The Receiver’s fees for the period March 9 to April 29,2016 encompass 80.0 hours at an average hourly rate of approximately $300.28 for a total of $24,022.50 plus disbursements of $196.47 for a total of $24,218.97, prior to applicable taxes. The Receiver is therefore requesting that this Honourable Court approve its total fees and disbursements inclusive of applicable taxes in the amount of $27,367.44.

4.3 The Receiver’s Counsel’s fees for the period February 29 to April 28, 2016 encompass 21.9 hours at an average hourly rate of approximately $458.79 and disbursements of $98.59 for a total of $10,146.09, prior to applicable taxes. The Receiver is therefore requesting that this Honourable Court approve Counsel’s total fees and disbursements inclusive of taxes in the amount of $11,461.97.

4.4 Additional fees will be incurred to complete the receivership. The Receiver anticipates the Receiver’s fees to complete the receivership will not exceed approximately $10,000 plus HST and the Receiver’s counsel’s fees are not expected to exceed $10,000 plus HST for the completion of this Motion Record, attendance at Court and to complete the Outstanding Matters as defined in Section 7. Additionally, the Receiver will have to pay approximately $1,000 for insurance to the date of closing of the sale of the Assets. Accordingly, the Receiver wishes to retain a reserve of $25,000.00 for the fee estimate and additional expenses (the “Reserve”).

4.5 The Receiver has provided copies of its fees and its Counsel’s fees and notice of the Reserve to RBC and they do not oppose the approval of the fees and the Reserve. The Receiver has reviewed the fees of Counsel and is of the opinion that they are reasonable in the circumstances.

4.6 As noted in Section 1, RBC guaranteed the fees and costs of the trustee in bankruptcy. These costs, estimated at about $10,000, will be added to the RBC secured indebtedness and have been reflected in the chart of secured indebtedness in Section 6.

5.0 STATEMENT OF RECEIPTS & DISBURSEMENTS

5.1 Appendix Q, attached, presents a summary of the Receiver’s Statement of Receipts and Disbursements for the period March 21 to May 2, 2016. As is illustrated, receipts total approximately U.S. $56,000, primarily related to the deposit on the sale of the assets; the collection of accounts receivable; and, the sale of inventory. The Receiver has made disbursements of approximately $6,400, primarily related to insurance, and advertising. Accordingly, as at May 2, 2016 the Receiver has net funds in its account of approximately U.S. $56,000 and CDN $154,000.

Page| 10

6.0 DISTRIBUTION

6.1 Secured Creditors

6.1.1 Based on the Company’s books and records and a search conducted under the Personal Property Security Act (“PPSA”), a copy of the PPSA search being attached as Appendix R, the following is a list of parties in the order that they have registered a security interest in Acculink:

Creditor name Security/Equipment Description Estimated O/S Debt (before costs) as at

the date of the receivership

RBC General Security Agreement (“GSA”) CDN $410,000 U.S. $380,000

Trustee fees $10,000

Tony Marra (a related party) GSA $70,000

Travelers Financial Corporation (“Travelers”) and Canadian Western Bank (“CWB”)

Specific registration against a 2012 Kenworth T370 with VIN #2NKHLN9X9CM954694

$0

Roynat Inc. GSA Unliquidated guarantee of a related entity’s mortgage on the building in which

Acculink operated

Bram-West Holdings Inc. (a related party)

GSA Contingent in respect of a guarantee by

Bram-West to RBC re the Company’s debt

Roma Fence Limited (a related party)

GSA $300,000

6.1.2 On October 30, 2015, Christina Marra, in her capacity as President of Acculink, filed an affidavit pursuant to Acculink’s proposal proceedings (the “Marra Affidavit”) setting out the various secured claims registered under the PPSA. A copy of the Marra Affidavit is attached as Appendix S. The Marra Affidavit states that the Travelers and CWB indebtedness has been paid in full. The Acculink books and records do not show any loans owing to Travelers or CWB.

6.1.3 As reported above, Counsel reviewed RBC’s security and provided, subject to the usual qualifications, its opinion that RBC’s security was valid and enforceable. RBC has claimed a first ranking charge on all of the personal property pursuant to its GSA. RBC’s first ranking position over the assets of Acculink was not challenged throughout the Acculink proposal proceedings when funds were paid to RBC on the sale of equipment and inventory and the collections of accounts receivable. The Receiver has given notice of this application to all of the creditors outlined in paragraph 6.1.1 above.

6.1.4 The Roma APA is based on paying only secured claims and therefore there will be no funds available for paying a dividend to unsecured creditors.

6.2 Proposed Distribution

6.2.1 The Receiver is proposing to make the following distributions (the “Proposed Distribution”):

• the Outstanding Fees as described in Section 4 of this Final Report;

• the Reserve, as described in Section 4 of this Final Report;

• the costs of any minor miscellaneous expenses to complete the Receivership (including the costs of records storage);

• outstanding priority claims (including source deductions), if any;

• any amounts owing on fding the Receiver’s final HST return; and,

• all remaining funds in the Receiver’s hands to RBC, as secured creditor. ,

Page| 12

7.0 DISCHARGE OF RECEIVER

7.1 The Receiver has realized on the assets of Acculink and has substantially completed the administration of the estate, subject to completion of the Outstanding Matters, as defined below.

7.2 The Receiver therefore respectfully requests that the receivership proceedings be terminated and the Receiver be discharged subject to the Receiver performing the following:

• filing the Receiver’s final HST return and collecting the resulting refund or making the final disbursement;

• paying the Outstanding Fees;

• paying the Reserve and/or other miscellaneous expenses in connection with these proceedings;

• paying outstanding priority claims (including source deductions), if any;

• maintaining the Receiver’s accounting records, including preparation of bank reconciliations, until the Receiver’s bank account is closed;

• paying the remaining funds in the Receiver’s accounts to RBC; and,

• issuing the Receiver’s final report and statement of receipts and disbursements pursuant to section 246 (3) of the BIA.

7.3 Upon completion of the above noted items (collectively defined as the “Outstanding Matters”), the Receiver will file a certificate with the Court confirming same (the “Discharge Certificate”), whereupon the termination of the receivership proceedings and the discharge of the Receiver, and the accompanying release of the Receiver, shall become effective. A copy of the draft Discharge Certificate is attached hereto as Schedule “A” to the proposed Discharge Order.

Page| 13

8.0 RECOMMENDATIONS AND ORDER SOUGHT

8.1 We respectfully submit this First Report to this Honourable Court in support of the Receiver’s

• approve the First Report, and approve and authorize the activities of the Receiver as described herein;

• approve the proposed sale transaction to Roma as described herein;

• approve the fees and disbursements of the Receiver and its Counsel including the Reserve, as outlined herein;

• approve the Receiver’s Interim Statement of Receipts and Disbursements for the period March 21 to May 2, 2016.

• approve the Proposed Distribution as outlined herein; .

• approve the discharge and release of the Receiver effective upon the Receiver filing with the Court a Discharge Certificate evidencing that the Receiver has completed the Outstanding Matters.

All of which is respectfully submitted this 5th day of May, 2016.

motion to:

KPMG INC.COURT-APPOINTED RECEIVER OF ACCIJLINK FENCE & WIRE INC. and without personal or corporate liability

Per: Biau incwiuii

Vice President

Page | 14

■I ™ ■ Industry Canada Industrie CanadaOffice of the Superintendent of Bankruptcy Canada

Bureau du surintendant des faillites Canada

District of OntarioDivision No. 09 - MississaugaCourt No. 32-2043593Estate No. 32-2043593

In the Matter of the Notice of Intention to make a proposal of:

Accullnk Fence & Wire Inc.Insolvent Person

KPMG INC.Trustee

Date of the Notice of Intention: October 05, 2015

CERTIFICATE OF FILING OF A NOTICE OF INTENTION TO MAKE A PROPOSALSubsection 50.4 I'M

I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify that the aforenamed insolvent person filed a Notice of Intention to Make a Proposal under subsection 50.4 (1) of the Bankruptcy and Insolvency Act.Pursuant to subsection 69(1) of the Act, all proceedings against the aforenamed insolvent person are stayed as of the date of filing of the Notice of Intention.

__________________________________________________________________Date: October 06,2015, 09:54E-File/D6pflt Electronique Official Receiver

Federal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, Ontario, Canada, L8R3P7, (877)376-9902

Canada

Fair Market Value Appraisal

Of

Acculink Fence & Wire inc. Bolton, Ontario

On Behalf of

Acculink Fence & Wire Inc.

September 2015

Presented by

Danbury Global Limited37 Kodiak Crescent, Unit 7Toronto, Ontario, M3J 3E5

Web: www.danburvglobal.comEmail: [email protected]

http://www.danburvglobal.com


Via Email: [email protected]

September 14, 2015

Acculink Fence & Wire Inc.10 Holland Drive Bolton, ON J6T 6G4

Re: Fair Market Value Appraisal of: Assets From Acculink Fence &Wire Inc.

Pursuant to your instructions, we have inspected and appraised certain chain link fence weavers, saws, benders, forklifts, welders, and support equipment (the “Assets”) of Acculink Fence & Wire Inc. located at 10 Holland Drive, Bolton, Ontario.

The purpose of this appraisal is to provide a disinterested statement of the value of the subject Assets based on current market conditions and founded on the basis of a Fair Market Value.

The cost, income and market approaches to value have been considered for this appraisal and have either been utilized where necessary or deemed inappropriate for the value conclusions found herein.

All of the Assets included in attached Exhibits “A" was represented to the appraiser as the property of Acculink Fence & Wire Inc.

Danbury Global Limited37 Kodiak Crescent, Unit 7 • Toronto • Ontario • Canada • M3J 3E5 •

Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburvalobal.com • Email: [email protected]


http://www.danburvalobal.com


This appraisal was performed in accordance with the guidelines established by the Standards and Procedures of Professional Appraisal Ethics and Practice of the Association of Machinery and Equipment Appraisers along with the Uniform Standards of Professional Appraisal Practices (USPAP). USPAP reflects the current standards of the appraisal profession.

The information included in this report is subject to the Statement of Conditions expressed within this document.

The information included in this report is for use only by Acculink Fence & Wire Inc., and/or potential purchaser, or their agents.

Use of this report by others is not intended unless express written consent is further granted.

We submit herewith the following, which is our opinion of the current Fair Market values effective as of September 14, 2015.

If you have any questions regarding the enclosed appraisal, please do not hesitate to call on us.

Sincerely,

Danbury Global Limited

n

Jonathan OrdonPresidentJO/dl

Danbury Global Limited37 Kodiak Crescent, Unit 7 • Toronto • Ontario • Canada • M3J 3E5 •

Telephone: 416-630-5241 • Facsimile: 416-630-6260 • Website: www.danburvalobal.com • Email: [email protected]

http://www.danburvalobal.com


Table of Contents

Executive Summary.................................................................................... 3Scope of Visit

Definitions of Values.................................................................................. 4Fair Market Value Approach to Value

Observations ............................................................................................. 5

Certification & Limitations ..........................................................................6

Table of Exhibits......................................................................................... 8

Summary of Values..............................................................................................2

Acculink Fence & Wire Inc. 1 September 2015

Danbury Global LimitedDoes

- Certify -

Effective Date: September 14, 2015

Acculink Fence & Wire Inc.Bolton, Ontario

Value Based on This Fair Market Value Appraisal:

FMV $ 536,345


EXECUTIVE SUMMARY

SCOPE OF VISIT

Danbury Global Limited (“Danbury”) will provide Acculink Fence & Wire Inc. with fair market valuations. Danbury has reviewed Acculink Fence & Wire Inc. (the “Company,,)’s chain link fence weavers, saws, benders, forklifts, welders, and support equipment (the “Assets”) with the following conditions that could affect the equipment valuation, more specifically:

■ Age■ Maintenance■ Operational Condition

> Develop informative and insightful analysis that may be used by Acculink Fence & Wire Inc. in assessing the Company's Fair Market asset value.

> Compare the findings with Danbury’s industry knowledge and comparable case studies.

The scope of Danbury’s collateral review including qualitative and quantitative analysis inclusive of the following:

> Discussed the following factors with various equipment supplier, dealers and manufacturers:

1. marketability and timing issues2. general market conditions3. market trends and prices, and4. technological issues

> Reviewed and analyzed pricing information from used equipment on-line publications, equipment journals, equipment manufacturers, and our own auction and liquidation library and archives.

> Taken into account the age and condition of the Assets and the level of physical and functional obsolescence;

> Consideration of the cost of installation and transportation of equipment

> The values contained in this report are not reflective of sale prices that would be achieved through a public auction sale


DEFINITION OF VALUES

FAIR MARKET VALUE - In Place:

A professional opinion of the estimated most probable price expressed in terms of currency to be realized for property in an exchange between a willing buyer and a willing seller, with equity to both, neither being under any compulsion to buy or sell, and both parties fully aware of all relevant facts, as installed for intended utilization, as of the effective date of this appraisal report.

APPROACH TO VALUE

MARKET APPROACH:

One of the three recognized approaches used in an appraisal analysis involves the collection of market data pertaining to the subject assets being appraised. This approach is also known as the “Comparison Sales Approach”. The primary intent of the market approach is to determine the desirability of the assets and recent sales or offerings of similar assets currently on the market in order to arrive at an indication of the most probable selling price for the assets being appraised. If the comparable sales are not exactly similar to the asset being appraised, adjustments must be made to bring them as closely in line as possible with the subject property.

COST APPROACH:

A set of procedures in which an appraiser derives a value indication by estimating the current cost to reproduce or replace the personal property, deducting for all depreciation, physical deterioration, functional obsolescence, and external/economic obsolescence. The cost approach is derived from the principle of substitution that states “a prudent buyer will not pay more for an asset than the cost of acquiring a substitute property of equivalent utility


OBSERVATIONS AND COMMENTS

The values set out in this Appraisal are based on a review by Danbury of prior appraisals it has conducted, utilization of a proprietary in-house database, research through contacts in various related industries, the list of Assets and other informational materials gathered by Danbury, and our experience as auctioneers and liquidators. Adjustments may have been made, where considered appropriate by Danbury, to reflect differences between the specific Assets and assets sold in previous sales.

In arriving at its opinion as to the fair market values, Danbury has taken into consideration, to the extent of the information available to it, various factors it considered relevant in the particular circumstances including physical location of the Assets, difficulty of installation, physical condition, adaptability, specialization, marketability, overall appearance and appeal, and the ability of the Asset group to draw sufficient prospective buyers to insure competitive offers.

For the most part the equipment is in good overall condition and it appears that general repairs and maintenance are conducted internally. It appears the company has already begun several projects to repair certain pieces of equipment; this work, once completed, would increase the value of the equipment.

The sale of assets from this industry is not subject to seasonality.


CERTIFICATIONS & LIMITATIONS

Danbury Global Limited certifies the following:

1. Danbury Global Limited has no present or contemplated future interest in the assets appraised; and neither the assignment of the appraisal nor the compensation paid for it is contingent upon the appraised value of such assets.

2. Danbury Global Limited has no personal interest in or bias with respect to the subject matter of the appraisal report.

Limiting Conditions on Appraisal

The appraisal is subject to the following limitations:

1. No responsibility is assumed for matters of a legal nature, which might affect the assets that is the subject of this appraisal. In particular, but without limiting the generality of the foregoing, the annexed appraisal assumes that the assets are not subject to any liens, encumbrances, or impediments to its free transferability and that such assets conform to all statutes, regulations, and codes that might relate to or affect use, sale, or other disposition of such assets.

2. The appraisal is based on the following:

a. Information provided upon which Danbury Global Limited has been led to believe is representative of the assets subject to this appraisal. This information has been subjected by Danbury Global Limited to such tests as Danbury Global Limited determined, in good faith, to be appropriate to confirm the accuracy of such representations.

b. Confirmation of the quantities of such assets was based upon a physical site visit conducted by Danbury Global Limited. This information has been subjected by Danbury Global Limited to such tests as Danbury Global Limited determined, in good faith, to be appropriate to confirm its accuracy.

c. These appraisals are based upon the value of assets as of the date of this report and are subject to changes, among other things including changes in the market or in the composition of assets, which could have a significant effect on the value. Danbury Global Limited assumes no responsibility for economic or physical factors occurring subsequent to the date of this report.

d. The opinions as to value stated in this report are premised upon the specific methods of sale discussed herein and must not be used in conjunction with any other proposed method of disposition.


e. The appraiser is not an attorney at law. The reader is advised to consult with his/ her attorney on general rules of law as they apply to the assets in question.

f. All opinions as to value are presented as the appraiser’s considered opinion, based on the facts and data set forth in the report. The values reported herein are an opinion only and are not a warranty or a representation of fact. No responsibility is assumed for any inability to sell the assets at the values projected herein. Other than stated herein, no representation, warrant, or statement is made as to the value or marketability of the assets.

g. The opinions expressed herein are valid only for the express and stated purpose of providing information and assistance to the parties to whom this report is specifically addressed and to their counsel in connection with the proposed financing and are not in any way, implied or expressed, to be construed, used, circulated, quoted, relied upon, or otherwise referred to for any other purpose.

h. It is an express condition of this report that the appraiser is not required to give testimony or appear in court regarding this appraisal, unless arrangements have been previously made therefore.

i. The appraiser’s opinion of machinery and equipment condition is derived from a limited visual inspection and discussions with the owner, The equipment was not tested under power for defects. The values reported assume the equipment is operational and serviceable unless otherwise stated in the report.

j. The existence of potentially hazardous or toxic materials, which may have been used in the maintenance of the equipment, was not considered in arriving at the opinion of value stated in the appraisal. Danbury Global Limited is not qualified to detect such substances and urges that an expert in this field be employed to determine the economic impact of these matters on the opinion of value state in the appraisal.

k. The appraisal assumes (a) responsible ownership and competent management of the designated assets; (b) there are no hidden or unapparent conditions of the designated assets that render the values more or less valuable (no responsibility is assumed for such conditions or for engineering studies that may be required to discover them); (c) full compliance with all applicable federal, state, and local zoning and environmental regulations and laws, unless noncompliance is stated, defined and considered in the appraisal; and (d) all required licenses, certificates of occupancy, and other governmental consents have been or can be obtained and renewed for any use on which the value estimate contained in the appraisal is based.

l. This appraisal report is deemed a fractional appraisal in that there is no consideration given for business goodwill, royalties, licensing or any other type of intangible asset associated with the business wherein the respective designated assets are located unless otherwise stipulated in the report.


TABLE OF EXHIBITS

Exhibit “A” Equipment Listing 1-7


Item

1

2

3

4

5

Acculink Fence & Wire Inc.10 Holland DriveBolton, Ontario

Description$

Complete Extrusion Line #2 c/o:- Custom built unwinder / feeder & wire straightener- PolyTruder Corp model 30-24-60 plastic extruder w/ 5-zone barrel & 2- zone die, 60 hp motor s/n 240727 -Thorson McCosh vacuum hooper- Custom 10'L water cooling tank- Macbee model 6198-A wire barrel packer

Complete Extrusion Line #3 c/o:- Custom built unwinder / feeder & wire straightener- PolyTruder Corp model 3.4-24-75 plastic extruder w/ 5-zone barrel & 2- zone die, 75 hp motor s/n 260607 -Thorson McCosh vacuum hooper- Custom 18'L water cooling tank- Macbee model 613 8-A wire barrel packer

(2) August Strecker model 1 wire buttwelders, s/n 35584, 31293

(2) Sections blue industrial pallet racking

(11) Air King & assorted industrial shop fans

50,000

FMV

50,000

2,500

200

1,375

Effective Date:September 2015

1

Exhibit "A"

Item Description' r~

Assorted supprot equipment c/o: steel / wood shop desks, steel cabinet,Jobmate drill press, tool boxes, Ryobi dual pedistal grinder, etc.

Quincy model QSI-220WCW42C rotary screw compressor, s/n 95146H c/w vertical air storage tank (92,384 hours)

Bergandi model WVR-500 chain link weaver, 6'L max fence height, s/n

#10 8 1415AW06536, w/Bergandiaccumlation roller, s/n 1416AW06536


Bergandi model WVR-500 chain link weaver, 12'L max fence height, s/n 1417AZ12436 w/ accumlation roller

#3 9 c/w Force Control IndustriesPosiWeave drive motor and controler, s/n 80014-7

Bergandi model WVR-500 chain link weaver, 12'L max fence height, w/

#2 10 accumlation roller c/w Force ControlIndustries PosiWeave drive motor and controler, s/n 51294-B04

Bergandi model WVR-500 chain linkweaver, 8'L max fence height, s/n

„ 971225 w/ accumlation roller c/w#4 11 Force Control Industries PosiWeave

drive motor and controler, s/n 80013-10

FMV

200

1,000

45,000

57,500

57,500

50,000


2


Item Description FMV$

#7 12

Custom Danaher Motion "The 27,500Marvin" model SYSAC 4707-04 chain link weaver, 8'L max fence height c/w accumulation roller, s/n 1122495

#1 13

Bergandi model WVR F-500 chain 39,500link weaver, 12'L max fence height, s/n 1057WA12436 w/Bergandi accumlation roller

14Assorted tooling & spare parts for fence 5,000weaving machines

15 Ryobi 10" table top drill press, s/n 125C043017223

16

Nissan Series 60 6,0001bs cap. propane 8500powered forklift w/189" lift, 3-stage mast, side shift, & pneumatic tires, s/n n/a

17

Daewoee model G30P 5,0001bs cap 7,500propane powered forklift w/ 7' forks,186" lift, 3-stage mast, & side shift, s/n D370211

18

Komatsu model FG25T-12 4,0001bs 6,500cap. propane powered forklift w/ 188" lift, 3-stage mast, side shift, pneumatic tires, s/n 501289A

19(84) Sections assorted industrial pallet 8,400racking

Effective Date: September 2015

3

20

21

22

23

24

25

26

27

28

29

30

Item Description FMY$


(15) Sections light duty shelcing 300

12-step warehouse ladder 300

Scale Service 60kg platform scale 100

Assorted support equipment consisting 820of: banding carts, pallet racking, shopdesks, chairs, 2-door supply cabinets,grinders, vices, vending machines,aluminum ladders, chain hoists, etc.

Assorted support equipment in 2,500maintenance area c/o: Blue Giant dielifter, Craftex 10" table saw, cop saw,pallet jack w/ custom crane, Craftexhorizontal bandsaw, hopper, PowerFistshop press

Husqvarna DMS-240 core drill w/ 750stand

Shop table w/vice & grinder 100

1993 Rexon RDM-170F 16.5" drill 200press, s/n 16149

Husky black stacked tool box w/ tool 750

Delta 10" portable table saw 250

(6) Sections double sided 3-tier 4,800cantilever shelving approx 20'h


4


31

32

33

34

35

36

37

38

39

40

41

Item Description FMV$

F.C.T.S Ltd. custom built wire 2,000bending / cutting machine

(3) Punch press dies 450

Custom built beige wire bending 1,500machine (not under power)

(12) 3' x 3' steel stackable bins 900

Custom built pneumatic tube bender 2,000

1998 NCML Super-Top tube bender, 5,000s/n 3980095

NCML Super-Bender electric tube 4,500bender, s/n 494121

(2) Custom built wire bending 9,000machines c/w feed stations

PowerBoss model CSS/82 riding 4,500propane powered floor scrubber, s/n 6395073 (not-in-use)

2005 AkyaPak-Sampson model APK- 9,00061 profile bending machine c/w spare dies, PLC controls, s/n 61069

OTC Daihen model DP-400 pulse 4,500wave MIG welder c/w wire feeder, &cart


5

Exhibit "AM

42

43

44

45

46

47

48

49

50

51

52

53

Item


DescriptionT~

Lincoln Electric Invertec V3 50-Pro multi-process welder c/w Lincoln LF- 72 wire feeder, & cart

1999 Sahinler model SM-60 power hammer, s/n 679

Brown & Boggs No.l 1 OBI punch press

(6) Sections double sided cantilever shelving

Buffalo model 15 floor type drill press


(3) Steel custom built welding tables

Lincoln Wirematic 255 mig welder

ESAB LAG-315 mig welder w/ boom extension & wire feeder

Johansson milling / drilling machine

Clausing model MM70A 70-ton hydraulic metal muncher iron worker, s/n 036950701

(17) Metal 2-tier stackable bins approx. 3.5'x 4'

(4) Trion Air Boss roof suspended fume extractors

6

5.000

11,000

500

4.500

150

2.000

1,000

750

500

7.500

1,275

1,000

FMV


Item Description FMV

54$

(2) Fume extractors (as is) 150

55 Brown & Boggs OBI punch press 450

56Walter model CS100 cold cut saw c/w manual steel rolling conveyor, s/n 81386

1,250

57 Dutch Saws cold cut saw c/w steel roller in-feed & out-feed conveyor

750

58 (5) Assorted custom builts steel cars 250

59 Miller 251 millermatic mig welder 1,400

60(5) Custom built welding positioningjigs

5,000

61 Lincoln Power Mig 255 mig welder 3,000

62 Miller 251 millermatic mig welder 1,900

63

Assorted supper equipment c/o: 2-door supply cabinets c/w parts, supplies, hand tools, grinders, manual bender, etc.

2,000

64Complete contents of maintenance cage w/ welders, tools, racking, security cage, etc

5,000

65 Falcon model profile bending machine c/w PLC controls

7,500

Fair Market Value Total $ 536,345


7

Court File No.32-2043593


(COMMERCIAL LIST)

IN THE MATTER OFTHE NOTICE OF INTENTION TO MAKE A PROPOSAL OF

ACCULINK FENCE & WIRE INC.OF THE CITY OF BOLTON,

IN THE PROVINCE OF ONTARIO

FIRST REPORT OF KPMG INC.IN ITS CAPACITY AS PROPOSAL TRUSTEE

NOVEMBER 2,2015


1.1 INTRODUCTION

1.1.1 Acculink Fence & Wire Inc. (“Acculink” or the “Company”) operates a fence manufacturing plant from leased premises in Bolton, Ontario. Acculink is a member of the Roma Fence group of companies. Acculink’s operations are seasonal in nature with the bulk of sales occurring during the period May to November. Acculink has been operating since about 2001 and employs up to 30 employees, depending on the season.

1.1.2 Acculink purchased the majority of its raw materials in U.S. dollars. However, the majority of its sales were to Canadian companies in Canadian dollars. The relatively recent and material rise in the U.S. dollar exchange has had a significant negative impact on Acculink’s gross margins, resulting in substantial operating losses. To mitigate the negative effect of foreign exchange, and where practical, the Company has recently changed to suppliers that operate in Canadian dollars. In addition, Acculink’s sales volumes have declined significantly over the last two years resulting in excess production capacity.


1.1.4 The Company defaulted on its obligations to RBC under the RBC Loans. RBC demanded on the RBC Loans in May, 2015 and entered into a forbearance agreement with Acculink that expired on September 30,2015. The forbearance agreement was not extended and the Company could not repay the RBC Loans.

1.1.5 On October 5, 2015 (the “Filing Date”), the Company, on notice to RBC, filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to the Bankruptcy and Insolvency Act (“BIA”) to allow the Company to downsize its operations and sell its excess assets.

1.1.6 The Proposal Trustee understands that RBC has agreed not to exercise its enforcement rights in the proposal proceeding, provided however, that Acculink remains within its cash flow projection and a portion of the realizations on the Company’s assets generated in these proceedings are used to permanently reduce the RBC Loans.

1.1.7 A copy of the NOI notice to creditors, including the creditor listing, is attached to this report as Appendix A. Acculink’s secured creditors total approximately $1.7 million and its unsecured creditors total approximately $3.2 million for a total outstanding indebtedness of $4.9 million. Of the 3.2 million of unsecured liabilities, approximately $1.1 million is to companies or persons related to Acculink.

1.1.8 During the proposal period, the Company intends to continue operating at reduced production levels sufficient to supply the related Roma entities and higher margin customers. In addition, the Company intends to sell redundant equipment and excess inventory to generate the proceeds to reduce its secured debt with RBC to marginablc values and to provide funds for a dividend to its creditors. The sale of the excess assets is discussed in greater detail in section 2 of this report.

~>

1.2 PURPOSE OF THIS REPORT

1.2.1 The Company will bring a motion returnable on November 4, 2015 (the “Motion”), for an order, among other things:

• Authorizing it to sell certain equipment out of ordinary course of business; and,

• Granting the Company an extension of the time period to make a proposal to December 21,2015.

1.2.2 In support of the Motion, the Company filed an Affidavit of Christina Marra swom October 30, 2015 (the “Marra Affidavit") which describes in greater detail, inter alia, the Company’s history and the reasons for the commencement of this proceeding.

1.2.3 The purpose of this report is to:

• Report on the sale of certain of the Company’s excess equipment to Arivali Fence LLC (“Arivali") of Bombay, India and the use of the proceeds generated from the sale, as described in greater detail in Section 2 below;

• Report on the status of the Company’s excess inventory and additional excess equipment, as described in greater detail in Section 2 below; and,

• Report on the status of the proposal proceeding to date and the request for an extension of the stay period as set out in Section 3 below.

2.0 SALE OF EXCESS ASSETS AND USE OF PROCEEDS

2.1 SALE TO ARIVALI

2.1.1 Management realized that it had excess production capacity as a result of reduced sales volumes. In or around August 2015, the Company identified four redundant chain link fence machines and retained a qualified equipment broker to canvass the used equipment market to locate a purchaser for these machines (the “Arivali Equipment”).

2.1.2 In September 2015, the Company and Arivali entered into an agreement to sell the Arivali Equipment to Arivali pursuant to the terms of the invoice dated September 15, 2015. A copy of the invoice with the purchase price redacted is attached as Exhibit E to the Marra Affidavit. Arivali has provided with a U.S. $50,000 deposit.

2.13 The negotiations for the sale of the Arivali Equipment took place before the appointment of the Proposal Trustee. The Proposal Trustee is advised by the Company that the Arivali agreement represented the best value for the Arivali Equipment out of the offers and expressions of interest received for this equipment.

2.1.4 In or around early September 2015, Acculink engaged the services of an appraiser for its equipment, including the Arivali Equipment. A copy of the appraisal is attached as a confidential appendix to the Marra Affidavit.

2.1.5 Based on the equipment appraisal, the value of the Arivali equipment and the facts described in paragraph 2.1.1 above, the Trustee is of the opinion that the Company proceeded through a logical process to sell the Arivali Equipment. The sale of the equipment to Arivali will result in a sale price for each piece of equipment that exceeds the fair market appraised value for each piece and an overall sale price exceeding fair market appraised value by approximately 50%.

2.1.6 The Trustee has reviewed the sale of the Arivali Equipment with RBC and RBC has no objection to the sale, provided the sale proceeds are paid to RBC as a permanent reduction in the U.S. dollar loan.

2.1.7 Arivali has not requested and the Company is not seeking an order vesting the equipment in Arivali free and clear of all claims and encumbrances. The Trustee understands that it is the Company’s intention to use the net proceeds from the sale of the Arivali Equipment to permanently reduce the RBC Loan in exchange for RBC’s discharge of its security in the Arivali Equipment.

2.1.8 The Trustee obtained a security opinion from Aird & Berlis LLP with respect to the validity and enforceability of the security held by RBC (the “Security Opinion”). The Security Opinion states that, subject to the usual qualifications, RBC has a valid security interest in Acculink’s assets that ranks in priority to the interests of a trustee in bankruptcy. A copy of the Security Opinion is attached as Appendix B.

2.1.9 The Trustee understands that all wages and vacation pay owing to employees were paid prior to the NOl filing. Further, the Company uses a third party payroll service provider

4

and, accordingly, the Trustee understands that there were no source deductions outstanding as at the date of the NOI filing. Lastly, the Trustee understands that the Company does not have a pension plan. For these reasons, the Trustee is of the view that the use of the sale proceeds to permanently reduce the RBC Loans is appropriate in the circumstances.

2.2 ADDITIONAL REDUNDANT EQUIPMENT AND EXCESS INVENTORY

2.2.1 The Company has built up significant excess inventory over the last several years (the “Excess Inventory”). The Company is currently selling the Excess Inventory to its normal customer base at discounted prices. Management has also identified additional redundant equipment (the “Redundant Equipment”). The Company, with the assistance of the Trustee, will be soliciting tenders for the sale of the Excess Inventory and the Redundant Equipment from auctioneers and various companies in the fencing industry. If an acceptable offer(s) is/are received, the Company will apply to this Court for an order to approve a sale, or sales, of the Excess Inventory and/or Redundant Equipment.

5

3.0 EXTENTION OF STAY PERIOD

3.1.1 The Company has been concentrating on stabilizing its manufacturing operations during the initial 30 day stay period. In particular, there have been certain supplier issues to be resolved in order to continue operations. We are advised by management that these issues have now been resolved and the Company can now concentrate on the plan to sell the Excess Inventory and Redundant Equipment.

3.1.2 The initial 30 day stay period under the NOI expires on November 4, 2015. The Company seeks a 45 day extension of the stay in order to close the transaction for the sale of the Arivali Equipment and obtain proposals for the sale of the Excess Inventory and Redundant Equipment. If the requested extension is not granted, the Company will be automatically deemed bankrupt.

3.1.3 Since the Filing Date, the Trustee has reviewed the Company’s cash flows and has filed the cash flow schedule and related reports with the Office of the Superintendent of Bankruptcy within the required ten day period. A copy of the cash flow and related reports are attached as Appendix C. The cash flow demonstrates that, prior to the proceeds generated from any sales of the Excess Inventory and Redundant Equipment, the Company is expected to have sufficient funds to carry on business and fund the proceedings through to December 21,2015

3.1.4 The Trustee is satisfied that the Company has acted and is acting in good faith and withdue diligence in these proceedings. The Trustee is satisfied that none of the Company’s creditors will be materially prejudiced by the extension of time sought by the Company to make a proposal.

This report is respectfully submitted this 2nd day of November, 2015.

KPMG INC. solely in its capacity as Trustee in Re: the Proposal of Acculink Fence & Wire Inc. and not in its personal capacity

Vice President

6



(COMMERCIAL LIST)

IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSALOF •



SECOND REPORT OF KPMG INC.IN ITS CAPACITY AS PROPOSAL TRUSTEE

DECEMBER 16,2015


1.1 INTRODUCTION


1.1.2 Acculink purchased the majority of its raw materials in U.S. dollars. However, the majority of its sales were to Canadian companies in Canadian dollars. The relatively recent and material rise in the U.S. dollar exchange has had a significant negative impact on Acculink’s gross margins, resulting in substantia) operating losses. To mitigate the negative effect of foreign exchange, and where practical, the Company has recently changed to suppliers that operate in Canadian dollars. In addition, Acculink’s sales volumes have declined significantly over the last two years resulting in excess production capacity.



1.1.5 On October 5,2015 (the “Filing Date”), the Company, on notice to RBC, filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to the Bankruptcy and Insolvency Act (“BIA”) to allow the Company to downsize its operations and sell its excess assets.


1.1.7 A copy of the NOI notice to creditors, including the creditor listing, was attached to the Trustee’s first report. Through ongoing loan repayments, Acculink’s secured creditors now total approximately $1.03 million (down from approximately $1.7 million on the filing date) and its unsecured creditors total approximately $3.2 million fora total outstanding indebtedness of $4.9 million. Of the $3.2 million of unsecured liabilities, approximately $1.1 million is to companies or persons related to Acculink.

1.1.8 During the proposal period, the Company intends to continue operating at reduced production levels sufficient to supply the related Roma entities and higher margin customers. In addition, the Company intends to sell redundant equipment and excess inventory to generate the proceeds to reduce its secured debt with RBC and to provide funds for a dividend to its creditors.

1.1.9 The Trustee filed its first report on November 2, 2015 (the “First Report”) which dealt with a request for an extension of the time to file'the proposal and with sales of certain redundant equipment.

1.1.10 The current extension of the stay period will expire on December 21, 2015.

1.2 PURPOSE OF THE TRUSTEE’S SECOND REPORT TO THE COURT (THE“SECOND REPORT”)

1.2.1 The Company will bring a motion returnable on December 18, 2015 (the “Motion"), foran order, among other things:

• Authorizing it to sell the Additional Equipment (as defined in Section 2 below) and apply those proceeds as a permanent reduction of the RBC loan;

• Authorizing it to sell, out of the ordinary course of business, the Redundant Equipment (as defined in Section 2 below) apply those proceeds as a permanent reduction of the RBC loan;

• Authorizing it to sell its Excess Inventory (as defined in Section 2 below) and deposit the proceeds to the operating account; and,

• Granting the Company an extension of the time period to make a proposal to February 4,2016.

1.2.2 In support of the Motion, the Company filed an Affidavit of Christina Marra swornDecember 13,2015 which describes in greater detail the background of the Motion,

1.2.3 The purpose of this report is to:

• Report on the sale of the Additional Equipment to Arivali Fence LLC (“Arivali”) of Bombay, India and the use of the proceeds generated from the sale, as described in greater detail in Section 2 below;

• Report on the proposed sale of the Redundant Equipment, as discussed in greater detail in Section 2 below;

• Report on the status of the Company’s Excess Inventory as described in greater detail in Section 2 below; and,

• Report on the status of the proposal proceeding to date, the Company’s extended cash flow forecast to February 26, 2015 and the request for an extension of the stay period all as set out in Section 3 below.

1.1.9

1.1.10

1.2

1.2.1

1.2.2

1.23

The Trustee filed its first report on November 2, 2015 (the “First Report”) which dealt with a request for an extension of the time to file the proposal and with sales of certain redundant equipment.

The current extension of the stay period will expire on December 21,2015.

PURPOSE OF THE TRUSTEE’S SECOND REPORT TO THE COURT (THE “SECOND REPORT”)

The Company will bring a motion returnable on December 18, 2015 (the “Motion”), for an order, among other things:

• Authorizing it to sell the Additional Equipment (as defined in Section 2 below) and apply those proceeds as a permanent reduction of the RBC loan;

• Authorizing it to sell, out of the ordinary course of business, the Redundant Equipment (as defined in Section 2 below) apply those proceeds as a permanent reduction of the RBC loan;

• Authorizing it to sell its Excess Inventory (as defined in Section 2 below) and deposit the proceeds to the operating account; and,

• Granting the Company an extension of the time period to make a proposal to February 4,2016.

In support of the Motion, the Company filed an Affidavit of Christina Marra sworn December 13,2015 which describes in greater detail the background of the Motion,

The purpose of this report is to:

• Report on the sale of the Additional Equipment to Arivali Fence LLC (“Arivali”) of Bombay, India and the use of the proceeds generated from the sale, as described in greater detail in Section 2 below;

• Report on the proposed sale of the Redundant Equipment, as discussed in greater detail in Section 2 below;

• Report on the status of the Company’s Excess Inventory' as described in greater detail in Section 2 below; and,

• Report on the status of the proposal proceeding to date, the Company’s extended cash flow forecast to February 26,2015 and the request for an extension of the stay period all as set out in Section 3 below.

out of the ordinary course of business without further Court approval for combined sales of up to a maximum value of $100,000 with the consent and assistance of the Trustee and the consent of RBC. The Redundant Equipment has all been appraised on a fair value, in place, basis and the Trustee will make reference to the appraised value of the equipment in respect of the request to approve any sales. The proceeds from any such sales will be applied as a permanent reduction of the RBC loan.

2.3 EXCESS INVENTORY

2.3.1 The Company has built up significant excess inventory over the last several years (the “Excess Inventory”). A listing of the Excess Inventory is attached as Appendix B. The Company, with the Trustee’s assistance, tried to solicit offers from auctioneers for the sale of the Excess Inventory, but was unsuccessful. Accordingly, the Company, with the assistance of the Trustee, has commenced a marketing campaign to offer the Excess Inventory to customers and competitors at significantly reduced prices. However, given the volume of Excess Inventory and the upcoming holiday season, the Company and the Trustee believe that it will certainly take until late January 2016 to run this marketing program and obtain sufficient offers to liquidate the Excess Inventory and obtain sufficient value to support the proposal. The proceeds from any such sales will be deposited to the RBC operating line.

3.0 EXTENTION OF STAY PERIOD ANDREVISED CASHFLOW

3.1.1 The initial 30 day stay period under the NOI was scheduled to expire on November 4,2015. The Company sought a 45 day extension of the stay in order to close the transaction for the first sale of the equipment to Arivali and obtain proposals for the sale of the Excess Inventory and Redundant Equipment.

3.1.2 The first stay extension under the NOI expires on December 21,2015. The Company seeks a further 45 day extension of the stay in order to close the second transaction for the sale of the Additional Equipment to Arivali. If the requested extension is not granted, the Company will be automatically deemed bankrupt.

3.13 The Company has prepared a revised cash flow that extends to February 29,2016, which is past the requested extension date. The Trustee has reviewed the cash flow and has filed the cash flow with the Office of the Superintendent of Bankruptcy. A copy of the cash flow is attached as Appendix C. The cash flow demonstrates that, prior to the proceeds generated from any sales of the Excess Inventory and Redundant Equipment, the Company is expected to have sufficient funds to carry on business and fund the proceedings through to February 26,2016.

3.1.4 The Trustee is satisfied that the Company has acted and is acting in good faith and with due diligence in these proceedings. The Trustee is satisfied that none of the Company’s creditors will be materially prejudiced by the extension of time sought by the Company to make a proposal.

This report is respectfully submitted this 16th day of December, 2015.


Per: Brad Nekton Vice President



(COMMERCIAL LIST)

IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSALOF



THIRD REPORT OF KPMG INC,IN ITS CAPACITY AS PROPOSAL TRUSTEE

JANUARY 28,2016

Table of ContentsPage

1.0 INTRODUCTION AND PURPOSE OF REPORT............................................................ 1

1.1 INTRODUCTION......................................................................................................... ..

1.2 PURPOSE OF THE TRUSTEE’S THIRD REPORT TO THE COURT....................... 2

2.0 SALE OF EXCESS ASSETS AND USE OF PROCEEDS................................................ 3

2.1 SALES TO ARIVALI.................................................................................................... ..

2.2 REMAINING REDUNDANT EQUIPMENT................................................................3

2.3 EXCESS INVENTORY...... ............................................................................................

3.0 EXTENSION OF STAY PERIOD AND REVISED CASH FLOW.................................. 4

Listing of Appendices

Appendix A

Appendix B

Listing of equipment to be sold by Danbury

Projected cashflow to April 1, 2016


1.1 INTRODUCTION


1.1.2 Acculink purchased the majority of its raw materials in U.S. dollars. However, the majority of its sales were to Canadian companies in Canadian dollars. The relatively recent and material rise in the U.S. dollar exchange has had a significant negative impact on Acculink’s gross margins, resulting in substantial operating losses. To mitigate the negative effect of foreign exchange the Company has switched to Canadian dollar suppliers where possible. In addition, Acculink’s sales volumes have declined significantly over the last two years resulting in excess production capacity.

1.1.3 Acculink’s primary lender is Royal Bank of Canada (“RBC"). RBC provided the Company with revolving demand loans in both U.S. and Canadian dollars, secured by a first ranking security interest over all of Acculink’s assets (the “RBC Loans”).


1.1.5 On October 5,20)5 (the “Filing Date”), the Company, on notice to RBC, filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to the Bankruptcy and Insolvency Act (“BIA”) to allow the Company to downsize its operations and sell its excess assets.


1.1.7 A copy of the NOI notice to creditors, including the creditor listing, was attached to, the Tmstee’s first report to the Court. Through ongoing loan repayments, Acculink’s secured creditors now total approximately CDN $358,000 and US $425,000 (down from approximately CDN $497,000 and US $905,000 on the filing date) and its unsecured creditors total approximately $3.2 million for a total outstanding indebtedness of $4.9 million at the time of filing. Of the $3.2 million of unsecured liabilities, approximately $1.1 million is to companies or persons related to Acculink.

1.1.8 During the proposal period, the Company has continued to operate at reduced production levels sufficient to supply the related Roma entities and higher margin customers. Since the date of the filing to January 15, 2016, Acculink has completed approximately CDN $819,000 and US $143,000 in sales.

1

1.1.9 In addition, the Company has sold significant redundant equipment for proceeds of US $330,000 and is working to sell excess inventoiy to generate the proceeds to reduce its secured debt with RBC and to provide funds for a dividend to its creditors.

1.1.10 The Trustee filed its first report on November 2,2015 (the “First Report”) and its second report on December 16,2015 (the “Second Report”) which both dealt with requests for an extension of the time to file the proposal and with sales of certain redundant equipment. These reports and the related motion records and orders are all posted on the Trustee’s website.

1.1.11 The current extension of the stay period will expire on February 4, 2016.

1.2 PURPOSE OF THE TRUSTEE’S THIRD REPORT TO THE COURT

1.2.1 The Company will bring a motion returnable on February 2, 2016 the (“Motion”), for an order, among other things, granting the Company an extension of the time period to make a proposal to March 21,2016.

1.2.2 In support of the Motion, the Company filed an Affidavit of Christina Marra sworn January 26,2016 which describes in greater detail the background of the Motion.

1.2.3 The purpose of this third report to the Court (the “Third Report”) report is to:

• Provide an update on the results of the previously approved sales of equipment and excess inventory;

• Report on the status of the proposal proceeding to date, and the Company’s extendedcash flow forecast to March 31,2016; and, .

• The request for an extension of the stay period all as set out in Section 3, below.

2

2.0 SALE OF EXCESS ASSETS AND USE OF PROCEEDS

2.1 SALES TO ARIVALI

2.1.1 As discussed in the Frst Report and the Second Report and approved in the related Court orders dated November 4, 2015 and December 18, 2015, the sales to Arivali have been completed and total proceeds of US $330,000 have been collected and applied as a permanent reduction to the RBC US dollar loan.

2.2 REMAINING REDUNDANT EQUIPMENT

2.2.1 As discussed in the Second Report and approved in the related Court order dated December 18, 2015, the Company has provided a small quantity of equipment to Danbury Global Limited (“Danbury”) to be sold in its auction at the end of January 2016. A listing of the equipment is attached as Appendix A. The sale of this equipment has been appraised at significantly less than the $100,000 approved limit as set out in the Second Report. The proceeds from any such sales will be applied as a permanent reduction of the RBC Loans.

2.3 EXCESS INVENTORY

23.1 The Company has built up significant excess inventory over the last several years (the “Excess Inventory”). A listing of the Excess Inventory was attached as Appendix B to the Second Report. The Company has contacted in excess of 200 parties over the last several weeks to provide them details of the Excess Inventory sales program. The Company has also been in discussions with three brokers in Ontario and the North Eastern U.S. to discuss an arrangement to sell further significant quantities of the Excess Inventory at discounted prices.

CO

3.0 EXTENSION OF STAY PERIOD AND REVISED CASHFLOW

3.1.1 The current stay period extension is scheduled to expire on February 4, 2016. The Company seeks a further 45 day extension of the stay in order to complete the sale of equipment by Danbury and complete the sale process for the Excess Inventory. If the requested extension is not granted, the Company will be automatically deemed bankrupt.

3.1.2 The Company has prepared a revised cash flow that extends to March 31, 2016, which is past the requested extension date. The Trustee has reviewed the cash flow and has filed the cash flow with the Office of the Superintendent of Bankruptcy. A copy of the cash flow is attached as Appendix B. The cash flow demonstrates that, prior to the proceeds generated from any sales of the Excess Inventory and the equipment to be sold by Danbury, the Company is expected to have sufficient funds to cany on business and fund the proceedings through to March 31,2016.

3.1.3 The Trustee is satisfied that the Company has acted and is acting in good faith and with due diligence in these proceedings. The Trustee is satisfied that none of the Company’s creditors will be materially prejudiced by the extension of time sought by the Company to make a proposal. The Trustee has discussed the proposed extension with RBC and they do not object to the extension requested.

This report is respectfully submitted this 28lh day of January, 2016.


Per: Brad Newton Vice President

4

Aird & Berlis LLP

Barristers and Solicitors

Sanjeev P. R, Mitra Direct: 416.865.3085

E-mail: [email protected]

October 30,2015

VIA EMAIL [email protected]

KPMG Inc.I 21 King Street West, Suite 700

Hamilton, ON L8P 4W7

Attention: Mr. Brad Newton .

Dear Sir:

Re: Proposal of Acculink Fence & Wire Inc._________________________________________

KPMG Inc., in its capacity as the proposal trustee (in such capacity, the “Proposal Trustee”) for Acculink Fence & Wire Inc. (the “Debtor”), has requested our opinion concerning the perfection

3 of the security documents herein discussed granted to Royal Bank of Canada (the “Secured] Creditor”) by the Debtor. We confirm that we have received and reviewed the securityj documents granted by the Debtor in favour of the Secured Creditor described herein, and hereby i provide you with our opinion concerning the perfection of same.II A. DOCUMENTS EXAMINED AND SEARCHES CONDUCTEDS .! In connection with the opinions contained in this letter, we have examined a copy of the General

Security Agreement dated March 3, 2005, granted by the Debtor to the Secured Creditor (the I “Security”). '

j In addition, in connection with the opinions contained in this letter, we have conducted the j following searches:p

1. the Province of Ontario Ministry of Government Services Corporation Profile Report search for the Debtor with a file currency October 30,2015; and

32. a certified search from the Ontario Personal Property Registration System against the

j Debtor with a file currency of October 28,2015 (the “PPSA Search”).

| We have conducted no further searches in connection with the delivery of this opinion.

! B. OPINIONS! .

| General Security Agreement

We have reviewed a copy of the Security, granted by the Debtor and note that it appears to be properly executed and delivered by on behalf of the Debtor by an authorized signing officer.

Brookfield Place. 181 Bav Street, Suite 1800, Box 75*1 ■ Toronto, ON M5i 2T9 Canada ’ M16.863.IS00 M16.863.1S15

.•.-..-.Ti dljer tii.r.cji-.i



-2-

According to the terms of the Security Agreement, it grants the Secured Creditor a security interest in all assets and undertaking of the Debtor to secure repayment of all present and future amounts owed by the Debtor to the Secured Creditor. We see no irregularity in the Security and would expect that it is enforceable in accordance with its terms.

The Secured Creditor registered a financing statement against the Debtor under Personal Property Security Act (Ontario) (the “PPSA”) in respect of the Security on March 11, 2005, under Reference File No. 613313577 and Registration No. 20050311 1945 1531 7085. This registration covers “Inventory”, “Equipment”, “Accounts”, “Other” and “Motor Vehicle”. This registration appears to be in good order with an expiry date of March 11, 2020. We would therefore conclude that the Security represents a valid and perfected security interest in the assets and undertaking of the Debtor described therein, being all of the Debtor’s inventory, equipment, accounts and book debts, business records, contractual rights, insurance claims and intellectual property.

Based on, limited by and subject to the assumptions and qualifications contained below, we are of the opinion that the security interests created by Security in the collateral described therein have been properly perfected under the PPSA (to the extent required) and rank in priority to the interest of a trustee in bankruptcy in the assets, properties and undertakings of the Debtor which are described in the Security and are located in the Province of Ontario, or, in the case of accounts, where the party obligated to pay an account is a resident of the Province of Ontario.

C. OTHER PPSA REGISTRATIONS

We note that there are registrations made by other companies and/or individuals against the Debtor after the Secured Creditor. In particular, the following creditors have made registrations against the Debtor:

• Travelers Financial Corporation and Canadian Western Bank (Equipment, Other, Motor Vehicle and includes MV details)

• Roynat Inc. (Inventory, Equipment, Accounts, Other, Motor Vehicle)• Bram-West Holdings Inc. (Inventory, Equipment, Accounts, Other, Motor Vehicle)• Tony Marra (Inventory, Equipment, Accounts, Other, Motor Vehicle)• Roma Fence Limited (Inventory, Equipment, Accounts, Other, Motor Vehicle)

We have not reviewed the security documents with respect to these registrations and express no opinion with respect these registrations.

D. ASSUMPTIONS

In connection with the opinions contained in this letter, we have assumed the following:

1. The entering into, execution and delivery of the Security to the Secured Creditor has been duly authorized by all necessary resolutions and other corporate actions on the part of the Debtor.

Aird & Berlis llpBarristers and Solicitors

-3-

2. The Security has been executed and delivered to the Secured Creditor by a director and/or officer of the Debtor duly authorized to execute and deliver those documents, and the signatures on the copies of the Security examined by us is that of the duly authorized director and/or officer of the Debtor.

3. The Security constitutes valid and enforceable obligations of the Debtor to the Secured Creditor as security for the Debtor’s obligations to the Secured Creditor, subject to the requirements of the Personal Property Security Act (Ontario) (the “PPSA”), the Bankruptcy and Insolvency Act (Canada) (the “BLA”), the Mortgages Act (Ontario) and the Planning Act (Ontario).

4. The Security has been unconditionally delivered by the Debtor to the Secured Creditor.

5. The Security has not been assigned, released, discharged or otherwise impaired, either in whole or in part.

6. The financing statements filed under the PPSA in respect of the Security, if any, were completed in compliance with the regulations under the PPSA and copies thereof were delivered to the Debtor in accordance with the provisions of the PPSA.

7. The Debtor is indebted to the Secured Creditor and received adequate consideration for the grant of the Security.

8. The genuineness of the signatures and the conformity to authentic original documents of the documents submitted to us as photocopies, electronic copies or fax copies, and that all documents were fully completed prior to signature.

9. “Acculink Fence & Wire Inc.” was the proper legal name of the Debtor at the time of execution and delivery of the Security, and that this name has not subsequently been changed.

10. The Debtor was a valid and subsisting corporation at the time of execution and delivery of the Security.

11. The copy of the PPSA Search examined by us in connection with the opinions given herein was complete and accurate when examined and continues to reflect registrations against the Debtor as of the date hereof.

12. The Debtor and the Secured Creditor intended the security interests created by the Security to attach, value has been given and the Debtor obtained rights in the collateral secured by the Security.

13. All facts set forth in official public records and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate.

Aird & Berlis llpBarristers and Solicitors

-3-

2. The Security has been executed and delivered to the Secured Creditor by a director and/or officer of the Debtor duly authorized to execute and deliver those documents, and the signatures on the copies of the Security examined by us is that of the duly authorized director and/or officer of the Debtor.

3. The Security constitutes valid and enforceable obligations of the Debtor to the Secured Creditor as security for the Debtor’s obligations to the Secured Creditor, subject to the requirements of the Personal Property Security Act (Ontario) (the “PPSA”), the Bankruptcy and Insolvency Act (Canada) (the "BIA”), the Mortgages Act (Ontario) and the Planning Act (Ontario).

4. The Security has been unconditionally delivered by the Debtor to the Secured Creditor.

5. The Security has not been assigned, released, discharged or otherwise impaired, either in whole or in part.

6. The financing statements filed under the PPSA in respect of the Security, if any, were completed in compliance with the regulations under the PPSA and copies thereof were delivered to the Debtor in accordance with the provisions of the PPSA.

7. The Debtor is indebted to the Secured Creditor and received adequate consideration for the grant of the Security.

8. The genuineness of the signatures and the conformity to authentic original documents of the documents submitted to us as photocopies, electronic copies or fax copies, and that all documents were fully completed prior to signature.

9. “Acculink Fence & Wire Inc.” was the proper legal name of the Debtor at the time of execution and delivery of the Security, and that this name has not subsequently been changed.

10. The Debtor was a valid and subsisting corporation at the time of execution and delivery of the Security.

11. The copy of the PPSA Search examined by us in connection with the opinions given herein was complete and accurate when examined and continues to reflect registrations against the Debtor as of the date hereof.

12. The Debtor and the Secured Creditor intended the security interests created by the Security to attach, value has been given and the Debtor obtained rights in the collateral secured by the Security.

13. All facts set forth in official public records and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate.

Aird & Berlis LLP

Barristers and Solicitors

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9. No opinion is given regarding any provision in the Security which purports to relieve a person from a liability or duty otherwise owed or to require compliance regardless of law.

10. We express no opinion as to the effect of those provisions of the Security which purport to allow the severance of invalid, illegal or unenforceable provisions or restricting their effect.

11. Enforcement of the Security may be affected or limited by any collateral agreements or arrangements relating thereto entered into between the parties thereto, of which we are not aware.

12. Enforcement of the rights to indemnity, contribution and waiver of contribution may be limited or voided by applicable law and may not be ordered by a court on grounds of public policy.

13. The enforceability of the Security is subject to the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find that any provision of the Security will be unenforceable as an attempt to vary or exclude a limitation period under that statute.

14. We express no opinion as to the enforceability of any provision of the Security which may be characterized by a court as an unenforceable penalty and not as a genuine preestimate of damages.

15. We express no opinion as to the application of the Securities Act (Ontario).

16. We express no opinion as to the enforceability of any provision of the Security:

(a) which purports to waive all defences which might be available to, or constitute a discharge of the liability of the Debtor or any party thereto;

(b) to the extent it purports to exculpate, or provide indemnity to, the Secured Creditor, its agents or any receiver, manager or receiver - manager appointed by it from liability in respect of acts or omissions which may be illegal, fraudulent or involve wilful misconduct; or

(c) which states that amendments or waivers of or with respect to the Security that are not in writing will not be effective.

17. We express no opinion as to any provision of the Security which states that any failure to exercise, or any delay in exercising, any right or remedy shall not operate as a waiver thereof.

18. We have not explored and express no opinion as to whether the Security may be successfully attacked as a preference under section 95 of the BIA or any similar provincial legislation.

19. A waiver of a provision of applicable law may not be effective.

Aird & Berlis LIPB*rristcf» And Solicltois

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20. Any provision which is considered to offend public policy or to contravene laws of public order may not be enforceable.

21. To the extent that the Security purports to extend the benefit thereof to persons who are not parties to the Security, those persons may be unable to enforce that benefit.

The opinions that we have expressed in this letter are limited to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. We trust that the foregoing opinions are satisfactory for your purposes. If you should have any questions or require further clarification in any respect, please do not hesitate to contact us.

Yours very truly,

AIRD & BERLIS LLP

24154960.1

Aird & Berus llp

Borriitcfs ond Solicitors

Aird & Berus LLP

Barristers and Solicitors - —

Sanjeev P. R. Mitra •Direct: 416-865-3085

Email: [email protected]

April 28,2016

VIA EMAIL [email protected] ,

KPMG Inc.21 King Street West, Suite 700 Hamilton, ON L8P 4W7

Attention: Mr. Brad Newton

I Dear Sir:

Re: Receivership of Acculink Fence & Wire Inc, (the “Debtor”)_______________________

KPMG Inc., in its capacity as the court-appointed receiver (in such capacity, the “Receiver”) of all the assets, undertakings and properties of the Debtor, has requested our opinion concerning the perfection of the security document herein discussed granted to Tony Marra (the “Secured

; Creditor”) by the Debtor. We confirm that we have received and reviewed the security ; document granted by the Debtor in favour of the Secured Creditor described herein, and hereby | provide you with our opinion concerning the perfection of same.

\ A. DOCUMENTS EXAMINED AND SEARCHES CONDUCTED

1 In connection with the opinions contained in this letter, we have examined a copy of the General• Security Agreement dated August 19, 2015, granted by the Debtor to and in favour of thej Secured Creditor (the “Security”).

i In addition, in connection with the opinions contained in this letter, we have conducted the ; following searches: •

| 1. the Province of Ontario Ministry of Government Services Corporation Profile Report. with a currency date of April 27, 2016 (the “Corporate Profile”); and

' 2. a certified search from the Ontario Personal Property Registration System against theI Debtor with file currency of April 26,2016 (the “PPSA Search”).

I ■\ We have conducted no further searches in connection with the delivery of this opinion,

j B. OPINIONi* We have reviewed a copy of the Security, granted by the Debtor and note that it appears to be

properly executed and delivered by on behalf of the Debtor by Christina Marra in her capacity as President. According to the terms of the Security Agreement, it grants the Secured Creditor a security interest in all assets and undertaking of the Debtor to secure repayment of all present and

Brookfield Place, 181 Bay Street, Suite 1800, Box 754 Toronto, ON MSI 2T9 ■ Canada I 416.863.1500 r 416.863.1515

. ,v;vv. 'if [11,0i'r. r ■

Ii



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future amounts owed by the Debtor to the Secured Creditor. We see no irregularity in the Security and would expect that it is enforceable in accordance with its terms.

The Secured Creditor registered a financing statement against the Debtor under Personal Property Security Act (Ontario) (the “PPSA”) in respect of the Security on August 26, 2015, under Reference File No. 709339833 and Registration No. 20150826 1413 1590 2202. This registration covers “Inventory”, “Equipment”, “Accounts”, “Other” and “Motor Vehicle”. This registration appears to be in good order with an expiry date of August 26, 2020. We would therefore conclude that the Security represents a valid and perfected security interest in the assets and undertaking of the Debtor described therein, being all of the Debtor’s inventory, equipment, accounts and book debts, business records, contractual rights and intellectual property.

Based on, limited by and subject to the assumptions and qualifications contained below, we are of the opinion that the security interests created by Security in the collateral described therein have been properly perfected under the PPSA (to the extent required) and rank in priority to the interest of a trustee in bankruptcy in the assets, properties and undertakings of the Debtor which are described in the Security and are located in the Province of Ontario, or, in the case of accounts, where the party obligated to pay an account is a resident of the Province of Ontario.

C. OTHER PPSA REGISTRATIONS

We note that there are registrations made by other companies and/or individuals against the Debtor under the PPSA. In particular, the following creditors have made registrations against the Debtor:

• Royal Bank of Canada (three registrations covering: Inventory, Equipment, Accounts, Other, Motor Vehicle; one registration covering: Accounts, Other; one registration covering: Equipment, No Fixed Maturity Date and the following general collateral description: General security agreement against 1 Chain Link Weaving Machine WVR99 with compactor manufactured by Bergandi Machinery Company, serial no. 1055WA12436 and serial no. 1056AW12436 and 1 Chain Link Weaving Machine WVR99 with compactor manufactured by Bergandi Machinery Company, serial no. 1057WA12436 and serial no. 1058AW12436)

• Travelers Financial Corporation and Canadian Western Bank (Equipment, Other, Motor Vehicle, includes Motor Vehicle details and the following general collateral description: One (1) new 2012 Kenworth T370 S/N 2NKHLN9X9CM954694 C/W one (1) new 2011 Durabody 28' Flat Deck S/N 4563000NT together with all attachments, accessories, accessions, replacements, substitutions, additions, and improvements thereto, and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral or proceeds of the collateral and a right to any insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.)

• Roynat Inc. (Inventory, Equipment, Accounts, Other, Motor Vehicle)• Bram-West Holdings Inc. (Inventory, Equipment, Accounts, Other, Motor Vehicle)• Roma Fence Limited (Inventory, Equipment, Accounts, Other, Motor Vehicle)

Other than the security of Royal Bank of Canada, we have not reviewed the security documents with respect to these other registrations and express no opinion with respect them.

AlRD & BERLIS llp

Barristers and Sollcitois

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D. ASSUMPTIONS

In connection with the opinion contained in this letter, we have assumed the following:

1. the entering into, execution and delivery of the Security to the Secured Creditor has been duly authorized by all necessary resolutions and other corporate actions on the part of the Debtor;

2. the Security has been executed and delivered to the Secured Creditor by a director and/or officer of the Debtor duly authorized to execute and deliver those documents, and the signatures on the copies of the Security examined by us are those of the duly authorized director and/or officer of the Debtor;

3. the Security constitutes valid and enforceable obligations of the Debtor to the Secured Creditor as security for the Debtor’s obligations to the Secured Creditor, subject to the requirements of the PPSA, the Bankruptcy and Insolvency Act (Canada) (the “BIA”), the Mortgages Act (Ontario) and the Planning Act (Ontario);

4. the Security has been unconditionally delivered by the Debtor to the Secured Creditor;

5. the Security has not been assigned, released, discharged or otherwise impaired, either in whole or in part;

6. the financing statements filed under the PPSA in respect of the Security, if any, were completed in compliance with the regulations under the PPSA and copies thereof were delivered to the Debtor in accordance with the provisions of the PPSA;

7. the Debtor is indebted to the Secured Creditor and received adequate consideration for the grant of the Security;

8. the genuineness of the signatures and the conformity to authentic original documents of the documents submitted to us as photocopies, electronic copies or fax copies, and that all documents were fully completed prior to signature;

9. “Acculink Fence & Wire Inc.” was the proper legal name of the Debtor at the time of execution and delivery of the Security, and that this name has not subsequently been changed;

10. the Debtor was a valid and subsisting corporation at the time of execution and delivery of the Security;

11. the copy of the PPSA Search examined by us in connection with the opinions given herein was complete and accurate when examined and continues to reflect registrations against the Debtor, as applicable, as of the date hereof;

12. the Debtor and the Secured Creditor intended the security interests created by the Security to attach, value has been given and the Debtor obtained rights in the collateral secured by the Security; and

Aird & Berus llp

Barihtcts end Solicitors

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13. all facts set forth in official public records and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate.

E. QUALIFICATIONS

The opinion that we have expressed in this letter is further subject to the following qualifications:

1. we express no opinion as to the right, title or interest of the Debtor in or to any of the assets, undertakings and properties of the Debtor;

2. we express no opinion on whether any secured party may have a perfected purchase money security interest which may exist in respect of any of the assets, undertakings and properties of the Debtor;

3. we express no opinion as to whether a security interest was created in the following property:

(a) property consisting of a receivable, license, approval, privilege, franchise, permit, lease or agreement to the extent that the terms of such property or any applicable law prohibit its assignment or require, as a condition of its assignability, a consent, approval or other authorization or registration which has not been made or given;

(b) permits, quotas or licenses which are held by or issued to the Debtor;i

(c) federal crown debts; and

(d) any real property or interest therein;

4. • we have made no searches under applicable statutes, including the Copyright Act(Canada), the Patent Act (Canada) and the Trade-marks Act (Canada), to confirm that the Secured Creditor has made registrations that may be necessary to perfect its security interests, if any, in intellectual property;

5. we express no opinion as to the ranking or priority of any of the Security in relation to the security interests, liens (including construction liens and any holdbacks required to be maintained pursuant to the Construction Lien Act (Ontario)) or trust claims of any other party, if any;

6. the validity, binding effect and enforceability of the Security may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally;

7. the rights and remedies of the Secured Creditor contained in the Security may be subject to and affected by general principles of equity;

Aird & Berus up

pA/riftcrs and Solicitors

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8. no opinion is expressed as to the enforceability of any provision in the Security which suggests that modifications, amendments or waivers of or with respect to any of the Security that are not in writing will not be effective;

9. no opinion is given regarding any provision in the Security which purports to relieve a person from a liability or duty otherwise owed or to require compliance regardless of law;

10. we express no opinion as to the effect of those provisions of the Security which purport to allow the severance of invalid, illegal or unenforceable provisions or restricting their effect;

11. enforcement of the Security may be affected or limited by any collateral agreements or arrangements relating thereto entered into between the parties thereto, of which we are not aware;

12. enforcement of the rights to indemnity, contribution and waiver of contribution may be limited or voided by applicable law and may not be ordered by a court on grounds of public policy;

13. the enforceability of the Security is subject to the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find that any provision of the Security will be unenforceable as an attempt to vary or exclude a limitation period under that statute;

14. we express no opinion as to the enforceability of any provision of the Security which may be characterized by a court as an unenforceable penalty and not as a genuine pre-estimate of damages;

15. we express no opinion as to the application of the Securities Act (Ontario);

16. we express no opinion as to the enforceability of any provision of the Security:

(a) which purports to waive all defences which might be available to, or constitute a discharge of the liability of the Debtor or any party thereto;

(b) to the extent it purports to exculpate, or provide indemnity to, the Secured Creditor, its agents or any receiver, manager or receiver - manager appointed by it from liability in respect of acts or omissions which may be illegal, fraudulent or involve wilful misconduct; or

(c) which states that amendments or waivers of or with respect to the Security that are not in writing will not be effective;

17. we express no opinion as to any provision of the Security which states that any failure to exercise, or any delay in exercising, any right or remedy shall not operate as a waiver thereof;

18. we have not explored and express no opinion as to whether the Security may be successfully attacked as a preference under section 95 of the B1A or any similar provincial legislation;

Aird & Berus llpBarristers and Solicitors

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19. a waiver of a provision of applicable law may not be effective;

20. any provision which is considered to offend public policy or to contravene laws of public order may not be enforceable; and

21. to the extent that the Security purports to extend the benefit thereof to persons who are not parties to the Security, those persons may be unable to enforce that benefit.

The opinion that we have expressed in this letter is limited to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. We trust that the foregoing opinion is satisfactory for your purposes. If you should have any questions or require further clarification in any respect, please do not hesitate to contact us.

Yours very truly,

AIRD & BERLIS LLP

Sa*vj Mtiros

Sanjeev P. R. Mitra SPRM/ap

25745123.2

Aird & Berlis llp

Batriiters and Solicitors

Court File No.: CV-]$-l1318-00CL


(COMMERCIAL LIST)

IN THE MATTER OF SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT,; R.S.C. 1985, C. B-3, AS AMENDED, AND SECTION 101 OF THE COURTS OF

JUSTICE ACT, R.S.0.1990 C. C.43, AS AMENDED

THE HONOURABLE fl'PDAm

JUSTICE ^o/\/ioA/


Applicant

- and -


. Respondent

) MONDAY, THE 21st

)v DAY OF MARCH, 2016

ORDER

THIS APPLICATION made by the Applicant, Royal Bank of Canada, for an Order

pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended (the "BIA") and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as

amended (the ”CJAn) appointing KPMG Inc. as receiver (in such capacities, the "Receiver")

without security, of all of the assets, undertakings and properties of Acculink Fence & Wire Inc.

(the "Debtor") acquired for, or used in relation to a business carried on by the Debtor, was heard

this day at 330 University Avenue, Toronto, Ontario.

/ * fllON READING the affidavit of Juergen Manski sworn 4 and the Exhibits thereto and on

hearing the submissions of counsel for the Applicant, and ctHHKjBl for. the Debtor, and on reading

the consent of KPMG Inc. to act as the Receiver,

TORONTO 8911-11 1134428v1

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SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application and the

Application is hereby abridged and validated so that this motion is properly returnable today and

hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of the

CJA, KPMG Inc. is hereby appointed Receiver, without security, of all of the assets,

undertakings and properties of the Debtor acquired for, or used in relation to a business carried

on by the Debtor, including all proceeds thereof (the "Property").

RECEIVER’S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

(a) to take possession of and exercise control over the Property and any and

all proceeds, receipts and disbursements arising out of or from the

Property; ’

(b) to receive, preserve, and protect the Property, or any part or parts thereof,

including, but not limited to, the changing of locks and security codes, the

relocating of Property to safeguard it, the engaging of independent

security personnel, the taking of physical inventories and the placement of

such insurance coverage as may be necessary or desirable;

(c) to manage, operate, and carry on the business of the Debtor, including the

powers to enter into any agreements, incur any obligations in the ordinary

course of business, cease to carry on all or any part of the business, or

cease to perform any contracts of the Debtor;

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SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application and the

Application is hereby abridged and validated so that this motion is properly returnable today and

hereby dispenses with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of the

CJAt KPMG Inc. is hereby appointed Receiver, without security, of all of the assets,

undertakings and properties of the Debtor acquired for, or used in relation to a business carried

on by the Debtor, including all proceeds thereof (the "Property").

RECEIVER’S POWERS

3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Property and, without in any way limiting the generality

of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the

following where the Receiver considers it necessary or desirable:

(a) to take possession of and exercise control over the Property and any and

all proceeds, receipts and disbursements arising out of or from the

Property; ’

(b) to receive, preserve, and protect the Property, or any part or parts thereof,

including, but not limited to, the changing of locks and security codes, the

relocating of Property to safeguard it, the engaging of independent

security personnel, the taking of physical inventories and the placement of

such insurance coverage as maybe necessary or desirable;

(c) to manage, operate, and carry on the business of the Debtor, including the

powers to enter into any agreements, incur any obligations in the ordinary

course of business, cease to carry on all or any part of the business, or

cease to perform any contracts of the Debtor;

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(d) to engage consultants, appraisers, agents, experts, auditors, accountants,

managers, counsel and such other persons from time to time and on

whatever basis, including on a temporary basis, to assist with the exercise

of the Receiver’s powers and duties, including without limitation those

conferred by this Order,

(e) . to purchase or lease such machinery, equipment, inventories, supplies,

premises or other assets to continue the business of the Debtor or any part

or parts thereof;

(f) to receive and collect all monies and accounts now owed or hereafter

owing to the Debtor and to exercise all remedies of the Debtor in

collecting such monies, including, without limitation, to enforce any

security held by the Debtor;

(g) to settle, extend or compromise any indebtedness owing to the Debtor,

(h) to execute, assign, issue and endorse documents of whatever nature in

respect of any of the Property, whether in the Receiver's name or in the

name and on behalf of the Debtor, for any purpose pursuant to this Order;

(i) to initiate, prosecute and continue the prosecution of any and all

proceedings and to defend all proceedings now pending or hereafter

instituted with respect to the Debtor, the Property or the Receiver, and to

settle or compromise any such proceedings. The authority hereby

conveyed shall extend to sucii appeals or applications for judicial review

in respect of any order or judgment pronounced in any such proceeding;

(j) to market any or all of the Property, including advertising and soliciting

offers in respect of the Property or any part or parts thereof and

negotiating such terms and conditions of sale as the Receiver in its

discretion may deem appropriate;

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(k) to sell, convey, transfer, lease or assign the Property or any part or parts

thereof out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not

exceeding $50,000.00, provided that the aggregate consideration

for all such transactions does not exceed $100,000.00; and

(ii) with the approval of this Court in respect of any transaction in

which the purchase price or the aggregate purchase price exceeds

the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Act, or section 31 of the Ontario Mortgages

Act, as the case may be, shall not be required, and in each case the Ontario

Bulk Sales Act shall not apply.

(l) to apply for any vesting order or other orders necessary to convey the

Property or any part or parts thereof to a purchaser Or purchasers thereof,

free and clear of any liens or encumbrances affecting such Property;

(m) to report to, meet with and discuss with such affected Persons (as defined

below) as the Receiver deems appropriate on all matters relating to the

Property and the receivership, and to share information, subject to such

terms as to confidentiality as the Receiver deems advisable;

(n) to register a copy of this Order and any other Orders in respect of the

Property against title to any of the Property;

(o) to apply for any permits, licences, approvals or permissions as may be

required by any governmental authority and any renewals thereof for and

on behalf of and, if thought desirable by the Receiver, in the name of the

Debtor;

(p) to enter into agreements with any trustee in bankruptcy appointed in

respect of the Debtor, including, without limiting the generality of the

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foregoing, the ability to enter into occupation agreements for any property

owned or leased by the Debtor;

(q) to act as trustee in bankruptcy of the Debtor,

(r) to exercise any shareholder, partnership, joint venture or other rights

which the Debtor may have; and

(s) to take any steps reasonably incidental to the exercise of these powers or

the performance of any statutory obligations.

and in each case where the Receiver takes any such actions or steps, it shall be exclusively

authorized and empowered to do so, to the exclusion of all other Persons (as defined below),

including the Debtor, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors,

officers, employees, agents, accountants, legal counsel and shareholders, and all other persons

acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,

governmental bodies or agencies, or other entities having notice of this Order (all of the

foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the

Receiver of the existence of any Property in such Person's possession or control, shall grant

immediate and continued access to the Property to the Receiver, and shall deliver all such

Property to the Receiver upon the Receiver’s request.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence of any books, documents, securities, contracts, orders, corporate and accounting

records, and any other papers, records and information of any kind related to the business or

affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data

storage media containing any such information (the foregoing, collectively, the "Records") in

that Person’s possession or control, and shall provide to the Receiver or permit the Receiver to

make, retain and take away copies thereof and grant to the Receiver unfettered access to and use

of accounting, computer, software and physical facilities relating thereto, provided however that

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nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,

or the granting of access to Records, which may not be disclosed or provided to the Receiver due

to the privilege attaching to solicitor-client communication or due to statutory provisions

prohibiting such disclosure.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver. Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and

providing the Receiver with any and all access codes, account names and account numbers that

maybe required to gain access to the information.

7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver’s intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled

to have a representative present in the leased premises to observe such removal and, if the

landlord disputes the Receiver’s entitlement to remove any such fixture under the provisions of

the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any

applicable secured creditors, such landlord and the Receiver, or by further Order of this Court

upon application by the Receiver on at least two (2) days notice to such landlord and any such

secured creditors.

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NO PROCEEDINGS AGAINST THE RECEIVER

8. THIS COURT ORDERS that no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except

with the written consent of the Receiver or with leave of this Court.

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the

Property shall be commenced or continued except with the written consent of the Receiver or

with leave of this Court and any and all Proceedings currently under way against or in respect of

the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

10. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or

affecting the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that

nothing in this paragraph shall (i) empower the Receiver or the Debtor to cany on any business

which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from

compliance with statutory or regulatory provisions relating to health, safety or the environment,

(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent

the registration of a claim for lien.

NO INTERFERENCE WITH THE RECEIVER

11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,

licence or permit in favour of or held by the Debtor, without written consent of the Receiver or

leave of this Court.

CONTINUATION OF SERVICES

12. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtor or statutory or regulatory mandates for the supply of goods and/or services, including

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without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the supply of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of the Debtor’s current

telephone numbers, facsimile numbers, internet addresses and domain names, provided in each

case that the normal prices or charges for all such goods or services received after the date of this

Order are paid by the Receiver in accordance with normal payment practices of the Debtor or

such other practices as may be agreed upon by the supplier or service provider and the Receiver,

or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of

payments received or collected by the Receiver from and after the making of this Order from any

source whatsoever, including without limitation the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whether in existence on the date of this

Order or hereafter coming into existence, shall be deposited into one or more new accounts to be

opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit

of such Post Receivership Accounts from time to time, net of any disbursements provided for

herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any

further Order of this Court.

EMPLOYEES

14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of

the Debtor until such time as the Receiver, on the Debtor’s behalf, may terminate the

employment of such employees. The Receiver shall not be liable for any employee-related

liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of

the BL4, other than such amounts as the Receiver may specifically agree in writing to pay, or in

respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner

Protection Program Act.

-9-

PIPEDA

15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver shall disclose personal

infonnation of identifiable individuals to prospective purchasers or bidders for the Property and

to their advisors, but only to the extent desirable or required to negotiate and attempt to complete

one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

whom such personal infonnation is disclosed shall maintain and protect the privacy of such

infonnation and limit the use of such information to its evaluation of the Sale, and if it does not

complete a Sale, shall return all such infonnation to the Receiver, or in the alternative destroy all

such information. The purchaser of any Property shall be entitled to continue to use the personal

information provided to it, and related to the Property purchased, in a manner which is in all

material respects identical to the prior use of such information by the Debtor, and shall return all

other personal information to the Receiver, or ensure that all other personal information is

destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

16. THIS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any federal, provincial or other law respecting the

protection, conservation, enhancement, remediation or rehabilitation of the environment or

relating to the disposal of waste or other contamination including, without limitation, the

Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario

Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations

thereunder (the "Environmental Legislation"), provided however that nothing herein shall

exempt the Receiver from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in

pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession of

any of the Property within the meaning of any Environmental Legislation, unless it is actually in

possession.

-10-

LIMITATION ON THE RECEIVER’S LIABILITY

17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result

of its appointment or the carrying out the provisions of this Order, save and except for any gross

negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5)

or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order

shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any

other applicable legislation.

RECEIVER’S ACCOUNTS

18. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid then-

reasonable fees and disbursements, in each case at their standard rates and charges unless

otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to

the Receiver shall be entitled to and are hereby granted a charge (the "Receiver’s Charge”) on the

Property, as security for such fees and disbursements, both before and after the making of this

Order in respect of these proceedings, and that the Receiver’s Charge shall form a first charge on

the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory

or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the

BIA.

19. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts

from time to time, and for this purpose the accounts of the Receiver and its legal counsel are

hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

20. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at

liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its

fees and disbursements, including legal fees and disbursements, incurred at the standard rates

and charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

21. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

borrow by way of a revolving credit or otherwise, such monies from time to time as it may

-11-

consider necessary or desirable, provided that the outstanding principal amount does not exceed

$50,000.00 (or such greater amount as this Court may by further Order authorize) at any time, at

such rate of rates of interest as it deems advisable for such period or periods of time as it may

arrange, for the purpose of funding the exercise of the powers and duties conferred upon the

Receiver by this Order, including interim expenditures. The whole of the Property shall be and

is hereby charged by way of a fixed and specific charge (the "Receiver’s Borrowings Charge") as

security for the payment of the monies borrowed, together with interest and charges thereon, in

priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise,

in favour of any Person, but subordinate in priority to the Receiver’s Charge and the charges as

set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

22. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other

security granted by the Receiver in connection with its borrowings under this Order shall be

enforced without leave of this Court.

23. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates

substantially in the form annexed as Schedule "A" hereto (the "Receiver’s Certificates") for any

amount borrowed by it pursuant to this Order.

24. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver

pursuant to this Order or any further order of this Court and any and all Receiver’s Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver’s Certificates.

SERVICE AND NOTICE

25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

“Protocol”) is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-

protocol/I shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute

an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to

Rule 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of

documents in accordance with the Protocol will be effective on transmission. This Court further

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/I

http://www.ontariocourts.ca/sci/practice/practice-directions/toronto/e-service-protocol/I

-12-

orders that a Case Website shall be established in accordance with the Protocol with the

following URL www.komg.com/ca/en/services/advisorv/transactionrestTucturine/

creditorlinksites/acculink-fence-and-wire

26. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any

other materials and orders in these proceedings, any notices or other correspondence, by

forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile

transmission to the Debtor's creditors or other interested parties at their respective addresses as

last shown on the records of the Debtor and that any such service or distribution by cornier,

personal delivery or facsimile transmission shall be deemed to be received on the next business

day following the date of forwarding thereof, or if sent by ordinary mail, on the third business

day after mailing.

GENERAL

27. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for

advice and directions in the discharge of its powers and duties hereunder.

28. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting

as a trustee in bankruptcy of the Debtor.

29. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,







30. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and for assistance in carrying out the terms of this Order, and

that the Receiver is authorized and empowered to act as a representative in respect of the within

http://www.komg.com/ca/en/services/advisorv/transactionrestTucturine/

-13-

proceedings for the purpose of having these proceedings recognized in a jurisdiction outside

Canada.

31. THIS COURT ORDERS that the Applicant shall have its costs of this Application, up to

and including entry and service of this Order, provided for by the terms of the Applicant’s

security or, if not so provided by the Applicant’s security, then on a substantial indemnity basis

to be paid by the Receiver from the Debtor’s estate with such priority and at such time as this

Court may determine.

32. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

likely to be affected by the order sought or upon such other notice, if any, as this Court may

order.

ENTERED AT 11N8CRIT A TORONTO

ON I BOOK NO:LE/DANS LE REGISTRE NO.:

MAI ■ 116

SCHEDULE"A"

RECEIVER CERTIFICATE

CERTIFICATE NO.______________ .

AMOUNT $_____________________

1. THIS IS TO CERTIFY that KPMG Inc., the receiver (the "Receiver") of the assets,

undertakings and properties Acculink Fence & Wire Inc. acquired for, or used in relation to a

business carried on by the Debtor, including all proceeds thereof (collectively, the “Property”)

appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the "Court")

dated the 21st day of March, 2016 (the "Order") made in an action having Court file number

CV14-11318-00CL, has received as such Receiver from the holder of this certificate (the

"Lender") the principal sum of $___________ , being part of the total principal sum of

$___________ which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with

interest thereon calculated and compounded [daily] [monthly not in advance on the_______day

of each month] after the date hereof at a notional rate per annum equal to the rate of______per

cent above the prime commercial lending rate of Bank of_________from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver

to any person other than the holder of this certificate without the prior written consent of the

holder of this certificate.

-2-

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Property as authorized by the Order and as authorized by any further or other order of the

Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any

sum in respect of which it may issue certificates under the terms of the Order.

DATED the____ _ day of______________ , 2016.

KPMG INC., solely in its capacity as Receiver of the Property, and not in its personal capacity

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•1'GLOBE AND MAIL • THURSDAY, MARCH24?£01-6 REPORT ON BUSINESS • B7

CKERniiiHMimmitiiM

w U.S. home sales sound in February

With revenue off 45 per Credit Suisse to slash thousands more jobs

rU.S. single-family home b rebounded modestlyin Feb- jy as a surge in the U.S. West et sharp declines in other bns, pointing to a gradually ‘ Roving housing sector amid a rth of properties available on market.ie Commerce Department : on Wednesday housing sales tbio per cent to a seasonally ibted. annual rate of 512,000

January's sales pace was reft up,to 502,000 units from previously reported 494,000 ■s.jiw single-family home sales e driven by a 38.5 per cent pin the.West last month, th reversed January’s 32,7 per

jnfevvedattempt id sa&^etn^

miner benefits they haid Jged.oomberg News

ance to push for ug-cost regulations

ach President Francois Hoi- 3e said on Wednesday he aid push for international reg- tion of medicine prices at a iup of Seven summit in Japan Hay and a G20 meeting in Chi- In September.The idea is to be able to fight ring medicine prices and iw for regulation to take place in international level," he said the sidelines of a World Uth Organization meeting in in, France. Mr. Hollande did elaborate..

he rising cost of drugs has tie under fire around the fid as campaigners in devel- ng countries demand reform he patent system to make itments more affordable, ile U.S. Democratic presiden- candidatc Hillary Clinton has

■mised to rein in prices in the ited States.niters ■

JEFFREY VOEGELI RICHARD PARTINGTON

Credit Suisse Group AG chief executive Tidjane Thiarav who said he was blindsided bya buildup of illiquid trading positions that will probably spark a first-quarter loss, has pledged to make deeper cost cuts.

‘ The global markets unit, which houses securities trading, will lose money in the quarter as revenue drops as much as 45 per cent from a year earlier, Credit Suisse said on Wednesday. Holdings of distressed debts, leveraged loans and securitized products triggered $258-riiiilIon (U.S.) of write-"fl .. • .I<l W.nVinl., til .1 .1 —

temational - a small loss in IBCM and a big loss in global markets. Once you take the restructuring charges, you fall into losses.That’s structural and due to investments we’re making right now.”

Credit Suisse expects restructuring costs to peak at one billion Swiss francs this year ($i.4-billion Canadian), before dropping to 6oo-miilion francs in 2017. .

The bank is targeting net cost ' savings of at least three billion francs by 2018, up from two billion francs, while costs at global markets, led by Tim O’Hara, will be cut to ,5.4 billion francs from 0.6 billion

RETIREMENT j

U.S. wealth manq

TARIRO MZEZEWA NEW YORK 'j...... ....... t|Wealth managers in.the United yjStates are cutting fees, relying dmore on technology to give tadvice and reducing the min- ' firaum amounts clients can hold sin their brokerage accounts, all in preparation for a new rule igoverning how they advise retire- (ment savers. (

Some advisers are even job {hunting, worried that the rule’s 1impending introduction could islash their compensation. 1

The Department of Labour 1(DOL) is expected to publish the 1so-called fiduciary'standard in 1the next few weeks. It requires wealth managers to put the interests of retirement savers ahead of their own.

Supporters of. the new rule, such as consumer groups and retiree advocates, say it will promote transparency and protect investors from being sold unnec- • essary financial products that increase commissions for brokers and create conflicts of interest.

/TENDERS ..

INVITATION FOR PROPOSALSTO PURCHASE THE BUSINESS AND/OR ASSETS OF

ACCULINK FENCE & WIRE INC.Pursuant to an order of the Ontario Superior Court of Justice, .Commercial List, dated March 21, 2016, KPMG Inc. in its capacity as Court-appointed receiver (the "Receiver") of Acculink Fence & Wire Inc. ("Acculink"), hereby invites written proposals for the purchase of the Receiver's.right, title and interest, if any, in the business operations, undertaking and assets of Acculink on an en bloc basis, or otherwise, on an "asis, where is* basis. Acculink operates a fence manufacturing plant from leased premises in Bolton, Ontario.

Assets offered for sale indude the following: '• Inventory;• Manufacturing equipment;• Intangible assets

All proposals must be sealed and received In writing by KPMG Inc. at Suite 700, 21 King Street West, Hamilton, Ontario, L8P 4W7 no later than 2:00 p.m. (EST) on April 28,2016.

The highest or any proposal will not necessarily be accepted. En bloc proposats for the purchase of the entire assets and operations of Acculink will be given special consideration. Nothing contained in this Invitation for Proposals precludes the Receiver from entering into an agreement to sell any or all assets prior to April 28, 2016. This Invitation for Proposals is not, and under no drcumstances is It to be construed to be, an offering of securities.

Ail proposals must be accompanied by a refundable deposit of 15% of the purchase price offered and conform to the terms and conditions set out by the Receiver. Interested parties are invited to download an acquisition overview and confidentiality agreement from Ihe Receiver's website (www.kpmg.com/ca/acculink). To obtain further details or to arrange an inspection of assets and operations, please contad Mr. Adam Boettger at (905) 523-2236 or [email protected].

KPMG INC.,COURT-APPOINTED RECEIVER OF ACCULINK FENCE & WIRE INC.

http://www.kpmg.com/ca/acculink


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KPMG Inc. in its capacity as court-appointed receiver (the "Receiver") of Acculink Fence & Wire Inc. (the "Company") hereby invites written proposals for the purchase of the Receiver's right title and interest, if any, in the operations, undertakings and assets of the Company on an en bloc basis, or otherwise on an "as is, where is" basis.Overview

• The Company operates a fence manufacturing plant from leased premises in Bolton, Ontario.

Key investment features

• Manufactured fencing products include chain-link fencing, dog kennels, iron fencing supplies and accessories, ornamental iron fencing and agricultural fence;

• Custom built wire bending / cutting machines;• Bergandi model WVR-500 chain link weaver;• Three propane-powered forklifts;

Important noticeTbs Receiver makes no express or implied representation or warranty with respect to the accuracy or completeness of the information contained herein. Nothing contained herein is, or should be relied upon as a representation, The Receiver expressly advises and the prospective purchaser acknowledges by virtue of submitting a proposal to purchase, that the prospective purchaser Is not and could not reasonably rely on this information in arriving at its decision to purchase the assets described herein. Each prospective purchaser must rely upon its own inspection and investigation In order to satisfy itself as to title, liens, encumbrances, description, fitness for purpose, quantity, condition, quality, value or any other matter or thing whatsoever. This notice is not, and under no circumstances is to be construed to be an offering of securities.

AUDIT ■ TAX ■ ADVISORYO 7016 KPMG LIP, the C*r*C4A rremtwr t<m ol KPMG Intctfutorui.» S*»u coopofobvA fit r^hta tctefvrt. KPMG and tto KPMG tof o v* rcpitert of KPMG l/Moiruhonai, t coopwivvo

KPMG Inc.Court-Appointed Receiver of Acculink Fence & Wire Inc. •Attention: Adam Boettger

[Date: _____________,2016]

RE: Confidentiality Agreement

Dear Mr. Boettger:

Re: Acculink Fence & Wire Inc. ("Acculink”)

In connection with your possible interest in exploring a transaction (a “Transaction”) involving the assets of Acculink, you have requested certain oral and written information concerning the assets of Acculink from KPMG Inc. (“KPMG”), in its capacity as court appointed receiver of Acculink (the “Receiver”), as well as from officers, directors, employees, representatives, solicitors, advisors and/or agents of Acculink (collectively, “Acculink’s Representatives”). References to the “Information Parties” herein shall mean Acculink, the Receiver or its agents and employees. All such information furnished to you or your Representatives (as defined below) by or on behalf of the Information Parties (irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by you or your Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the “Information”. In consideration of furnishing you with the Information, the Information Parties request your agreement to, and you agree to and will cause your Representatives to comply with, the following:

1. The Information will be used solely for the purpose of evaluating a Transaction, and the Information will be kept strictly confidential and will not be disclosed by you or your Representatives, except that you may disclose the Information or portions thereof to those of your directors, officers and employees and representatives of your legal, accounting and financial advisors (the persons to whom such disclosure is permissible being collectively referred to herein as the “Representatives”) who need to know such information for the purpose of evaluating such Transaction; provided that such Representatives are informed of the confidential and proprietary nature of the Information and agree to comply with the terms of this Agreement. You agree to be responsible for any breach of this Agreement by your Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy Acculink and/or the Receiver may have against such Representatives with respect to any such breach).

2. Except with the prior written consent of the Receiver, neither you nor your Representatives will disclose to any person either the fact that any investigations,

discussions or negotiations are taking place concerning a Transaction, or that you have received Information from any of the Information Parties, or any of the terms, conditions or other facts with respect to any such possibje Transaction or involvement, including the status thereof. The term ‘‘person” as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership, limited liability company, trust or other entity or individual.

3. If you or any of your Representatives become legally compelled (including by deposition, discovery, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Information, you shall provide the Receiver with prompt prior written notice of such requirement so that the Receiver may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the Receiver waives compliance with the provisions hereof, both you and your Representatives shall disclose only that portion of the Information which is legally required to be disclosed and to take all reasonable steps to attempt to preserve the confidentiality of the Information.

4. The term “Information” does not include any information which (i) at the time of disclosure is generally available to the public (other than as a result of a disclosure directly or indirectly by you or your Representatives) or (ii) was available to you on a non-confidential basis from a source other than any of the Information Parties or their respective advisors, provided that such source is not and was not known by you to be bound by a confidentiality obligation owed to the Receiver or Acculink.

5. If you determine not to pursue a Transaction, you will promptly notify the Receiver and its counsel of your determination. At the time of such notice, or if, at any earlier time, the Receiver so directs (whether or not you determine to pursue a Transaction) or, for greater certainty, the Receiver notifies you that your proposal has not been accepted, you and your Representatives will promptly return to the Receiver, or destroy, all Information and all copies, extracts or other reproductions in whole or in part thereof. Notwithstanding the return of the Information, you and your Representatives will continue to be bound by this Agreement.

6. Y ou acknowledge and agree that none of the Information Parties, or any of their officers, directors, employees, representatives or agents is making any representation or warranty, express or implied, as to the accuracy or completeness of die Information, and none of the Information Parties, or any of their officers, directors, employees, representatives or agents, will have any liability to you or any other person resulting from your use of the Information. Only those representations or warranties that are made to you in a definitive written agreement regarding a Transaction with the Receiver (a “Definitive Agreement”) when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect. For greater certainty, the term “Definitive Agreement” does not include a preliminary written agreement nor

does it include any written or oral acceptance by the Information Parties of any offer or bid, if any, made by you or your Representatives.

7. Unless and until a Definitive Agreement between the Receiver and you with respect to a Transaction has been executed and delivered, the Receiver has no legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement or any other written or oral expression with respect to a Transaction except, in the case of this Agreement, for the matters specifically agreed to herein. Modifications and amendments to the Sale Process may be sought without notice to you. The Receiver reserves the rights to cease or amend this offering at any time and/or to reject any or all offers received, subject to the Court’s approval. The Receiver shall be free to provide Information to any person that it shall determine, in its sole discretion.

8. Except with the prior written consent of the Receiver, you, your Representatives andyour affiliates shall not have discussions with, or negotiate with, any persons other than the Receiver to (a) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any property of Acculink, (b) enter into, directly or indirectly, any merger, joint venture or business combination involving Acculink, (c) seek to control or influence any creditors of Acculink in their actions or relationships with respect to Acculink, or (d) advise, assist or encourage any other persons in connection with any of the foregoing. -

9. No provision in this Agreement can be waived or amended except by written consent of the Receiver, which consent shall specifically refer to this paragraph and explicitly make such waiver or amendment.

10. You agree that money damages would not be a sufficient remedy for any breach of this Agreement by you and that the Receiver shall be entitled to, and you shall not oppose the granting of, equitable relief, including injunction and specific performance, in the event of any such breach, in addition to all other remedies available to the Receiver and Acculink at law or in equity or otherwise.

11. You agree that no failure or delay by the Receiver in exercising any right, power or privilege hereunder will operate as a waiver (hereof or an estoppel thereto, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

12. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

13. All contacts by you or your Representatives with the Receiver, Acculink or Acculink’s Representatives regarding the Information, a Transaction or otherwise shall be made through representatives of the Receiver or such other person as you are notified by the Receiver, in writing, to contact. You will not, for a period of 24 months from the date of this Agreement, (i) solicit or cause to be solicited or hire any employee of Acculink without the prior written consent of the Receiver, (ii) contact any customer or vendor of Acculink with regard to Acculink’s matters without the prior written consent of the Receiver, or (iii) interfere with any person’s business relationships with Acculink. Provided, however, that nothing herein shall prevent you from any general solicitation or advertisement for employees, not specifically directed at Acculink’s employees, or from hiring any persons responding to any such general solicitation or advertisement.

14. Any requirement for you to provide notice or other communication shall be in writing and may be delivered personally or transmitted by email, addressed as follows:

a. in the case of the Receiver, to:

KPMG Inc.21 King Street West, Suite 700 Hamilton, ON L8P4W7 Attention: Adam Boettger Email: [email protected]

15. You acknowledge and agree that the Receiver may amend the sale process and is not obligated to accept any offer, including the highest offer. You further acknowledge that Court approval is required in order to accept any offer.

16. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to the conflicts of law principles thereof.

17. If you agree with the foregoing, please sign and return a copy of this letter, which will constitute our agreement with respect to the subject matter hereof.


CONFIRMED AND AGREED

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AGREEMENT OF PURCHASE AND S ALF.

This Agreement is made as of the 2-& dav of April, 2016, between

KPMG Inc., in its capacity as court-appointed receiver of Acculink Fence & Wire Inc., and not in its personal or corporate capacity (collectively, the “Vendor”)

and

ROMA FENCE LIMITED, a company existing under the laws of Ontario (the “Purchaser”)

RECITALS

A. WHEREAS pursuant to an Order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated March 21, 2016 (the “Receivership Order”), KPMG Inc. (the “Receiver”) was appointed as receiver of the assets, properties and undertakings of Acculink Fence & Wire Inc. (die “Debtor”) (the “Receivership Proceedings”); and

B. WHEREAS subject to the approval of the Court, the Vendor wishes to sell and the Purchaser wishes to purchase on an “as is, where is basis” all of the right, title and interest of the Vendor in the Purchased Assets (as defined below) pursuant to the terms and conditions of this Agreement.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1-INTERPRETATION

1.1 Definitions

In this Agreement:

(1) Agreement means this agreement including any recitals and schedules to this agreement, as amended, supplemented or restated from time to time; provided that this agreement shall constitute an offer, as set out in Section 2.1, until accepted by die Vendor,

(2) Approval and Vesting Order has the meaning given in Section 5.3;

(3) Books and Records means all books, records, files and papers related to the Purchased Assets, including computer programs (including source and object code), software programs, manuals and data, sales and advertising materials, lists of present and former customers and suppliers, personnel, employment and other records, and all copies and recordings of the foregoing;

(4) Business Day means any day of the year, other than a Saturday, Sunday or any day on which Canadian chartered banks are closed in Toronto, Ontario, Canada;

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(5) Cash on Hand means all cash, bank balances, moneys in possession of banks and other depositories, term or time deposits and similar cash items of, owned or held by or for the account of the Debtor, less the Receiver’s Fees and the Estimated Fees.

(6) Contracts means any written, but not oral, contracts, personal property leases, licenses from any Person, service contracts and any other similar written agreement between either of the Debtor or the Vendor and any Person relating in any way to the Purchased Assets;

(7) Closing means the completion of the Transaction;

(8) Closing Date means the tenth (10th) Business Day following the date on which the Approval and Vesting Order is granted or such later or earlier date as agreed to in writing by the parties;

(9) Encumbrances means all mortgages, pledges, charges, liens, debentures, hypothecs, trust deeds, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging or creating a security interest in the Purchased Assets or any part thereof or interest therein, and any agreements, leases, options, easements, rights-of-way, restrictions, executions or other encumbrances, including notices or other registrations in respect of any of the foregoing, affecting title to the Purchased Assets or any part thereof or interest therein;

(10) ETA means the Excise Tax Act (Canada);

(11) Governmental Authority means any Canadian federal, provincial, state, municipal or local, or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body having jurisdiction over the Purchased Assets;

(12) HSThas the meaning given in Section 3.3;

(13) Law means common law, order, judgment, decree, law, statute, rule, or regulation of any Governmental Authority.

(14) Marra means Tony Marra;

(15) Marra Indebtedness means all amounts owing by the Debtor to Marra as at Closing, inclusive of principal, interest and costs, as secured by the Marra Security;

(16) Marra Security means a general security agreement dated August 19, 2015 granted by the Debtor to Marra pursuant to which the Debtor granted Marra a security interest in all of its property, assets and undertaking;

(17) Person means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority, and pronouns have a similarly extended meaning;

(18) Premises means address municipally described as 10 Holland Drive, Bolton, Ontario;

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(19) Prior Ranking Claims means collectively, all of the Debtor’s obligations to creditors who have a lien, charge, security interest or deemed trust in the Debtor’s property and assets which rank in priority to all of the RBC Security in relation to the Purchased Assets;

(20) Purchased Assets means Cash on Hand and the machinery and equipment, inventory and intangible assets described on Schedule “A” hereto;

(21) RBC means Royal Bank of Canada;

(22) RBC Indebtedness means all amounts owing by the Debtor to RBC as at Closing pursuant to the RBC Loan Documents, inclusive of principal, interest and costs, as secured by the RBC Security;

(23) RBC Loan Documents means the offer letter dated June 4,2014 issued by RBC to the Debtor and accepted by the Debtor on June 9,2014;

(24) RBC Security means a general security agreement dated March 3, 2005 granted by theDebtor to RBC, pursuant to which the Debtor granted RBC a security interest in all of its property, assets and undertaking; .

(25) Receiver's Charge has the meaning set out in the Receivership Order;

(26) Receiver's Borrowings Charge has the meaning set out in the Receivership Order,

(27) Receiver's Fees means all fees secured by the Receiver’s Charge as at Closing togetherwith the fees and disbursements of KMPG Inc. in its capacities as proposal trustee and trustee in bankruptcy of the Debtor; .

(28) Rights has the meaning given in Section 2.1;

(29) Sale Process has the meaning given in Section 5.3;

(30) Taxes means all taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges, including, without limitation, HST and all federal, state, provincial, local, foreign and other income, sales, environmental, add-on, minimum, franchise, profits, capital gains, capital stock, capital structure, transfer, gross receipt, use, ad valorem, service, service use, lease, recording, customs, occupation, property, excise, gift, windfall profits, premium, stamp, license, payroll, social security, employment, unemployment, disability, value-added, withholding, and other taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a return) and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by a governmental authority (domestic or foreign), penalties, fines and interest, and shall include any liability for such amounts as a result either of being a member of a combined, consolidated, unitary or affiliated group or of a contractual obligation to indemnify any person, regardless of whether disputed;

(31) Closing Time means 2:00 p.m. (Toronto time) on the Closing Date or as otherwise determined by mutual agreement of the parties in writing; and

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(32) Transaction means the transaction of purchase and sale contemplated by this Agreement.

1.2 Headings and References

The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement,” “hereof,” “hereunder” and similar expressions refer to this Agreement and not to any particular section, subsection or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to “Sections” are to sections, subsections and further subdivisions of sections of this Agreement.

1.3 Extended Meanings

Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders. The term "including” means "including without limitation.”

1.4 Statutory References

Each reference to an enactment is deemed to be a reference to that enactment, and to the regulations made under that enactment, as amended or re-enacted from time to time.

SECTION 2-OFFER

2.1 Offer

Subject to satisfaction of the conditions set out in Sections S.l, 5.2 and 53 hereof this Agreement, once executed by the Purchaser and the Vendor, shall constitute a valid and binding offer to purchase by the Purchaser.

SECTION 3-SALE AND PURCHASE

3.1 Sale and Purchase of Purchased Assets and Purchased Assets

Subject to the terms and conditions of this Agreement, including, without limitation, the payment of the Purchase Price, the Vendor shall sell to the Purchaser and the Purchaser shall purchase all of the Debtor's right, title and interest, if any, in and to the Purchased Assets, on the Closing Date, free and clear of any Encumbrances. The Purchaser acknowledges that it is not purchasing any other property or assets of the Debtor or Vendor other than the Debtor’s right, title and interest, if any, in and to the Purchased Assets.

The Purchaser acknowledges and agrees that certain of the Purchased Assets may be subject to or consist of one or more Contracts. It shall be the Purchaser’s sole responsibility to obtain, at its own expense, any consents, approvals or any further documentation or assurances which may be required to carry out the terms of the sale of the Purchased Assets.

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32 Purchase Price

(1) The purchase price (the “Purchase Price”) for the Purchased Assets shall equal the aggregate of:

(a) the RBC Indebtedness as at Closing;

(b) the Marra Indebtedness as at Closing;

(c) any and all amounts secured by the Receiver’s Borrowings Charge as at Closing;

(d) the amount of fees and disbursements of KPMG Inc: in its capacities as proposal trustee and trustee in bankruptcy of the Debtor each to discharge;

(e) all Prior Ranking Claims as at Closing; and,

(0 the amount estimated by the Vendor to be the aggregate fees, disbursements and expenses for the period from and after Closing to the completion of the Receivership Proceedings and/or the discharge of KMPG Inc. as Court-appointed receiver of the Debtor (the “Estimated Fees”). Should the actual fees and disbursements of the Receiver be different from the Estimated Fees the Vendor or Purchaser shall pay the excess or surplus, as applicable, to the other party prior to the discharge of the Vendor as Receiver of the Debtor.

(2) Except as provided in section 3.2(l)(f), there shall be no adjustments in respect of the Purchase Price.

33 Harmonized Sales Tax .

(1) The Purchase Price of the Purchased Assets does not include the Harmonized Sales Tax (“HST”), if any, payable by the Purchaser in respect of the purchase of the Purchased Assets pursuant to the ETA. Subject to Section 3.3(2) below, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of the Transaction by certified cheque, bank draft or wire transfer, all HST payable, if any, as a result of this transaction in accordance with the ETA.

(2) At the Closing, the Vendor and the Purchaser shall execute jointly an election under Section 167 of the ETA to have the sale of the Purchased Assets take place on a HST-free basis under Part DC of the ETA and the Purchaser shall file such election with its HST return for the reporting period in which the sale of the Purchased Assets takes place. The Purchaser shall provide an indemnity, in a form satisfactory to each party acting reasonably, for any Taxes payable by the Vendor in connection with this transaction. The Purchaser’s obligations under this Section 3.3 shall survive Closing.

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3.4 Payment of Purchase Price

(1) The Purchaser shall pay the Purchase Price as follows:

(a) by paying $22,500 at the time of submission of this offer, by certified cheque orbank draft payable to the Vendor’s solicitor upon execution by the Purchaser of this Agreement, as a deposit (the “Deposit”), which amount will be held by the Vendor’s solicitor pending closing and credited toward the Purchase Price on Closing unless otherwise returned to the Purchaser in accordance with Section 5.5; .

(b) crediting the Cash on Hand toward the Purchase Price on Closing; and

(c) by paying an amount equal to the balance of the Purchase Price plus applicable Taxes, if any, on the Closing Date, by certified cheque, bank draft or wire transfer payable to the Vendor or as the Vendor may direct at Closing.

3.5 Legal Fees and Costs .

The Purchaser shall pay its own legal costs and fees payable in connection with the Transaction, if any.

3.6 “As is, Where is”

(1) The Purchaser acknowledges that the Vendor is selling the Purchased Assets on an “as is, where is” basis as the Purchased Assets shall exist on the Closing Date and no adjustments shall be made for any changes in the condition of the Purchased Assets. The Purchaser further acknowledges that it has entered into this Agreement on the basis that the Purchaser has conducted such inspections of the condition of and title to the Purchased Assets, as it deemed appropriate and has satisfied itself with regard to these matters. No representation, warranty or condition is expressed or can be implied as to title, encumbrances, description, fitness for any particular use or purpose, merchantability, condition, assignability, value or quality or in respect of any other matter or thing whatsoever concerning the Purchased Assets or the right of the Vendor to sell same. Without limiting the generality of the foregoing: (1) any and all conditions, warranties or representations expressed or implied pursuant to the Sale of Goods Act (Ontario) or similar legislation in any other jurisdiction do not apply hereto and have been waived by the Purchaser and (2) no representation or warranty is made with respect to the accuracy or completeness of any information provided by the Vendor and its respective officers, directors, employees, and agents, to the Purchaser in connection with this transaction. The description of the Purchased Assets contained herein is for the purpose of identification only. No representation, warranty or condition has or will be given by the Vendor concerning completeness or the accuracy of such descriptions.

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(2) The Purchaser agrees and acknowledges that it has already conducted any and all desiredinspections and due diligence in respect of the Purchased Assets.

SECTION 4 - REPRESENTATIONS AND WARRANTIES

4.1 Vendor’s Representations.

The Vendor represents and warrants to the Purchaser that:

(a) the Vendor was appointed as the Receiver pursuant to the Receivership Order;

(b) the Vendor is not, and at the time of Closing will not be, a non-resident of Canada within the meaning of that term as used in the Income Tax Act (Canada);

(c) the Debtor is a “registrant” under Part DC of the ETA and the Debtor’s registration number is 872371919RT0002.

4.2 Purchaser’s Representations.

The Purchaser represents and warrants to the Vendor that: ’

(a) the Purchaser is a corporation existing under the laws of Ontario, and has full corporate power and authority to enter into and carry out this Agreement and the Transaction;

(b) the entering into of this Agreement and all other documents contemplated hereunder to which the Purchaser is or will be a party and the consummation of

. the Transaction have been duly authorized by all requisite corporate action;

(c) other than the Approval and Vesting Order, no approval or consent of and no filing with or application to any Governmental Authority is required for the Purchaser to enter into this Agreement or to complete the Transaction other than such approvals, consents, filings and applications that have been obtained or made as at the date hereof) copies of which have been provided to the Vendor,

(d) this Agreement and all other documents contemplated hereunder to which the Purchaser is or will be a party have been or will be, as at the Closing Tune, duly and validly executed and delivered by the Purchaser and constitute or will, as at the Closing Time, constitute legal, valid and binding obligations of the Purchaser, as the case may be, enforceable in accordance with the terms hereof or thereof;

(e) the Purchaser has entered into this Agreement and will be completing the Transaction on its own account, not as an agent; and

(f) the Purchaser is registered under Part IX of the ETA and the Purchaser’s registration number is 10460 9334 RT000I.

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4.3 Survival.

The representations and warranties of the parties shall survive Closing until earlier of (i) six (6) months from the Closing Date or (ii) the discharge of the Vendor in its capacity as Receiver of the Debtor. 1 .

SECTION 5 - CONDITIONS TO CLOSING

5.1 Conditions - Purchaser

The obligation of the Purchaser to complete the Transaction is subject to the following conditions being fulfilled or performed at or prior to the Closing Time:

(a) all representations and warranties of the Vendor contained in this Agreement shall be true as of the Closing Time with the same effect as though made as of that time and the Vendor shall deliver to the Purchaser a certificate signed by a representative of the Vendor to that effect (provided that acceptance of such evidence and the completion of the transaction contemplated hereunder shall not be a waiver of such representations and warranties);

(b) the Vendor shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date; and

(c) the Vendor shall have delivered or caused to be delivered to the Purchaser each of the items listed in Section 6.2.

The foregoing conditions are for the exclusive benefit of the Purchaser.

5.2 Conditions - Vendor

The obligation of the Vendor to complete the Transaction is subject to the following conditions being fulfilled or performed at or prior to the Closing Time:

(a) all representations and warranties of the Purchaser contained in this Agreement shall be true as of the Closing Time with the same effect as though made as of that time and the Purchaser shall deliver to the Vendor a certificate signed by a representative of the Purchaser to that effect (provided that acceptance of such evidence and the completion of the transaction contemplated hereunder shall not be a waiver of such representations and warranties);

(b) the Purchaser shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date; and

(c) the Purchaser shall have delivered or caused to be delivered to the Vendor each of the items listed in Section 6.3.

The foregoing conditions are for the exclusive benefit of the Vendor.

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53 ' Conditions-’Vendor and Purchaser

(1) Neither party shall be obligated to complete the Transaction contemplated by this Agreement unless the following conditions have been fulfilled:

(a) the Vendor has obtained an order of the Court approving the Transaction and vesting the Purchased Assets in the Purchaser in accordance with the provisions of this Agreement (collectively, the "Approval and Vesting Order”) which Approval and Vesting Order shall be in form and content satisfactory to the Vendor and substantively similar to the Court’s model form of such order, and which Approval and Vesting Order shall not have been stayed, reversed or

• dismissed. The Approval and Vesting Order shall be served upon the necessary parties, and in the time frame, as approved by the Purchaser, acting reasonably;

(b) all necessary corporate steps and proceedings shall have been taken by the parties to permit the execution of this Agreement and performance of each of the parties’ obligations hereunder;

(c) as of the Closing Time, no order shall have been made and no motion, action or proceeding shall be pending, threatened or commenced by any person, government, Government Authority, regulatory body or agency in any jurisdiction which restrains or prevents the sale of the Purchased Assets under this Agreement or restricts, prohibits or directs the Vendor not to complete the transaction contemplated by this Agreement and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other governmental order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions or which would otherwise materially adversely affect or interfere with the prosecution of the Purchased Assets following Closing; and

(d) as at the Closing Time, the Purchased Assets shall not have been removed from. the control of the Vendor by any means or process (the Purchaser and the Vendor

acknowledging and agreeing that if, prior to the Closing Time, the Purchased Assets are removed from the Vendor’s control by government action, civil commotion or by order of the Court, or any other cause beyond the Vendor’s control, then this Agreement shall automatically be terminated and the provisions of Section 5.5 hereof shall apply mutatis mutandis).

The foregoing conditions are for the mutual benefit of both parties and may not be waived by either party.

(2) The Vendor covenants that it will use commercially reasonable efforts to fulfil or cause to be fulfilled the conditions contained in Section 5.1 and Section 5.3 hereof and the Purchaser covenants to use commercially reasonable efforts to fulfil or cause to be fulfilled the conditions contained in Sections 5.2 and 53 hereof prior to the times specified therefor.

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5.4 Non-Satisfaction of Conditions

(1) If any condition set out in Section 5.1 or Section 5.2 is not satisfied or performed prior to the time specified therefor, the party for whose benefit the condition is inserted may in writing:

(a) waive compliance with the condition in whole or in part in its sole discretion by written notice to the other party and without prejudice to any of its rights of termination in the event of non-fulfilment of any other condition in whole or in part; or

(b) elect on written notice to the other party to terminate this Agreement before Closing.

(2) If any condition set out in Section 5.3 is not satisfied or performed prior to [June 30], 2016, either the Vendor or the Purchaser may elect on written notice to the other party to terminate this Agreement before Closing.

5.5 Termination Obligations

If the Purchaser or the Vendor validly terminates this Agreement in accordance with Section 5.4, then:

(1) all the obligations of both the Vendor and Purchaser pursuant to this Agreement shall beat an end; .

(2) the Purchaser shall be entitled to have the Deposit together with all accrued interestthereon returned to the Purchaser; and .

(3) neither party shall have any right to specific performance or other remedy against, or any right to recover damages or expenses from the other.

5.6 Breach by Purchaser

If the Purchaser fails to complete the Transaction in accordance with the terms of this Agreement, then the Vendor may by notice to the Purchaser elect to treat the Agreement as having been repudiated by the Purchaser. In that event, the Deposit and any other payments made by the Purchaser shall be forfeited to the Vendor in foil satisfaction of all damages, losses, costs and expenses incurred by the Vendor as a result of such failure and the Purchased Assets may be resold by the Vendor.

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SECTION 6 - CLOSING

6.1 Closing

The completion of the Transaction shall take place at the offices of Aird & Berlis LLP, solicitors for the Vendor, in Toronto, Ontario at the Closing Time or at such other locations) as are agreed upon by the parties.

6.2 Vendor's Deliveries on Closing

At or before the Closing Time, upon fulfilment by the Purchaser of all the conditions herein in favour of the Vendor which have not been waived in writing by the Vendor, the Vendor shall deliver the following, each of which shall be in form and substance satisfactory to the Purchaser, acting reasonably:

(a) a copy of the issued Approval and Vesting Order;

(b) a completed Receiver’s Certificate as contemplated in the Approval and Vesting Order;

(c) the election referred to in Section 3.3; and

(d) such further and other documentation as is referred to in this Agreement or as the Purchaser may reasonably require to give effect to this Agreement.

6.3 Purchaser’s Deliveries on Closing

At or before the Closing Time, upon fulfilment by the Vendor of all the conditions herein in favour of the Purchaser which have not been waived by the Purchaser, the Purchaser shall execute and deliver the following, each of which shall be in form and substance satisfactory to the Vendor, acting reasonably: .

(a) payment of the Purchase Price pursuant to Section 3.4;

(b) the election and indemnity referred to in Section 3.3;

(c) a release granted by the Debtor’s landlord in respect of the Vendor’s use and occupancy of the Premises; and

(d) such further and other documentation as is referred to in this Agreement or as the Vendor may reasonably require to give effect to this Agreement

6.4 Risk

The Purchased Assets are and shall remain at the Vendor’s risk until Closing and the Vendor shall hold all insurance policies and the proceeds thereunder, in trust for the parties as their respective interests may appear pending Closing. In the event that the Purchased Assets shall be damaged prior to Closing then the Vendor shall advise the Purchaser, in writing, within twenty-four (24) hours of the Vendor learning of same. In the event that the Purchased Assets

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shall be damaged prior to Closing then the Vendor shall, in its sole discretion, and at its own expense, do or cause to be done one of the following: (i) repair the damage forthwith in a good and workmanlike manner, (ii) release its interest in the insurance proceeds, if any, payable in respect thereof, to the Purchaser; or (iii) terminate this Agreement and return the Deposit to the Purchaser. Closing may, by mutual agreement, be extended until the date which is five (5) Business Days following the date on which the Vendor shall have completed the repairs.

6.5 Purchaser’s Acknowledgement

The Purchaser acknowledges that the Vendor is selling the Purchased Assets solely pursuant to the Vendor’s rights and capacity conferred by the Receivership Order and the Approval and Vesting Order. The Purchaser agrees to accept a conveyance of the Purchased Assets by way of the Approval and Vesting Order.

6.6 Possession of Purchased Assets

On Closing, the Purchaser shall take possession of the Purchased Assets where situate at the Closing Time provided that in no event shall title to the Purchased Assets pass to the Purchaser until the Approval and Vesting Order is effective.

6.7 Tender

Any tender of documents or money hereunder may be made upon the Vendor or the Purchaser or their respective solicitors on the Closing Date.

SECTION 7- GENERAL .

7.1 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery (in which case it shall be left with a responsible officer of the recipient) or by electronic communication addressed to the recipients as follows:

in the case of the Vendor:

KPMGInc.21 King Street West, Suite 700 Hamilton, ON L8P4W7

Attention: • Brad NewtonEmail: [email protected]

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with a copy to:

Aird & Berlis LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J2T9

Attention: Sanjeev P.R. MitraEmail: [email protected]

in the case of the Purchaser:

Roma Fence Limited10 Holland Drive ,Bolton, ON L7E1G6

Attention: Christina MarraEmail: [email protected]

with a copy to: .

Cbaitons LLP5000 Yonge Street, 10th FloorToronto, ON M2N7E9

Attention: Harvey G. ChaitonFacsimile: (416)218-1849Email: [email protected]

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication shall be conclusively deemed to have been given, if given by personal delivery, on the day of actual delivery thereof if delivered during normal business hours of the recipient on a Business Day and, if given by electronic communication, on the day following die transmittal thereof if transmitted during normal business hours of the recipient on a Business Day and on the second Business Day following the delivery or transmittal thereof if not so delivered or transmitted.

12 Time of Essence

Time shall be of the essence for every provision hereof.

13 Expenses

Except as otherwise expressly provided herein, all costs and expenses (including the fees and disbursements of legal counsel, investment advisers and auditors) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party

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incuiring such expenses, subject to any rights either party may have to have any such fees included in any security held by that party against the assets of the Debtor.

7.4 Third Party Beneficiaries

Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto and their successors and permitted assigns, and no person, other than the parties hereto and their successors and their permitted assigns shall be entitled to rely on the provisions hereof in any action, suit, proceeding, hearing or other forum.

7.5 Commission

The Purchaser acknowledges that there are no agent’s or broker’s fees or other commissions payable by the Vendor on the Purchase Price and Purchaser agrees to indemnify and save the Vendor harmless with respect to any claims for compensation or commission by any third party or agent retained by the Purchaser.

7.6 Further Assurances

Until the discharge of the Vendor as Receiver of the Debtor, each party shall from time to time execute and deliver, or cause to be executed and delivered, all such documents and instruments and do, or cause to be done, all such acts and things as the other party may, either before or after the Closing, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement

7.7 Entire Agreement

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, provisions, covenants, agreements, understandings and representations on that subject, all of which have become merged and finally integrated into this Agreement.

7.8 Amendments

This Agreement may only be amended, modified or supplemented by a written agreement signed by the parties.

7.9 Waiver

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.

DocS3610356v2A

-15-

7.10 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

7.11 Benefit of Agreement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that the Purchaser shall not assign the benefit of this Agreement without the prior written consent of the Vendor.

7.12 Severability

If any provision of this Agreement or any document delivered in connection with this Agreement is partially or completely invalid or unenforceable, the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, all of which shall be consthied and enforced as if that invalid or unenforceable provision were omitted. The invalidity or unenforceability of any provision in one jurisdiction. shall not affect such provision's validity or enforceability in any other jurisdiction.

7.13 Counterparts

This Agreement may be executed and delivered in any number of counterparts, and by facsimile or email PDF transmission, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument

7.14 Assignment and Enurcment

No party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the forgoing, the Purchaser shall have the right to assign, in whole or in part, its rights to acquire the Purchased Assets hereunder to any affiliate of the Purchaser provided that such assignment shall not release the Purchaser from its obligations under this Agreement.

7.15 Books and Records .

The Purchaser shall preserve and keep the Books and Records which relate to the Purchased Assets for a period of six years from the Closing Date or for any longer period as may be required by any applicable Law or Governmental Authority. Upon reasonable advance notice, after the Closing Date, the Purchaser will grant KPMG Inc., in its capacities as Court-appointed receiver and trustee of the estate of the Debtor, and its respective representatives, reasonable access during normal business hours, to use such Books and Records included in the Purchased Assets, including, without limitation, any personnel files/records to the period up to the Closing and computer systems, tapes, disks, records and software acquired as part of the Purchased Assets.

[the next page is the signature page]

Ooctt351D356v2A

-16-

Dated as of the date first set out above.

ROMA FENCE LIMITED

Title: President

I have the authority to bind the corporation

Dated at as of the 2ffdavof /) .2016.

. KPMG INC., solely in its capacity as court-appointed receiver of Acculink Fence & Wire Inc., and not in its corporate or personal capacity

Per:Name:Title:I have the authority to bind the corporation

DooH6103S6y2A

-1-

Schedule “A”Listing of Purchased Assets

1. Machinery and equipment: Please see the attached listing. •

2. Inventory: Please see the attached listing.

3. Intangible assets: means any and all right, title and interest of the Debtor in and to (i) the trade marks, trade names, business names, brand names, service marks, telephone numbers, facsimile numbers, copyrights, including, any performing, author or moral rights, designs, inventions, industrial designs, logos, patents, formulas, processes, knowhow, trade secrets, technology, and advertising materials (wheresoever situate) owned by the Debtor relating to the Purchased Assets and all goodwill related to any of the foregoing; and (ii) any applications, registrations, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force.

DccS3610356v2A

KPMG Inc. Court Appointed Receiver of Acculink Fence & Wire Inc. Terms and Conditions of Sale Exhibit "1"

Item Qty Description

1 1 Complete Extrusion Line #3- Custom built unwinder / feeder & wire straightener- PotyTruder Corp model 3.4-24-75 plastic extruder w/5-zone barrel & 2-zone die, 75 hpmotor (s/n 260607) .• Thorson McCosh vacuum hooper- Custom 18'L water cooling tank- Macbee model 6138-A wire barrel packer -

2 2 August Strecker model 1 wire buttwelders (s/n 35584,31293)

3 2 Blue industrial pallet racking

4 11 Air King & assorted industrial shop fans

5 • Assorted support equipment, including:-Jobmate drill press- Ryobl dual pedestal grinder> steel / wood shop desks, steel cabinet and tool boxes, etc.

6 1 Quincy model QSI-220WCW42C rotary screw compressor (s/n 95146H)-c/w vertical air storage tank (92,384 hours)

7 1 8ergandl model WVR-500 chain link weaver (s/n 1057WA12436)- 12'L max fence height,- w/ accumulation roller- c/w Force Control Industries-PosiWeave drive motor and controller (s/n 80014-7)

8 1 Ryobl 10" table top drill press (s/n C043017223)

9 1 Nissan Series 60 propane-powered forklift (s/n N/A)• 6,000 lbs capacity- w/189" lift 3 stage mast, side shift & pneumatic tires

10 1 Daewoee model G30P propane-powered forklift (s/n D370211)- 5,000 lbs capacity- w/ T forks-186" lift, 3-stage mast, side shift & pneumatic tires

11 1 Komatsu model FG25T-12 propane-powered forklift (s/n 501289A)-4,000 lbs capacity ,

■ -188" lift, 3-stage mast, side shift & pneumatic tires

Page 1 of3

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

84 Assorted industrial pallet racking sections

15 light duty shelving

1 12-step warehouse ladder

1 Scale Service 60kg platform scale

- Assorted support equipment consisting of:• banding carts, pallet racking, shop desks, chairs, 2-door supply cabinets, grinders, vices, vending machines, aluminum ladders, chain hoists, etc.

- Assorted support equipment, including:- Blue Giant die lifter

i Shop table w/ vice & grinder

1 1993 Rexon RDM-170F 16.5" drill press (s/n 16149)

1 Husky black stacked tool box w/ tool

1 F.C.T.S Ltd. custom built wire bending/cutting machine

3 Punch press dies

1 Custom built beige wire bending machine (not under power)

12 3’X3' steel stackable bins

1 Custom built pneumatic tube bender

1 1998 NCML Super-Top tube bender (s/n 3980095)

2 Custom-built wire bending machines c/w feed stations

1 2005 AkyaPak-Sampson model APK-61 profile bending machine (s/n 61069)- c/w spare dies, PLC controls

1 OTC Oalhen model DP-400 pulse wave MIG welder- c/w wire feeder & cart

1 Lincoln Electric Invertec V350-Pro multi-process welder- c/w Lincoln LF-72 wire feeder & cart

1 Buffalo model 15 floor type drill press

Page 2 of3

32 3 Steel custom-built welding tables

33 1 Lincoln Wirematic 255 mig welder (requires repairs)

34 1 ESAB LAG-315 mig welder* w/ boom extension & wire feeder

35 1 Johansson milling/drilling machine

36 1 Clausing model MM70A 70-ton hydraulic metal muncher iron worker (s/n 036950701)

37 17 Metal 2-tler stackable bins, approx. 3.5' x 4*

38 4 Trion Air Boss roof suspended fume extractors

39 1 Brown & Boggs OBI punch press

40 1 Walter model CS100 cold cut saw (s/n 81386)- c/w manual steel rolling conveyor

41 1 Dutch Saws cold cut saw- c/w steel roller in-feed & out-feed conveyor

42 5 Assorted custom-built steel cars

43 1 Miller 251 millermatic mig welder (requires repairs)

44 5 Custom-built welding position jigs

45 1 Lincoln Power Mig 255 mig welder

46 1 Miller 251 millermatic mig welder (requires repairs)

47 - Assorted supper equipment, including:- 2-door supply cabinets c/w parts, supplies, hand tools, grinders, manual bender, etc.

48 - Complete contents of maintenance cage, Including:- welders, tools, racking, security cage, etc.

Page 3 of 3

Inventory to Sell

Tag#_____inv'Code “Qty Description .

21912 CABWC9100 21905 CABWW910021537 CAETT23 21539 CAETT28.21538 CAETT45 21825 CALCB185 21555 CALCWUB6 21828 CAREAB18 21846 CAREAB18 • 21831 CAREAC18 21830 CAREAG18, 21822 CAREAW18 21527 CATB61 21921 CATB81 21915 CATBG61 22170 CAT8G89 21865 CATBW6121835 CATC18 21837 CATC18 21891 CATC18 21114 CATC6121852 CATC6121858 CATC61 21834 CATCG18 21833 CATCW1821836 CATCW18 21860 CATG6121859 CATG6921853 CATG8921920 CATGB61 21856 CATW61 21855 CA7W89 21926 CATWC61 21700 CG26120 21448 CG2660 .21495 CG2672 21480 CG2696 21465 CG2942 21095 CK464 21582 CTW5866 21440 CVB1548 17935 CVB2984

40 9g Bottom Wire Brown (100' Coil)470 9g Bottom Wire White (100' Coil) .

6000 2-3/8 Easy 7V/!st Ties ..1000 2-7/8 Easy Twist Ties .1000 4-1/2" Easy Twist Ties ' ’

2,268 1-5/8 Line Post Caps Black , . .2234 1-5/8" Line Post Cap White '

120 l-7/8xl-3/8 Rail End Assembly Black1 . 900 l-7/8xl-7/8 Rail End Assembly Black 1,150 l-5/8xl-3/8 Line Post Caps Brown

700 l-5/8xl-3/8 Line Post Caps Green 920 1-7/8x1-5/16 Rail End Assembly White

14 6-1/2 x 11. Alum Ties {Box) '30 Aluminum Ties 8-l/4xllg {Box of 3100)4 Green Ties 6-l/2xllg (Box of 5800)

24 8-1/4 x 9 Ga Ties Green (Box)1 White Ties 6-l/2xllg (Box of 5800)

1,500 1-7/8 Main Post Caps Galv.1,050 1-5/8 Line Post Caps Galv.2,675 1-7/8 Main Post Caps Galv. . ’

58 Aluminum Ties 6-l/2xllg 23 Aluminum Ties 6-l/2xllg (Bag of 100)26 Clear Ties 6-l/2xllg (Bag of 100)

437 1-7/8 Main Post Caps Green 725 1-7/8 Main Post Caps White .

1,475 1-5/8 line Post Caps White . '155 Green Ties 6-l/2xllg (Bag of 100)' . .

3 Green Ties 6-l/2x9g (Bag of 100)8 Green Ties 8-l/4x9g (Bag of 100)

21.25 Green Ties 6-l/2"xllg5 White Ties 6-l/2xllg (Bag of 100)

20 White Ties 8-l/4x9g (Bag of 100) ' •8 White Ties 6-l/2xllg (Box of 5800)'1 2 X 6 X120 Galv ’ .

21 2 x 6 X 60 Galv .....................2 2x6x72Galv '2 2 x 6 x 96 Galv3 2x9x42Galv

10 4x6 Dog Kennels252 1-5/8 x6'6 White Tube • •

21-1/2x11x48 White • . '1 2x9x84 Black

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer shallbe deemed to have relied entirely on its own Inspection and Investigation of the assets.

21443 CVC1136 ' • ’ • 6 1-1/2xll‘ft36Brown ' ' ' - '• ' ‘21451CVC114S ‘ 10 1-1/2x11x48 Brown .21442 CVC1942 ' 6 1-1/2x9x42 Brown ‘21449 CVC1942 7 1-1/2x9x48Brown-. ' . • ••21473 CVC2942 ' 6 2x9x42 Brown ■

.21469 0/62172 ; • 12x11x72 Green . ■21454 0/626144 1 2 x 6 x 144 Green .21474 0/62636 3 2x6X366reen ■21447 0/62684 ‘7 2 x 6 x 84Green ■ ■ . •.21446 0/62696 ' 3 2x6x96Green ' . . .21468 0/62972 • ‘ • 4 2 x 9 x 72 Green ‘ . •21481 O/W2160 ' -3 2x11x60White •21471 CVW2942 9 2x9x42White21494 O/W2960 1 2 x 9 x 60 White ' ••21736 FSLHT1072 1 1072-12-9.75 Class 3 .21470 FSLW6 15 6’ H Watchman Fence21872 GFW12 11-1/4 White Gate Roger21805 66426021 25 42?x60u Galv. Frame w/ Green Fill 2x1121902 66426021 • 6 42"x60n Green Frame w/ Green Fil 12x1121572 66C4260 27 42 x 60 Brown Gate Frames21547 66H3648 ■ 32 3 x 4 Galv21844 66W4248 25 42''x48" White Gate Frame ’21845 66W4260 11 42"x60" White Gate Frame21810 GH6424821 26 42nx48" Ga Iv. Frame w/ Green Mesh 2x1121809 6HH364821 5 36”x48" Galv. Frame w/ Galv Mesh 2x1121534 GHKB18 300 1-7/8 Gate Kit Black21551 GHKMF18 700 1-7/8" M / F Gate Kit Galv21549 GHKMFB18 28 1-7/8" M/FGate Kit Black21548 6HKMF618 177 1-7/8" M / F Gate Kit Green21550 GHKMFW18 123 1-7/8" M / F Gate Kit White22280 GRFCB12 100 1-1/4 Round Frame Collar '22277 GRSCB18 85 1-7/8 Self Closure Gate Kit Black22283 6RSCB18 240 1-7/8 Gate Kit Black S/C ‘22284 6RSCB18 280 1-7/8 Gate Kit Black S/C.22262 6SP55 47 47 Spring for Self Closure21808 GW426021 2 42"x60“ White Frame w/White Mesh 2x1121115 Italo Purch 600 1-1/4x1-1/4192-3/8 Italo Ralls (3/4 holes)22090 Italo Purch 720 6" Lowe's Brackets Black22091 Italo Purch 300 4" Lowe's Brackets Black21503 PLCY 1335 Yellow PVC21504 PVCBEIGE 579 Beige PVC •21502 pva 3500 Clear PVC •21508 PVCPURGE 990 Purge Compound21762 SAL11 ■ 12600 11 Gauge Aluminum Wire '21099 SECONDS 5 4x6 Dog Kennels (Seconds) ■22084 SECONDS 1,680 2" Universal Brackets Black (Bad Quality)21512 SG080 22880 .080 Core Wire

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer shallbe deemed to have relied entirely on its own Inspection and investigation of the assets. ,•

21764 SGHT099115 21763 SGHT099180 21746 SIVACO 21793 SM474821519 SVC6 21518 SVL9 21514 SVW621520 SVW6 •21132 WAAH984 21127 WAAT984.21121 WAP0905 21119 WAPO906 ' 21770 WB3960 21796 WB6248 21655 WB626021629 WBFWB15 22195 WBL62 21768 WBR4749 22104 WBR924821669 WC4242 22118 WC426021670 WC5142 21661 WC6236 21672 WC6248 21118 WCUSTOM21122 WCUSTOM21573 WCUSTOM21574 WCUSTOM 21616 WCUSTOM21630 WCUSTOM 21640 WCUSTOM •21641 WCUSTOM '21.645 WCUSTOM 21646 WCUSTOM 21660 WCUSTOM 21663 WCUSTOM 21665 WCUSTOM 21678 WCUSTOM

' 21685 WCUSTOM 21686 WCUSTOM 21791 WCUSTOM 21795 WCUSTOM 21814 WCUSTOM 21889 WCUSTOM 21927 WCUSTOM 21967 WCUSTOM 22094 WCUSTOM

■69261.099 Class‘3 High Tensile 115-135: . */. ':•'• ’*.■ 85000 .099 Class 3 High Tensile 180-210 . • ' . , ' •'23400 .188 Bright Basic Wire (Slvaco) ■; . . ' / .

• 1 Marquee Gate 47"x48" ■' . •• • .60 6 Gauge Brown Strand Wire ' ' .'•. •• , ••

1020 9 Gauge Clear Strand Wire • " . . •'310 6 Gauge White Strand Wire •285 6 Gauge Clear Strand Wire . ’15 Marquee Panel Dbl Rail Aluminum 48"h . ' • . •'

• 14 Capped Manhattan Aluminum 60"h . • . • • • ’[ 18 60"h Ind. Aluminum Capped Manhattan Black (Sctew Together) •

. 8 72uh Ind. Aluminum Capped Manhattan'Black (Screw Together)8 39 x 60 Brooklyn Gate 1 Brooklyn 62"x48"1 62 x 60 Brooklyn Gate

600 1-1/2 Wall Insert Brackets 110 5/8" x 60" Hampton Loops13 47 x 48 Bryant Gate2 Bryant Panel 4'h . .3 42x42 Chelsea Gate1 Chelsea Gate 42"x60"h 3 51 x 42 Chelsea Gate152 x 28 Chelsea Gate . . -

10 62 x 48 Chelsea Gate ' - '10 72°h Ind. Capped Manhattan Black (Screw Together) 73 Liberty w/ Dbl Rail Irtd. 60"h

620 1 x 1 x 92-1/2" Aluminum Ralls Punches E/O Hole 255 1-1/2 x 1-1/2 x 90" Alum Punched Rails

4 60” Aluminum Panel 500 5 x 5 Raised Plates

4846 Flat Cross . '5,200 Stars .6400 Hearts •3150 Diamonds

2 28" Custom Chelsea Panels 147 x 64 RockerfellerGate Arched Lock Box 161 x 60 Rockefeller Dbl Rail No Arch1 39x60 Liberty Dbl Rail

10 47 x 60 Liberty Double Rail 12 31 x 60 Uberty Double Rail •

6 Marquee Arched Top 39"x60"2 Capped Manhattan w/ Rings 62”x60n2 Rockefeller Fully Dressed 47Bx48"

5,748 2"xl-l/4" Rail Universal Bracket 1,700 2"xl-l/4" Rail Une Swivel Bracket

133 Back Plate for 2" End Swivel Brackets ’3 Castle w/ rail 8’h

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer shallbe deemed to have relied entirely on Its own inspection and investigation of the assets.

22096 WCUSTOM ..22098 WCUSTOM"22054 WCUSTOM •22155 WCUSTOM.22156 WCUSTOM ' 22208 WCUSTOM 22274 WCUSTOM 22278 WCUSTOM 21129 WE396322099 WE925B22100 WE9263 21954 WFAC

• 22306 WFBC22053 WFBC40 21936 WFCB 22088 WFCSB 22065 WFEB 22251 WFEBW 21965 WFESB22063 WFFC25B 22107 WFIDL2 21565 WFIEB2521104 WFIFC2 22296 WFIFC3 22293 WF1LC2521105 WFILC3 22295 WFILC35 21109 WF1LC4 21112 WFILC4

’ 21106 WFIPC25 22166 WFIPEB322050 WFIPEB422055 WFIPEB6 22049 WFIPESB4 22174 WFIPLB322054 WFIPLB4 22045 WFIPLSB3 22303 WFIPLSB3 22048 WFIPLSB422051 WFIPUB2522064 WF1PWSB3 , 21563 WFIUB25 22163 WFIUB3 22047 WFIUPB4 21951 WFLB 22086 WFISB . 21961 WFPC25

1 Rockefeller Gate W/ Rali&Scroils'^upgraded sides ,47"x63n.. l‘ Rockefeller Gate Arched Top 62"x63". . ‘ ' . l;;' ,V3 60” Manhattan Aluminum . . • . •:‘

14 60“ marquee Aluminum 60" . '19 60" Industrial Manhattan • ' ■7 M/2 x 1-1/2 x 72" C Channel •'

1225 1/2" Hinge Plate ■ • '110 1-7/8 Double Gate Kit Black S/C ' .18 Empire Gates 39"x60"h : • ■1 Empire Panel 4'h ' ‘ .1 Empire Panel 5'h ■, • •. ' ‘

3100 2" AcoTn Cap • ” ' ■ ' '7000 2" Ball Cap

45 4" Ball Caps1,075 2" Comer Brackets '

2612" Comer Swivel Brackets Black ' . •2280 2“ Black End Brackets . '

600 2" End Brackets White ’4600 2" Blk End Swivels .3723 2-1/2 BLACK Square-Spear Flnial .1,894 2x2 Drop Latch Black .

450 2-1/2" End Bracket Black • .4,902 2x2 Frame Collars Black '

120 3" Square Frame Collars Black . - ' .330 2-1/2 Ind Square Latch Catch Black

1,599 3x3 Latch Catch Black .37 3 x 3Square Latch Catch Black .

220 4x4 Latch Catch Galv. '392 4x4 Latch Catch Black '

2,958 2-l/2x2-l/2 Post Collars Black . ' - -252 2-1/2 x 1-1/2 End Brackets for 3" • .48 2-1/2 x 1-1/2 x 4" End Brackets . - •

360 2-1/2 x 1-1/2 x 6 End Brackets ' . -10 2-1/2 x 1-1/2 x 4" End Swivel '

720 2-1/2 x 1-1/2 Line Brackets for 3"720 2-1/2 x 1-1/2 x 4" Line Brackets302 2-1/2 x 1-1/2 X 3" Line Swivels . .432 2-1/2 Line Swivel For 3“ ' .

30 2-1/2 x 1-1/2 x 4" line Swivel .210 2-1/2 Universal Plus Brackets ' ■

1060 2-1/2 x 1-1/2 Wall Swivel black .6500 2-1/2" Universal Brackets blk ’ .9000 3" Universal Brackets .

152 2-1/2 x M/2 x 4" Universal ' ' ..11173 2" Black Line Bracket ‘ . • - • '

34 2" line Swivel Brackets Galv. (Unpalrtfed) . ’1755 2-1/2" Blk Pyramid Caps ■

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer shallbe deemed to have relied entirely on its own inspection and Investigation of the assets.

21952 WFPC3 1700 3"'Black Pyramid Cap ■21960 WFPCW ‘ ' 1800 2" wht Pyramid Caps . . ' ‘ '21765 WFREA18 16000 1-1/4 Rail End Ass with Set Screw Black21947 WFREAC18 145 i-7/8 Brown Rail End Ass w/ Set Screw •21942 WFR6AW18 711-7/8 White Rail End Ass w/ Set Screw,'22281 WFRUB 3825 1-7/8" Round Universal22253 WFSDKW 89 2" Double Gate Kit White S/C .22256 WFSF ' 111“ Gate Finger22264 WFSK 52 2U Gate Kit Single ' ' .21530 WFSKB 360 1-7/8 Gate Kit Black ' .' ••21937 WFSLC1 ' • 1800 1" Latch Catch Square .. . ' ' '22061 WFSOBB / • ' 2400 2" Square Black Offset '■ ,r - ' *22083 WFSOCB 2,800 2" Square Center Band Black17934 WFSPC2 ‘ 1291 2x2 Post Collar ■22270 WFSPC2 788 2" Sq Post Collar Galv .21110 WFSRLC2 ' ■ 4,144 2x2 Latch Catch Black21922 WFSRLC2 960 2" Latch Catch Galv.22259 WFSRLC2 17 2" Latch Catch White22266 WFSRLC2 21 2" Black Latch Catch.22305 WFSRLC3 150 3" Residential Latch Catch22271 WFSSCK 740 2" Single Gate Kit Black s/c22250 WFSSCKW ' 1920 2" Gate Kit White Single S/C21535 WFUB 7600 2" Universal* Black ■22254 WFUBW 9038 2" Universal? White •22291 WFUIPC3 340 3U Square Post Collar No Hinge Bolt Black21566 WFWB2515 1040 2-1/2 x 1-1/2 Wall Bracket Black21568 WFWIB12 ' •3796 1-1/4" Wall Brackets21688 WH3663 2 34 x 60 Hampton Gate21689 WH4763 10 47 x 60 Hampton Gate21797 WH6260 4 Hampton 62"x60u21653 WH8862 5 48" Hampton Panels •22103 WH8862 2 Hampton Panel 5'h '22093 WIC7272 1 Castle Plus 6’h22139 WIF4560 1 Fortress Gate 45-l/2x60"h '22134 WIF7748 2 Fortress Panel 4'h22114 WIM7748 1 Merlin Panel 4'h22133 WIM7760 6 Merlin Panel 5'h .22112 WIM7772 2 Merlin Panel e'h .21677 WIP4848 2 45 x 48 Paige Gate • •21839 WIP7248 10 Paige Panel 48"h22132 WIP7760 2 Paige Panel 5'h21969 WIPF7760 2 60" Fortress Plus22135 WIT7736 i Trojan Panel 3'h21614 WIT7760 1 Trojan 60" High21800 WLB3948 . 1 Liberty 39"x48“21802 WLB46242 2 Liberty 62"x42" '21801 WLB4742 5 Liberty 47"x42" • 1 ’


21656 WLB924221812 WLB9248 22107 WLB9248 21618 WM3960 21767 WM4748 21676 WM6048 22106 WM9260 21130 WMC3960 22111 WMC6260 22115 WMD924821813 WMN3960 22041 WPIS 22212 WPIS 17939 WPL311 17938 WPL313 17926 WPL324 17928 WPL37021622 WPL38 22149 WPP186621623 WPR325 22120 WRK3953 21128 WRK396321673 WRK6248 21815 WRK6264 22125 WRKS396421679 WRKS476022122 WRKS476322123 WRKS4763 21649 WSCROLL8 22148 WSP1866 21766 WST4751 22193 WT148 22193 WT148 22192 WT160 22176 WT172 21631 WT2524 21803 WT364821674 WT394821680 WT5148 21590 WT58104 21617 WT9242 22191 WTLL60 21597 WTP21573 21576 WTR58122 22188 WTR58122 21883 WTR5874 22143 WTR5886

25 42° Liberty Panel.' • '1 Liberty Panel 48"h "2 Liberty 4'h 1-1/4 Ralls

- 5 39 x 60 Marquee Gate . '10 47 x 48 Marquee Gate . •

5 60x48 marquee Gate ■ - '.13 Marque 5'h 1-1/4 Ralls(ltalo Ralls)

2 Capped manhattan Gates 39"x60nh3 Capped Manhattan Gate 62"x60"h .9 Madison Panel 4'h .. ...1. Manhattan Gate 39"X60" ■ .

670 1" Spear Finlal Anchor Cap " •60 1" Ind Spear Caps '15 3 x 3 x 11’ Black 11 Gauge 22 3 x 3 x 13* Black 14 Gauge ■

193 3x3x24* Black .5 3x3x7* Black

10 3x3x96"Post 107 1-7/8 x 6*6 Post on Plate

3000 3-1/4 M/S Rings1 Rockefeller Single Rail 39"x4*h '

10 Rockefeller Gates 39"x60nh2 62 x 48 Rockefeller Gate1 Rockefeller 62"x60“ ■ '1 Rockefeller Gate w/ Dbl Rall&Scro'lls 39"x64“

10 47 x 60 Rockefeller Fully Dressed 4 Rockefeller w/ Dbl Rall&Scrolls Flat Top 47"x5'h3 Rockefeller w/ Dbl Rall&Scrolls Arched Top 47"x63"

725 Large C Scrolls11-7/8 x 6'6 Post w/ Side Plate . . •l 47 x 42 Staten Gate ■

47 1 x i x 48" Marquee Picket.380 5/8“ x 48" Marquee Picket .

21 lx lx 60" Marquee Picket ' . . '167 1x172

. 22 2-1/2 x 1/2" x 24* Ind Rails4 Tiffany 34"x48,, ‘4 39 x 48 Tiffany Gate •9 51x48 Tiffany Gate

1437 5/8" x 102" Galvalume Picket142“ Tiffany Panel '

350 5/8“ x 60" Tiffany Loop140 1-1/2 x 1-1/2 x 73-1/2 Ind Rails •

2535 5/8" Round x 124" Tube ■. 220 1/2" x 60" Chelsea Loops ''5,564 5/8*x74" Round Pickets Galv. .2200 5/8" Round x 86" Tube

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer'shallbe deemed to have relied entirely on its own inspection and investigation of the assets. .

21884 WTR5890 ‘ 856 5/8"x90“ RoundPickets Gatv! \ '■ '22189 WTR5898 . 15 1/2" x 48“ Chelsea Loop ■21604 WV9263- 2 60" Verrazano .. '

WL8860 . • .• 3 60" Lexington Panel •' •’21659 WV9263 ' ' ' 9 60" Verrazzano Panels •,21931 '' . . 1,920 1-1/2" Latch Catch Residential ' ’22203 160 1-1/2 x M/2 Rail ' '

Stock WV9242 13 Verrazano Panel 42“ HighStock WMC9260 25 Capped Manhattan Panel 60" HighStock WCUSTOM • . 10 47 x 60 Rockefeller DblRail ArchedStock . WM9260 . ' . . 25 Marquee Panels 60“ tlnpainted.’ 'Stock WRK9263 ‘ • ■ 25 Rockefeller Panels 63" Unpainted ’Stock WB9260 25 Brooklyn Panels 60“ Unpalnted

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer- shallbe deemed to have relied entirely on its own inspection and. investigation of the assets. '

. .

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fans- £Jzty vv1Y2 k!*/z x9<? . .5^® ikz&s) /J5

l bx T~<3 /^/ecV'Eb .. ‘P-Yt-X l/^X'f'ZP-&X &hc*S 33Zl/v x-l'/zx'fe” £*>1*5 .fu^tthS>± £90 .

I'/z x /V'z.x?£-" &hlS Pur>c.tf&> ^te-y ante.l"y I“y Wh £a<lS Pu-'cihzt, &/&y sr/fitf tv

) y-z. x i2.y<i ittts oTtY&y vs3x3V?a" fo% 1Z ifeK. . 8- ■ .l"y IV ?J2 V*. IfatS PurJc-tfi^ 5ol X 1X & H-1 7* 8^- • /*** thtsts} /«20

1 x l x /c?olYzx * &nt-5 /u<Jc7feb &J4£y. // :

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ff <ki i<LouJk r ‘ C^J-O'O

C?/4-X<^/2- Su>\\J2*L$> . ■ ^8o

Note: KPMG Inc. does not warrant the accuracy or completeness of the above. The Proposer shallbe deemed to have relied entirely on its own Inspection and Investigation of the assets.

• # <*>*

INSTAUATIONSi SERVICESInstalled Right. Guaranteed.

H SERVICESSSiDINSlAUAnONBien installs. C'est garanti.

IAf >££? * PBc StX>£-h>d/c. T>«&- &*rJAj%seg^

J/Cx VA CJfttl- <Ufic££SS " /3oo

l/>4 c^/Ll &btdOtXS>_____________________ (PcPcro

1/2, X l/£- fejifyL.\££Ss$L_____________________ (cr}~Q

______I V ( [yJtpJU- ___________________ JgX?

)7/& /^(a»o IWr dfo-f W/TL. 7^5^l^jr P^S7~~ e/yp

)7^ gpp^^rr fe/v^to>g feX ■____________g-ff^S^rC"* uJtffTtL. .____________________ -t&o

3k- 'fe^fecS.. ................. c**3

3Vl" feK. .LA(JlS'ZJ-$ActS &Z.K.____________ /S'/O

j'A'xdtfa sP*j& r;o»fHJS.-fetc 3?</oJ?>2. y^;/2- fefra~. . fe-K .__________ o?/4»P

" ~3/1 j(^tArx~l~A—&n&rHfi£frL£ S^kr; ~^~0—

£>' x&A X /A sio< 3Go


RESOLUTION OF THE SOLE DIRECTOR OF

ROMA FENCE LIMITED• (the “Corporation”)

AND WHEREAS the Corporation wishes to enter into an asset purchase agreement with KPMG Inc., in its capacity as court-appointed receiver of AcculinJc Fence & Wire Inc. (the "Debtor"), and not in its personal or corporate capacity (the "Vendor”), inter alia, the Corporation agrees to purchase all of the assets, properties and undertaking of the Debtor (the "Asset Purchase Agreement”);

AND WHEREAS the Corporation wishes to authorize and approve the delivery of and the transactions contemplated by the Asset Purchase Agreement;

NOW THEREFORE BE IT RESOLVED THAT:

1) The Corporation is hereby authorized to create, issue, execute, deliver, enter into and perform its agreements and obligations set out in each of the following documents and instruments (hereinafter collectively called the "Documents” and individually a “Document”) (a copy of each of which has been provided to and reviewed by the Board):

(a) the Asset Purchase Agreement; and

(b) such other agreements, instruments and documents as may be required to complete the transactions contemplated by the Asset Purchase Agreement.

2) Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation:

(a) to execute and deliver each of the Documents and all other agreements, instruments and documents as he, in his sole discretion, considers necessary, desirable or useful in connection with the transactions contemplated in the Documents in the name of and on behalf of the Corporation under its corporate seal or otherwise, each to be in such form and content with such amendments or variations as such director or officer may approve, his approval to be conclusively proved by his signature thereto; and

(b) to take all such actions, do such things and execute and deliver all such agreements, instruments, statements, forms and Other documents as he, in his sole discretion, considers necessary, desirable or useful in connection with the foregoing resolutions, and execution by any one director or officer of the Corporation shall be conclusive proof of his authority to act on behalf of the Corporation.

THE FOREGOING RESOLUTION is hereby consented to by the sole director of the Corporation, as evidenced by his signature hereto in accordance with the provisions of section 129(1) of the Business Corporations A:t (Ontario), as of the 2Sday April, 2016.

Tony iviarra

OoC#fl1751Sv1



COMMERCIAL LIST

BETWEEN:


-and-

Applicant


Respondent

AFFIDAVIT OF BRAD NEWTON

(sworn May 2, 2016)

I, BRAD NEWTON, of the Town of Beamsville in the Province of Ontario,

MAKE OATH AND SAY:

1. I am a vice-president of KPMG Inc. ("KPMG”), Court appointed receiver of

Acculink Fence & Wire Inc. (the “Receiver"), and as such have knowledge

of the matters hereinafter deposed.

2. The Receiver was appointed under an order of the Honourable Madam

Justice Conway dated March 21,2016.

3. I confirm the amount of $27,367.44 accurately reflects the time charges,

fees and disbursements inclusive of applicable taxes incurred by the

Receiver from March 9 to April 29, 2016. Attached hereto as Exhibit “A”

is a true copy of the account rendered for the above period by KPMG in its

capacity as Receiver.

-2-

4. I consider the amounts disclosed for the Receiver’s fees and expenses to

be fair and reasonable considering the circumstances connected with this

administration.

SWORN before me at the City of Hamilton ) in the Province of Ontario oh this 2nd day ) of May, 2016 )

Commissioner for Taking Affidavits

MtltiMHOmBLm, * toaotetew. *.**■**(>**,*»«te-’***3 , ,

bpkwtamt

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF BRAD NEWTON

Sworn before me

This 2nd day of May 2016

jbtALL-

Commissioner for taking Affidavits, etc.

rnimtmommm,»omwinhw, et, Pmtea d fetori* far KRM tat, 'Rtaln la Bidmptqf *nd KMM U/ Cturtod tattlL b&m W, BW.

KPMG Inc.Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

May 03, 2016

Ontario Superior Court Of Justice c/o KPMG Inc.Bay Adelaide Centre 333 Bay Street, Suite 4600 TORONTO, ON M5H 2S5

InvoiceReferenceClientContact

8001088915 2000514844

1000009062 Brad Newton

Telephone :Email :

(905) 523-2202 [email protected]

Re: Acculink Fence & Wire Inc.

To our fee for services rendered in our role as Court Appointed Receiver of Acculink Fence & Wire Inc. for the period March 21 to April 30, 2016 as outlined on the attached supplementary schedule

Our Fee $ 24,022.50 CADDisbursements 196.47

HST

$ 24,218.97 CAD

3,148.47

Amount Due $ 27,367.44 CAD

Payment is due upon receiptGST/HST Number 12236 3153 RT0001 QST Registration 1023774310 TQ0001

CAD Cheque Payments: KPMG LLP, T4348, P.O. Box 4348, Station A, Toronto, ON M5W 7A6 Please return remittance advice with cheque..

CAD Wire Payments: Beneficiary: KPMG LLPBank Details: TD Canada Trust, 55 King St. West,Toronto, ON M5K 1A2, Bank Code # 004, Transit # 10252,Account # 0938281, Swift Code TDOMCATTTORPlease e-mail related wire payment details including invoice number to [email protected]

Invoice No: 8001088915 Reference: 2000514844 Client: 1000009062 Amount: $ 27,367.44 CAD

KPMG LLP b a Canadian limited liability partnership and member firm of the KPMG network of Independent member Anns affiliated with KPMG International Cooperative (*KPMG international*), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of



SUPPLEMENTARY SCHEDULE

Client #: 1000009062Eng #: 2000514844Invoice #: 5001161042

Re: Acculink Fence & Wire Inc.To our fee for services rendered in our role as Court Appointed Receiver of Acculink Fence & Wire Inc. for the period March 21 to April 30,2016 as follows:

BILLING SUMMARYName Position Rates Hours Total FeeBrad Newton Vice-President $425 32.3 13,727.50Adam Boettger Specialist $250 31.4 7,850.00Kate Mackenney Technician $150 7.5 1,125.00Janet Miceli Technician. $150 8.8 1,320.00

80.0 $ 24.022.50

Our fees $ 24,022,50Expenses (Mileage) 196.47

24,218.97

HST 3,148,47

S 27,367.44TOTAL

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Court File No. CV-16-11318-OOCL


COMMERCIAL LIST

BETWEEN:


Applicant

- and -

ACCULINK FENCE & WIRE INC.Respondent



AFFIDAVIT OF JEREMY NEMERS(sworn May 4, 2016)

I, JEREMY NEMERS, of the City of Toronto, in the Province of Ontario, MAKE

OATH AND SAY AS FOLLOWS:

1. I am a lawyer at Aird & Berlis LLP and, as such, I have knowledge of the

matters to which I hereinafter depose.

2. Aird & Berlis LLP has acted as counsel for KPMG Inc., in its capacity as the

Court-appointed receiver (in such capacity, the “Receiver”) of all of the assets,

undertakings and properties of the Respondent and continues to do so.

3. Aird & Berlis LLP has prepared Statements of Account in connection with its

fees and disbursements as follows:

(a) An account dated April 20, 2016, for the period from February 29, 2016

to April 12, 2016 in the amount of $7,374.02 inclusive of HST and

disbursements; and

(b) An account dated May 3, 2016, for the period from April 19, 2016 to April

28, 2016, in the amount of $4,807.95, inclusive of HST and

disbursements.

4. Attached hereto and marked as Exhibit “A” to this my affidavit are copies of the

Statements of Account. The average hourly rate is $458.79.

5. Assuming this Honourable Court grants an Order discharging the Receiver as

requested, without opposition, the proposed accrual of legal fees and disbursements to

the discharge of the Receiver is $10,000.00, exclusive of HST (the “Legal Accrual”).

6. This Affidavit is made in support of a motion to, inter alia, approve the attached

accounts of Aird & Berlis LLP and the fees and disbursements detailed therein, and for no

improper purpose.

SWORN before me at the City of Toronto, in the Province of Ontario this V^day of May, 2016.

))))))

A Commissioner, etc.

LIAM ROBERT TRACEY-RAYMONT, a Commissioner, etc., Province of Ontario, while a Student-at-Law.Expires May 1, 2017,

Attached is Exhibit “A”

Referred to in the

AFFIDAVIT OF JEREMY NEMERS

Sworn before me

Commissioner for taking Affidavits, etc

LIAM ROBERT TRAQEY-RAYMONT, a Commissioner, etc,, Province of untano, while a Student-at-LairV.Expires May 1, 2017.



COMMERCIAL LIST

BETWEEN:


- and -Applicant

ACCULINK FENCE & WIRE INC.Respondents



SUMMARY OF TIME INCURRED

LAWYER CALL TO BAR HOURS RATE VALUES. Mitra 1996 13.40 575.00 $7,705.00J. Nemers 2014 6.50 305.00 $1,982.50CLERKSA. Purushotham 2.0 180.00 $360.00

25850054.1

IN ACCOUNT WITH: Aird & Berlis LLPBarristers and Solicitors

Brookfield Place, 181 Bay Street Suite 1800, Box 754, Toronto, ON M5J2T9 Canada

T 416.863.1500 F 416.863.1515www.airdberlis.com

KPMG Inc.700-21 King Street West Hamilton, ON Canada L8P 4W7

Attention: Mr. Brad Newton Account No.: 531918

PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES

File No.: 22647/131827

April 20, 2016_______________________________________________________________________

Re: Acculink Fence & Wire Inc. (Receivership)

FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended April 20, 2016

LAWYER DATE TIME VALUE DESCRIPTION

SPM 29/02/16 0.20 $115.00 Email exchange with client re receivership and stalking horse bid

SPM 04/03/16 0.30 $172.50 Email exchange with client re scheduling of call with counsel for RBC; Arrange for draft APA to be provided to client

SPM 21/03/16 0.40 $230.00 Revise draft APA and email exchange with client; Email rental agreement with schedule to client and H. Chaiton

JTN 04/03/16 0.90 $274.50 Prepare and circulate draft stalking horse APA

SPM 09/03/16 0.70 $402.50 Email with counsel for RBC and Roma Fence; Email exchange with client

SPM 31/03/16 0.20 $115.00 Attend to preparation of bill of costs

SPM 08/03/16 0.60 $345.00 Telephone call with client and counsel for RBC; Email exchange with counsel for second secured

SPM 08/03/16 0.60 $345.00 Telephone call with client and counsel for RBC; Email exchange with counsel for secondsecured

http://www.airdberlis.com

Aird & Berlis LLPPage 2 of Account No. 531918

JTN 09/03/16 2.70 $823.50 Attend on conference call with working group; Telephone call with B. Newton; Email chain with B. Newton and J. Leslie; Prepare draft notice of motion and draft form of Order; Discussion with S. Mitra re same

SPM 11/03/16 1.10 $632.50 Email exchange with counsel for Roma and RBC and client; Telephone call client; arrange for rental agreement and APA; Telephone call H. Chaiton; Review and provide comments on draft orders

SPM 14/03/16 1.40 $805.00 Review receivership application; Email exchange with client; Review and revise draft Rental Agreement and telephone call client DHL invoices and rental agreement; Email exchange re Rental Agreement

SPM 14/03/16 0.70 $402.50 Email with counsel for RBC and Roma fence; Email exchange with client

JTN 14/03/16 1.50 $457.50 Prepare draft rental agreement; Discussion with S. Mitra re same; Receipt and review of draft appointment order; Email to M. Brzezinski re same

JTN 15/03/16 0.50 $152.50 Engaged with conversion of draft stalking horse APA into draft APA

JTN 16/03/16 0.90 $274.50 Receipt and review of additional terms and conditions re draft APA; Revise same; Email same to S. Mitra

SPM 17/03/16 1.50 $862.50 Review and provide comments on draft sale documents

SPM 12/04/16 0.20 $115.00 Email exchange with client re account

TOTAL: 14.40 $6,525.00

OUR FEE $6,525.00HST. at 13% $848.25

DISBURSEMENTS

Subject to HST

Long Distance Charges $0.68

HST at 13% $0.09

AMOUNT NOW DUE $7,374.02


THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP

Sanjeev P. Mitra

E.&O.E.

PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT

IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.

GST / HST Registration #12184 6539 RT0001

NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.

25692724.1

REMIT TO:Aird & Berlis LLP Brookfield Place, Suite 1800 Box 754, 181 Bay Street Toronto, Ontario M5J 2T9 T 416 863 1500 F 416 863 1515

REMITTANCE SLIP

Total FeesTotal Taxable Disbursements Total HST

AMOUNT TO BE PAID

PLEASE REMIT WITH PAYMENT IN CANADIAN FUNDS

KPMG Inc.File No.: 22647-131827 Account No.: 531918 Date: April 20, 2016

$6,525.00$0.68

$848.34

$7,374.02

This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.


Brookfield Place, 181 Bay Street Suite 1800, Box 754, Toronto, ON M5J 2T9 Canada

T 416.863.1500 F 416.863.1515 www.airdberlis.com




File No.: 22647/131827

May 3, 2016________________________________________________________________________


FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended May 3, 2016


SPM 19/04/16 0.20 $115.00 Telephone call client re status and steps

SPM 22/04/16 0.20 $115.00 Email exchange with client for updated PPSA search

AP 22/04/16 0.30 $54.00 Conducted prelim and ordered PPSA Verbal against Acculink Fence & Wire Inc., attended to electronic filing and reviewed e-summary and reported same

SPM 23/04/16 0.40 $230.00 Email exchange with client re revised APA and time for discussion

SPM 25/04/16 1.30 $747.50 Review revised APA and telephone calls D. Loomis and email exchange with client

SPM 26/04/16 1.50 $862.50 Review and provide counsel draft report; Telephone call B. Newton; Telephone call counsel to Roma

SPM 27/04/16 0.70 $402.50 Email exchange with client and D. Loomis re $US in estate; Arrange for opinion on T. Marra security; Review changes to draft agreement and email exchange with client and D. Loomis

AP 27/04/16 0.20 $36.00 Ordered Corporate Profile, Verbal and Certified PPSA search against Acculink Fence& Wire Inc.


Aird & Berus LLPPage 2 of Account No. 533125


AP 27/04/16 1.10 $198.00 Drafted Security Opinion re Tony Marra Security

SPM 28/04/16 0.50 $287.50 Review and finalize security opinion of T. Marra Security

SPM 28/04/16 0.70 $402.50 Review and finalize draft Marra Security opinion and email exchange with client; Telephone call client

AP 28/04/16 0.30 $54.00 Reviewed and revised Security Opinion and reported same

AP 28/04/16 0.10 $18.00 Attended to electronic filing of certified PPSA search against Acculink Fence & Wire Inc. and reported same

TOTAL: 7.50 $3,522.50

$3,522.50 $457.93

DISBURSEMENTS

COST INCURRED ON YOUR BEHALF AS AN AGENT

OUR FEEHST at 13%

Search Under P.P.S.A. $24.00

Subject to HST

Photocopies - Local Service Provider FeeLong Distance Charges

Total Disbursements

$27.25$21.50$25.16

$73.91$9.61

$4,087.95AMOUNT NOW DUE

Total Disbursements HST at 13%



Sanjeev P. Mitra

E.&O.E.





25818210.1


REMITTANCE SLIP

Total FeesTotal Non-Taxable Disbursements Total Taxable Disbursements Total HST

AMOUNT TO BE PAID


KPMG Inc.File No.: 22647-131827 Account No.: 533125 Date: May 3, 2016

$3,522.50$24.00$73.91

$467.54

$4,087.95



Brookfield Place, 181 Bay Street Suite 1800, Box 754, Toronto, ON M5J2T9 Canada

T 416.863.1500 F 416.863.1515 www.airdberlis.com




File No.: 22647/131827

May 3, 2016________________________________________________________________________


FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended May 3, 2016


SPM 19/04/16 0.20 $115.00 Telephone call client re status and steps

SPM 22/04/16 0.20 $115.00 Email exchange with client for updated PPSA search

AP 22/04/16 0.30 $54.00 Conducted prelim and ordered PPSA Verbal against Acculink Fence & Wire Inc., attended to electronic filing and reviewed e-summary and reported same

SPM 23/04/16 0.40 $230.00 Email exchange with client re revised APA and time for discussion

SPM 25/04/16 1.30 $747.50 Review revised APA and telephone calls D. Loomis and email exchange with client

SPM 26/04/16 1.50 $862.50 Review and provide counsel draft report; Telephone call B. Newton; Telephone call counsel to Roma

SPM 27/04/16 0.70 $402.50 Email exchange with client and D. Loomis re $US in estate; Arrange for opinion on T. Marra security; Review changes to draft agreement and email exchange with client and D. Loomis

AP 27/04/16 0.20 $36.00 Ordered Corporate Profile, Verbal and Certified PPSA search against Acculink Fence& Wire Inc.




AP 27/04/16 1.10 $198.00 Drafted Security Opinion re Tony Marra Security

SPM 28/04/16 0.50 $287.50 Review and finalize security opinion of T. Marra Security

SPM 28/04/16 0.70 $402.50 Review and finalize draft Marra Security opinion and email exchange with client; Telephone call client

AP 28/04/16 0.30 $54.00 Reviewed and revised Security Opinion and reported same

AP 28/04/16 0.10 $18.00 Attended to electronic filing of certified PPSA search against Acculink Fence & Wire Inc. and reported same

TOTAL: 7.50 $3,522.50

OUR FEE $3,522.50HST at 13% $457.93

DISBURSEMENTS

COST INCURRED ON YOUR BEHALF AS AN AGENT

Search Under P.P.S.A. $24.00

Subject to HST

Photocopies - Local Service Provider FeeLong Distance Charges

Total Disbursements

$27.25$21.50$25.16

$73.91$9.61

AMOUNT NOW DUE

Total Disbursements HST at 13%

$4,087.95

Aird&Berlis LLPPage 3 of Account No. 533125


Sanjeev P. Mitra

E.&O.E.





25818210.1


REMITTANCE SLIP

Total FeesTotal Non-Taxable Disbursements Total Taxable Disbursements Total HST

AMOUNT TO BE PAID


KPMG Inc.File No.: 22647-131827 Account No.: 533125 Date: May 3, 2016

$3,522.50$24.00$73.91

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Appendix QAcculink Fence & Wire Inc.

Receiver's Statement of Receipts and Disbursements For the period March 21 to May 2,2016

Receipts U.S. CDNCash in Bank $ 4,973.33 $ 8,985.33Accounts receivable 51,040.46 107,305.26Advances receivable 4,000.00Sales of inventory 12,529.47Equipment rental 2,133.33Deposit on sale of assets 22,500.00Refunds 975.15HST collected 1,906.16

Total Receipts $ 56,013.79 $ 160,334.70

Disbursements Bankruptcy advertisement InsuranceSale process advertisement HST paidReceivership registration

Total disbursements

44.601,083.244,579.84

601.1870.00

6,378.86

$ 56,013.79 $ 153,955.84Net receipts over disbursements

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Court File No. 32-2043593


IN BANKRUPTCY

IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF ACCULINK FENCE & WIRE INC. OF THE CITY OF BOLTON, IN THE

PROVINCE OF ONTARIO

AFFIDAVIT OF CHRISTINA MARRA (Sworn October 30,2015)

I, Christina Marra, of the City of Bolton, Province of Ontario, MAKE OATH AND SAY:

1. I am the General Manager of Acculink Fence & Wire Inc. (the “Company” or “Acculink”) and as such, I have knowledge of the matters to which I hereinafter depose. Where information contained in this affidavit is based on information I have received from other sources, I have stated the source of that information, and in all such cases I believe that information to be true.

2. The Company carries on business as a manufacturer and distributor of wire, chain link and ornamental iron fencing in the Province of Ontario.

3. On October 5, 2015, the Company filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to section 50.4 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the “BIA”) as amended. KPMG Inc. was appointed as the Company’s proposal trustee (the “Proposal Trustee”). A copy of the NOI is attached hereto as Exhibit “A”.

4. This affidavit is made in support of a motion by the Company for an order:

(a) authorizing the Company to sell certain assets out of ordinary course of business; and

(b) granting the Company a 45 day extension of the time to make a proposal to its creditors to December 21, 2015.

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ACCULINK

5. Acculink is a manufacturer and distributor of chain link fences, chain link fence ties, bottom wires, agricultural fences and ornamental iron fencing. The Company is a member of the Roma Fence group of companies all of which are owned directly or indirectly by members of the Marra family. Collectively, the Roma Fence group of companies manufacture and distribute a full line of fences and fence related products.

6. Acculink manufactures its products from a leased plant facility located at 10 Holland Drive in Bolton, Ontario (the “Plant Facility”). The Plant Facility is leased by the Company from Carat Properties Inc. (“Carat”), a company related to Acculink.

7. Historically, related party sales to the Roma Fence group of companies made up approximately 30% of the Company’s sales. The balance of manufactured products is sold by the Company directly to US fence companies, and to larger volume fence companies based mainly in Southern Ontario.

8. Acculink’s operations are seasonal in nature with the majority of the sales occurring between the months of May to November. Prior to the commencement of this proceeding, Acculink employed approximately 25 full time and part time non-unionized employees at the Plant Facility, although that number is reduced to 16 during the off season.

RBC

9. RBC is the Company’s senior secured creditor. Pursuant to an offer letter dated June 4, 2014 (the “Loan Agreement”), RBC made available to the Company the following demand loan facilities: (i) a deposit account facility in the principal amount of CAD$70,000; and (ii) a demand loan facility in the principal amount of USDS 1,304,862.39 (collectively, the “RBC Loans”). The RBC Loans are secured by, among other things, a first security interest over all of Acculink’s personal property.

10. Copies of the Loan Agreement and the general security agreement executed byAcculink are collectively attached hereto as Exhibit “B”. ,

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11. As at the date of the NOI filing, Acculink was indebted to RBC in an amount of approximately $1.67 million for principal and interest.

OTHER CREDITORS

12. lam advised by the Company’s legal counsel, Chaitons LLP (“Chaitons”) that Chaitons obtained a search from the Personal Property Security Registration System in the province of Ontario in respect of registrations under the Personal Property Security

Act (“PPSA”) which were outstanding against the Company as at October 28, 2015 andwhich disclose the particulars of the following registrations in order of registration:

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(a) RBC in respect of all collateral classifications other than consumer goods;

(b) Roma Fence (East) Inc. (“Roma East”) in respect of certain equipment;

(c) Travelers Financial Corporation (“Travelers”) in respect of certain equipment;

(d) Roynat Inc. (“Roynat”) in respect of all collateral classifications other than consumer goods;

(e) Tony Marra (“Tony”) in respect of all collateral classifications other than consumer goods; and

(f) Bram West Holdings Inc. (“Bram West”) in respect of all collateral classifications other than consumer goods.

A copy of the PPSA search against the Company is attached hereto as Exhibit “C”.

13. . Bram West and Roma East are related to and/or affiliated with the Company. Tony is my father and is the sole director of the Company. Bram West and Tony both guaranteed the Company’s obligations to RBC. On May 7, 2015, RBC demanded payment from the guarantors of the RBC Loans, including Bram West and Roma East.

14. As at the date of this affidavit, the Company does not owe any money to Bram West. On or around March 2015, Bram West sold some of its real property and, at the

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request of RBC, deposited a portion of the net proceeds from the sale in the approximate amount of $600,000 in a GIC account in the name of Acculink.

15. As at the date of this Affidavit, the Company is indebted to Tony in the approximate amount of $665,000, of which $70,000 is secured.

16. The Company’s obligations to Roynat arise under a secured guarantee granted by the Company as security for a loan extended by Roynat to Carat. To the best of my knowledge, Roynat’s loan to Carat is not currently in default.

17. The Company’s loan from Travelers has been repaid.

18. In addition to the related party loans described above, the Company is indebted to the following related entities on an unsecured basis:

(a) Roma Fence Ltd. in the amount of approximately $300,000 for unsecured advances made by Roma Fence Ltd.; and

(b) Carat in the amount of approximately $60,000 for rent and equipment rental; and

(c) Cadette Holdings Inc. in the amount of approximately $160,000.

19. As at the date of this Affidavit, the Company is indebted to its trade and other arms length creditors in the amount of approximately $2.1 million.

FINANCIAL DIFFICULTIES

20. Over the last two years, the Company has been experiencing financial difficulties caused primarily by declining sales and the decline in the value of the Canadian dollar vis

a vis the U.S. dollar. The Company sourced the majority of its materials from the United States which left it vulnerable to exchange rate fluctuations. In 2014, the Company’s sale margins were reduced to approximately 10% (from 18% in 2011) and the Company suffered an operating loss of approximately $550,000, with approximately 50% of that loss attributable to the declining Canadian dollar.

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21. The Company defaulted on its obligations to RBC under the RBC Loan. On May 7, 2015, RBC demanded payment of the RBC Loan from Acculink and served a Notice of Intention to Enforce Security pursuant to section 244(1) of the BIA (“Notice of Enforcement”).

22. Pursuant to a Forbearance Agreement dated July 28, 2015, RBC agreed to forbear from exercising its rights and remedies until September 30, 2015. A copy of the Forbearance Agreement is attached hereto as Exhibit “D”,

23. The Company was unable to repay the RBC Loan to RBC prior to the termination of the forbearance period. On October 5, 2015, the Company, with the consent of RBC, commenced this proceeding by filing the NOI. Although the stay of proceedings under the BIA does not apply to RBC, RBC has agreed not to exercise its enforcement rights in the proposal proceeding, provided however, that Acculink remains within its cash flow projection and a portion of realizations on the Company’s assets in this proceeding are used to permanently pay down the RBC Loan.

PROPOSAL PROCEEDING

24. This proposal proceeding was commenced by the Company to allow it to downsize its operations, liquidate redundant equipment and inventory on hand and collect accounts receivable in order to allow the Company to pay down its loan to RBC and make a proposal to its creditors. The Company is in the process of reviewing its remaining equipment on hand in order to identify any further redundant equipment which it intends to sell.

25. The Company intends to continue to carry on business during the proposal proceeding. However, to ensure that it has sufficient cash to fund its working capital and this proceeding, the Company is downsizing its manufacturing to production of inventory sufficient to supply the Roma group of companies along with a small group of higher margin clients. To that end, the Company has reduced its number of employees from approximately 35 to approximately 20 full time and part time employees.

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26. On September 14, 2015, the Company obtained an appraisal of its equipment. A copy of the appraisal is attached hereto as Confidential Exhibit “1”. The Company requests that the appraisal be kept confidential until the completion of this proceeding, or further order of the Court, to ensure that the Company’s equipment sales are not negatively impacted in this proceeding.

27. The Company has built up high levels of excess inventory which it will be seeking to liquidate in this proceeding. The Company is currently offering its excess inventory to its existing customer base at a discounted price. In addition, the Company is also in the process of soliciting tenders from auctioneers for these assets with the view of maximizing value for its creditors.

SALE OF EQUIPMENT

28. In or around August 2015, the Company identified four of its chain link fence manufacturing machines (“Equipment”) as being redundant and retained an equipment broker to locate a purchaser for the Equipment. On or around September 15, 2015, the Company entered into an agreement (the “Agreement”) with Arivali Fence LLC (“Arivali”) to sell the Equipment pursuant to the terms of an invoice dated September 15, 2015. A copy of the invoice with the purchase price redacted is attached hereto as Exhibit “E”. An unredacted copy of the invoice will be filed with the Court on confidential basis as Confidential Exhibit “2”.

29. The sale of the Equipment represents a sale out of the ordinary course of business. Accordingly, the Company seeks an order approving the sale of the Equipment to Arivali.

30. The Company received two offers for the Equipment with the offer from Arivali representing the best and highest offer. The purchase price under the Agreement is payable in US dollars, is substantially higher than the appraised value of the Equipment. A deposit in the amount of USD$50,000 has been paid by Arivali.

31. Arivali has not requested and the Company is not seeking an order vesting the Equipment in Arivali free and clear of all claims and encumbrances. It is the Company’s

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intention to use the net proceeds from the sale of the Equipment to permanently pay down The RBC Loan in exchange for RBC’s discharge of its security in the Equipment.

STAY EXTENSION

32. Under the BIA, the stay of proceedings will expire on November 4, 2015. The Company is acting in good faith and with due diligence in seeking to maximize recovery for its creditors by downsizing its operations and liquidating excess or redundant assets. Once the Company is able to ascertain its recovery from the sale of these assets and has rightsized its operations, it will be in a better position to put together a proposal to its creditors.

33. In order to advance this proceeding, the Company is seeking an extension of time to file a proposal for 45 days or until December 21,2015.

34. Without the extension the Company will not be in a position to make a viable proposal to their creditors and will become bankrupt to the detriment of its stakeholders. In contrast, no creditor will be materially prejudiced if the extension applied for is granted. The extension is supported by RBC and the Proposal Trustee. If the extension applied for is granted, the Company would likely be able to make a viable proposal to their creditors following the downsizing of its operations and the sale of its assets.

35. I swear this affidavit in support of the Company’s motion for the relief set out in this Affidavit.

SWORN BEFORE ME at the City of , ) in the Province of Ontario this day of )October, 2015 )

))__________________________________ ) ___________________________A Commissioner, Etc. ) CHRISTINA MARRA

)

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SCHEDULE 1

SUBJECT TO A SEALING ORDER

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