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Court File No.

126-13-CA
(ref:F/C253/13)

IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

-and-

ROYAL BANK OF CANADA
AND ERNST & YOUNG
AND OTHERS.
Respondents (Intended Defendants).

RECORD ON MOTION
INDEX

Index Pages

Affidavit of Service 1-7
Court File No Cover Sheet 8
Served File Contents 9
Notice of Motion for leave to appeal 11-16
Paul Michaels Affidavit 20 Feb 2014 17-23
Supporting Brief 24-51
Affidavit Paul Michaels 30 Oct 2014 52-63
Schedule of Served Bundle contents 64-73
Claimants Exhibits A2 - Z2 74-556
Receipt card (Not yet acknowledged) 557
Ross Backman affidavit 28 Mar 2014 558-562
Defendants Exhibits A - O 563-938
Court File No. 126-13-CA
(ref:F/C253/13)

IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

-and-

ROYAL BANK OF CANADA
AND ERNST & YOUNG
AND OTHERS.
Respondents (Intended Defendants).
File Contents

1. Notice of Motion of Service for leave to appeal 20 February 2014

2. Affidavit of Paul Michaels 20 February 2014

3. Paul Michaels Supporting Brief 20 February 2014

4. Affidavit of Paul Michaels 30 October 2013

5. Schedule of Bundle contents
Section 1
Notice of Motion of Service for leave to appeal 20 February 2014
Court File No. 126-13-CA
(ref:F/C253/13)

IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

-and-

ROYAL BANK OF CANADA
AND ERNST & YOUNG
AND OTHERS.
Respondents (Intended Defendants).

NOTICE OF MOTION FOR LEAVE TO APPEAL
(FORM 62A)

! I, PAUL MICHAELS, of Low Newbiggin Estate. Aislaby, Whitby, North Yorkshire
United Kingdom, MAKE OATH AND SAY AS FOLLOWS.

1.! The plaintiffs - Blissfield Sporting Camps Limited “Blissfields”and Paul and
Charlotte Michaels ʻThe Michaels” and Others will apply under Rule 62.03 to the
Honorable Chief Justice of New Brunswick, or such other Judge of the Court of
Appeal as may be designated by the Chief Justice, in the Justice Building, Queen
Street, Fredericton, N.B., for leave to appeal from the order (or decision) of the
Honorable Justice Clendening, dated the 7th day of November, 2013.
Page 1 of 6
2.!! On the 30th October 2013 the plaintiffs were granted an injunction, enjoining the
Royal Bank of Canada (RBC hereafter) and its advisors from marketing, selling or
dealing with the Blissfield assets.

3.! At the review hearing on the 7th November 2013, Charlie Bird (Bird hereafter) of
Whitehead Bird & Miles represented the plaintiffs. He advised the court that he
believed that he was in a potential conflict as he was the lawyer for Fredericton
Appraisals. For the purpose of Ernst & Youngʼs receivership process, Joel LaPointe
of Fredericton Appraisals valued the Blissfield assets on 27th June 2013, at CAD
$525k. Joel LaPointe of Fredericton appraisals valued the company at CAD$4.6m on
13th January 2012, at the request of RBCʼs risk analyst department, and prior to the
plaintiffs taking out the RBC CAD$1.25m loan. Bird admitted that the significant
variance in Fredericton Appraisals valuations, would be called into question, and so
he could not act for either party.

4.!! The evidence submitted and heard at the hearing proved beyond all reasonable
doubt that the RBC and its advisors did not undertake a valuation of the assets
during or post construction of the lodge. The demand for payment notice was not
preceeded by a valuation. No commercial valuation was undertaken until the 27th
June 2013 only 2 weeks prior to E&Yʼs call for best bids. The bids were called on the
basis of a forced sale in a depressed market and after certain options to lease further
fishing had expired..

5.!! On the 7th November 2013, at the hearing in the Fredericton court of New
Brunswick, the injunction was released.

6.!! It is the plaintiffs position that given Birdʼs declaration of conflict, that the
question be raised, why the plaintiffs evidence was not apparently available and that
they should have been allowed an abridgment of time, to seek new counsel. Paul
Michaels (Michaels hereafter) is the joint majority owner of Blissfields in terms of
equity and share ownership. Michaels the ʻplaintiffʼ, was requested by Bird to attend
the court hearing in person. Michaels addressed Justice Clendening to explain that
he could represent the plaintiffs in person, as he had the “evidence” files that Bird
was supposed to present. Justice Clendening denied Michaels the opportunity to
address the court directly and adjourned the hearing for 5 minutes, directing him to
speak to Bird. Bird would not engage, simply stating “the property is going to be sold”

7.!! The plaintiffs were advised by their counsel that they had 10 days to appeal the
decision. When the plaintiffs tried to submit their appeal they were advised by the
Page 2 of 6
court that the deadline had passed, and that the statutory time for an appeal was 7
days, not 10.

It is the Plaintiffs position that;

8.! The judgement was unfair because the decision was only based on the
defendant's evidence as Bird failed to support the plaintiffs case because of his claim
there was a conflict of interest.
 
9.! The hearing could have been postponed until the plaintiffs were properly
represented.

10.! Stewart Mckelvey were in clear conflict in acting in this case. 
 
11.! The judgement considered, a valuation put forward by Ernst & Young as a
fundamental part of their submission. Joel LaPointe of Fredericton Appraisals, based
his 27th June 2013, $525k valuation, on a year in which the fishing was banned by
the authorities. The reasons given by Stewart McKelvey at the hearing did not
account for the extensive $4m difference between La Pointeʼs valuation dated Jan
2012 of $4.6m and his June 2013 as outlined in his submission. Had the plaintiffs
known at the beginning that after renovating the lodges their value would have been
$525k, the plaintiffs would not have taken out the loan or started the development in
the first place. Immediately that Blissfields opened in June 2012. it achieved 110% of
iits projected occupancy. For the whole of July 2012 the Lodge was overbooked. The
viability of the business at the point that the bank foreclosed, has never been
questioned, and did not form part of LaPointeʼs valuation.

12.! A breach in 'Good Faith' occurred, when the plaintiffs found it difficult to
comply with their 'contract' with RBC, once RBC issued demand notices on 29th
January 2013. This was 11 days after the plaintiff received notification that their
account was transferring from Queen Street Fredericton New Brunswick to Special
Loans Advisory Service in Halifax Nova Scotia.

13.! RBC loaned the plaintiffs money on a fishing business then closed all their
Canadian bank accounts which prevented them from operating, and in doing so took
away the ability to repay any monies owed to the bank

14.! The plaintiffs secured working capital of $120k & $250k and RBC still did not
allow them to operate for profit whilst marketing the opportunity to potential investors.

Page 3 of 6
15.! The plaintiffs are seeking a more equitable decision in an Appeal Court based
on the full facts and not those from one side only. 

16.! The plaintiffs respectfully seeks the following relief from the court on behalf of
Blissfields and others.

! (a)! an Order for the abridgment of time, and leave to appeal, pursuant to the
Rules of Court of New Brunswick, including without limitation, Rule 3.02;

! (b)! an Order that, to the extent the approval of the Court is necessary, Paul
Michaels of Blissfields is authorized to represent and file this Preliminary Motion on
behalf of Blissfields and all other plaintiffs;

! ! (c)! an Order permitting the submission of the plaintiffsʼ evidence attached and
marked as PAUL MICHAELS AFFIDAVIT dated 19th February 2014, Exhibits “A2” -
“Z2”, and SUPPORTING BRIEF dated 19th February 2014;

! (d)! an Order that, to the extent such approval is necessary, “Blissfields” be
authorized to commence action against RBC and Ernst & Young Inc and others. on
the basis of the causes of action disclosed in Affidavit evidence herein and, such
further and other information which may be generated as a result of further
investigations and or this Motion;

! (e)! an Order pursuant to Rule 37, Rule 40.01, Rule 40.02 and Rule 41 of the
Rules of Court of New Brunswick, the Judicature Act, R.S.N.B 1973 c. J-2, the
Property Act, R.S.N.B. 1973 c. P-19, the Personal Property Security Act, S.N.B. 1993
c.P-7.1, and the Bankruptcy and Insolvency Act, RSC 1985 c.B-3, that RBC and
Ernst & Young Inc. be enjoined from selling, transferring, disposing or otherwise
dealing with any of the following pieces of real property, namely, PIDs 40466484,
40041642, 40038531, 40038283 and 40038341 (the “Properties”) until further Order
of this Court;

! (f). ! an Order reversing the courts 7th November 2013 decision to lift the
injunction;

! (g)! an Order reversing the sale of “Blissfields assets”, or any property that
forms part of the plaintiffs guarantee, in the event that a sale or sales have been
agreed;

Page 4 of 6
! (h)! an Order that RBC or Ernst & Young Inc. deliver a copy of the full details of
its marketing process of Blissfields including as stated by Catherine Lahey at the
hearing the 100+ qualified parties contacted with Blissfields particulars. A further
request is for a copy of the Agreement of Purchase and Sale of the Properties to the
Applicants within 10 days;
!
! (i) ! upon receipt of a copy of the Agreement of Purchase and Sale, an order
from the court dismissing Ernst & Young from this process;

! (j) an Order directing the RBC to re-engage in discussions with Blissfields and
to allow “Blissfields” to resume normal operations at the Lodge by the 30th April
2014, with the condition that the plaintiffs markets and sells shares in the lodge and
fishing water as per the business model submitted and endorsed by the RBC;
!
! (k)! an Order as to the use or sale of the Properties during the next 8 month
period, which considers normal and reasonable management and financial protection
given the substantial CAD$3.5m investment made by the Applicants and their
creditors since September 2006;

! (l)! an Order in favour of the plaintiffs for ALL costs and expenses incurred by
the plaintiffs, throughout the receivership and court application process, and
!
! (m)! any other relief as the honourable court deems just and necessary in the
circumstances.

Upon the hearing of the motion the sworn Affidavit of Paul Michaels dated 19th
February 2014, exhibits “A2”- “Z2”, and any other documentary evidence as the court
sees fit or will permit, will be presented:

Page 5 of 6
SWORN TO BEFORE ME, at Hitchin, United Kingdom on thisld"'day of February
2014,

Witness ~.(1., ~

~Il). ~~Lk ~.

PRINT NOTARY PUBLIC NAME PAUL MICHAEL
For and on behalf of
D.R. Howard - Notary PUQlic Blissfield Sporting Camps Limited
.and Paul & Charlotte Michaels
HRJ Foreman Laws ! and Others
25 Bancroft
Hitchin
Hertfordshire SG *5 1JVw
Name of Plaintiff :
Blissfield Sporting Camps Li~ited and Paul & Charlotte Michaels and Others

Address of Plaintiff
cIa
Low Newbiggin Estate
Aislaby
Whitby
North Yorkshire
Y0211TQ
United Kingdom
UK Home Tel +44 (0) 1947811 811
Mobile +44 (0) 774 779 3333

E-mail addresses
Primary holidays@lownewbiggin,co,uk
Secondary paulcharlottem @gmaii,com
Alternative fish@guidenb,com

Page 6 of 6
Section 2
Affidavit of Paul Michaels 20 February 2014
Court File No. 126/13/CA
(ref:F/C253/13)

IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

- and -

ROYAL BANK OF CANADA
AND ERNST & YOUNG INC
AND OTHERS
Respondents (Intended Defendants)

AFFIDAVIT

! I, PAUL MICHAELS, of Low Newbiggin Estate, Aislaby, Whitby, North
Yorkshire, United Kingdom, MAKE OATH AND SAY AS FOLLOWS:

1.! ! I am the President of Blissfield Sporting Camps Limited. I sit on the council
of and do act as an advisor to, the Atlantic Salmon Trust Registered Charity 252742 .
On both counts, I am qualified and do have personal knowledge of the matters
deposed to except where otherwise stated.

Page 1 of 6
2.! ! I am the President of Blissfield Sporting Camps Limited ("Blissfield") and
subject to the matters herein, am authorized by Blissfield to make this Affidavit.

3.!! ! On the 30th October 2013 the honourable court of New Brunswick
authorised an injunction enjoining the Royal Bank of Canada (RBC hereafter) from
selling, marketing or dealing with the Blissfield Sporting Camps Limited assets. A
copy of the court order is attached hereto and marked exhibit Q2.4

4.! ! On the 7th November 2013 the case was heard at Fredericton Court
House. Charlie Bird (Bird hereafter) of Whitehead Bird & Miles (WBM hereafter)
represented the plaintiffs. Bird was offered, but did not use or submit, the enclosed
evidence that had been compiled by the plaintiff. Attached hereto and marked as
exhibit Q2.2 is a copy of the email from Paul Michaels to Charlie Bird confirming the
evidence was available for the court hearing on the 7th November 2013.

5.! ! After hearing the evidence Justice Clendening ordered the release of the
injunction, A copy of the court order is attached hereto and marked exhibit Q2.8

6. ! ! At the hearing Bird advised the court that he believed that he was in a
potential conflict as he was the lawyer for Fredericton Appraisals who on 27th June
2013, had valued the assets for the purpose of the receivership process at CAD
$525k. Due to the valuation being significantly lower than the CAD$4.6m which the
same company had valued in January 2012, prior to the plaintiffs taking out the loan,
Bird admitted that this valuation would be called into question and so he could not act
for either or both parties because there would be a conflict of interest. Attached
hereto and are the valuations undertaken by Harold Moore (Moore hereafter) dated
8th November 2007 of CAD$3.2m exhibit W2.1, valuation by Moore dated 3rd March
2011 of CAD$4.4m exhibit W2.2, valuation by Moore and Joel La Pointe (LaPointe
hereafter) dated 13th January 2012 of CAD$4.6m exhibit W2.3, and the valuation by
Joel LaPointe dated 27th June 2013 of CAD$525k exhibit W2.4

7.! ! It should be noted that the receivership process precluded Blissfields from
securing an extension to purchase and sale agreements and renewing pool leases,
both of which played a key part in the marriage value of lodge plus water in all
valuations. No value was put on the trading business by Fredericton Appraisals. The
Old River Lodge (the trading company of Blissfields) achieved 110% of the projected
occupancy, in the first 5 weeks of trading. Attached hereto and marked exhibit D2.5
is the relevant occupancy section of the Profit & Loss projections, submitted to the
Royal Bank as part of the business Plan.
Page 2 of 6
8.! ! The plaintiffs were advised by Bird that they had 10 days to file an appeal.
Attached hereto and marked as exhibit R2.1 is a copy of Birdʼs email stating the
plaintiffs had 10 days to appeal.

9.! ! When the plaintiffs tried to file their appeal they were advised:

(i) They had to file it with a different court
(ii) They could not file it themselves as they had retained counsel
(iii) The deadline was 7 not 10 days

10.! ! In view of the conflict situation, I made the decision to seek direction from
the court of appeal in order that I could represent the Corporationʼs and Othersʼ case
personally. I therefore requested guidance on the legal format of any submissions
from the court.

11.! ! I was given a time and date of 2pm on Friday 13th December 2013, for the
motion of service for an abridgment of time and leave to appeal hearing.

12.! ! Due to financial constraints and work and personal commitments, the court
kindly agreed for the hearing to be conducted by means of a teleconference call. I
found the process of compiling the documentation a challenge, both from a timing
and legal format perspective.

13.! ! I have little knowledge, experience and understanding of the New
Brunswick legal process. I was of the understanding that the documents must be
served on the other parties (the defendants) 48 hours prior to the hearing, and that it
was the court that advised the defendants of the hearing date etc. I now know this
not to be the case.

14.! ! Catherine Lahey of Stewart McKelvey, advised me that she was unable to
attend the court on that date and that the documents should have been filed 10 days
in advance.

15.! ! I applied to the court for a new date and on the 23rd January 2014 the
court agreed to hear our case in Fredericton on the 21st February 2014.

Page 3 of 6
16.! ! Due to circumstances beyond my control, I was unable to serve our
documents on Stewart McKelvey by the 11th February 2014.
! !
17.! ! Stewart McKelvey have requested that the hearing of the Motion by
teleconference, dated the 21st February 2014, be cancelled. The plaintiffs will re-
apply and endeavor to make themselves available for, the motion of service hearing
by telephone conference or videoconference, once a new date has been fixed with
the honourable court of New Brunswick, in Fredericton.

18.! ! I will advise the court once the documents have been completed and have
been confirmed as being “Served” on Stewart McKelvey, on behalf of RBC & Others.

19.! ! I make this Affidavit complete with exhibits “A2” - ”Z2” and in conjunction
with my Affidavit dated 30th October 2013, in support of a Preliminary Motion of
Service to Appeal wherein I seek the following relief on the behalf of Blissfields and
others:!

! (a)! an Order for the abridgment of time, and leave to appeal, pursuant to the
Rules of Court of New Brunswick, including without limitation, Rule 3.02;

! (b)! an Order that, to the extent the approval of the Court is necessary, Paul
Michaels of Blissfields is authorized to represent and file this Preliminary Motion on
behalf of Blissfields and all other plaintiffs;

! (c)! an Order permitting the submission of the plaintiffsʼ evidence attached and
marked as PAUL MICHAELS AFFIDAVIT dated 20th February 2014, Exhibits “A2” -
“Z2”, and Appellants Submission dated 20th February 2014;

! (d)! an Order that, to the extent such approval is necessary, “Blissfields” be
authorized to commence action against RBC and Ernst & Young Inc and others. on
the basis of the causes of action disclosed in Affidavit evidence herein and, such
further and other information which may be generated as a result of further
investigations and or this Motion;

! (e)! an Order pursuant to Rule 37, Rule 40.01, Rule 40.02 and Rule 41 of the
Rules of Court of New Brunswick, the Judicature Act, R.S.N.B 1973 c. J-2, the
Property Act, R.S.N.B. 1973 c. P-19, the Personal Property Security Act, S.N.B. 1993
c.P-7.1, and the Bankruptcy and Insolvency Act, RSC 1985 c.B-3, that Royal Bank of
Canada and Ernst & Young Inc. be enjoined from selling, transferring, disposing or
Page 4 of 6
otherwise dealing with any of the following pieces of real property, namely, PIDs
40466484, 40041642, 40038531, 40038283 and 40038341 (the “Properties”) until
further Order of this Court;

! (f). ! an Order reversing the courts 7th November 2013 decision to lift the
injunction;

! (g)! an Order reversing the sale of “Blissfields assets”, or any property that
forms part of the plaintiffs guarantee, in the event that a sale or sales have been
agreed.

! (h)! an Order that RBC or Ernst & Young Inc. deliver a copy of the full details of
its marketing process of Blissfields including as stated by Catherine Lahey at the
hearing the 100+ qualified parties contacted with Blissfields particulars. A further
request is for a copy of the Agreement of Purchase and Sale of the Properties to the
Applicants within 10 days;

! (i) ! upon receipt of a copy of the Agreement of Purchase and Sale, an order
from the court dismissing Ernst & Young from this process.

! (j)! an Order directing the RBC to re-engage in discussions with Blissfields
and to allow “Blissfields” to resume normal operations at the Lodge by the 30th April
2014, with the condition that the plaintiffs markets and sells shares in the lodge and
fishing water as per the business model submitted and endorsed by the RBC;

! (k)! an Order as to the use or sale of the Properties during the next 8 month
period, which considers normal and reasonable management and financial protection
given the substantial CAD$3.5m investment made by the Applicants and their
creditors since September 2006,

! (l)! an order in favour of the plaintiffs for ALL costs and expenses incurred by
the plaintiffs, throughout the receivership and court application process, and

! (m)! any other relief as the honourable court deems just and necessary in the
circumstances.

Page 5 of 6
Witness ~ (2 ~

~\~ ~~<;~L+ ~I

PRINT NOTARY PUBLIC N 'ME PAUL MICHAELS
!
For and on behalf of
Blissfield Sporting Camps Limited
O.R. Howard - Notary Pu lie and Paul & Charlotte Michaels
HRJ Foreman Laws and Others
25 Bancroft
Hitchin
Hertfordshire SG~ 1 W

Name of Plaintiff
Blissfield Sporting Camps Limited and Paul & Charlotte Michaels and Others

Address of Plaintiff
cia
Low Newbiggin Estate
Aislaby
Whitby
North Yorkshire
Y021 1TO
United Kingdom

UK Home/Office +44 (0) 1947811 811
UK Mobile +44 (0) 7747793333

Page 6 of 6
Section 3
Paul Michaels Supporting Brief 20 February 2014
Court File No. 126-13-CA
(ref:F/C253/13)

IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK
TRIAL DIVISION
JUDICIAL DISTRICT OF FREDERICTON
BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

-and-

ROYAL BANK OF CANADA
AND ERNST & YOUNG
AND OTHERS
Respondents (Intended Defendants)

SUPPORTING BRIEF

The Hearing
1.! At the hearing on the 7th November 2013 held at the Fredericton Law
Courts New Brunswick, Charlie Bird (Bird hereafter) of Whitehead Bird & Miles
(WBM hereafter) told the court that he felt that there may be a conflict in him
acting in this case, as WBM and himself personally, represented Fredericton
Appraisals (FA hereafter). He felt that the substantial differences of FAʼs
valuations pre and post the fishing lodge development, would require formal
explanation. As he was their legal counsel, a conflict would arise in representing

Page 1 of 27
both sides. Bird did not submit the plaintiffsʼ important evidence, which proved
beyond all reasonable doubt, that the Royal Bank of Canadaʼs (RBC hereafter)
actions in bringing in the receiver were premature and that they acted outside of
their own banking protocols. Attached hereto and marked as exhibit Q2.2 an
email from Paul Michaels to Charlie Bird confirming Blissfields evidence complied
and available for the hearing.

2." Catherine Lahey (Lahey hereafter) of Stewart McKelvey, counsel for the
RBC, stated that they did not see how Bird or WBM were in conflict. However,
given the $4m reduction between FAʼs valuation prior to starting development, and
after having completed $2m of development with the RBCʼs and other creditors
funding, the plaintiffs would question how Lahey could arrive at this conclusion.
Attached hereto and marked as exhibit E2.12,13,14 & exhibit H2.6 are
particulars of loans, taken out to meet Michaels formal obligations to meet any
cost overruns. Documents include Springhill Construction Limited $129k, 654581
NB Inc. For $40k, Lillian & Floyd Weaver $25k, Phoenix Wood Products $120k.

3." Justice Clendening asked whether there was anyone that could get up to
speed quickly on the case to which Bird Replied ʻNoʼ. One of the plaintiffs, Paul
Michaels (Michaels hereafter), who was in attendance, was not offered the
opportunity to exercise his right to seek alternative independent legal advice or
granted a stay of the decison pending further authority being granted under the
circumstances. Upon being notified of sale of the assets, on the 3rd October
2013, Michaels flew to New Brunswick as soon as his work and personal
commitments permitted. The purpose of his trip was to ask for the courtʼs
assistance in bringing a halt to the sale of his investments properties and
business. Michaels was perplexed as to why his own counsel had not made any
attempts to seek the courtʼs assistance in halting the receivership process, by
means of an injunction. Michaels was scheduled to fly back to the UK after the
proposed sale date, but rescheduled his accommodation and flight as he was
asked by Bird to stay in New Brunswick to attend the court to give evidence.
Michaels spent 7 days preparing a full file of evidence that could and should have
been presented to the court as evidence (see exhibit “A2”- “Z2”). Alternatively he
could have and was prepared to represent Blissfields, and others. John Bujold
(Bujold herafter) the legal counsel of Phoenix Wood Products Limited “PWP”, a
creditor of Blissfields, attended the hearing and was fully aware of the facts of the
case. PWP had equity in the decision and would have welcomed the opportunity

Page 2 of 27
to protect their investment in Blissfields by permitting Bujold to represent the
plaintiffs.
Attached hereto and marked as exhibit Q2.5, 6, 7 showing Paul Michaels Airfare
Birds email instruction to stay for hearing and Michaelsʼ change fee for return
Airfare.

4." Further, the plaintiffs believe that once the opportunity presented itself the
court did not give enough consideration to, or question why key and vital
information supporting the application was not submitted to the court by plaintiffsʼ
lawyers without explanation. It is the plaintiffs position that the fact that Justice
Clendening asked the question “was there any one that could get up to speed”,
highlighted the fact that there was ʻsome doubtʼ, and the plaintiffs should have
been offered the chance, and an abridgment of time to seek alternative counsel.

5." Prior to any decsion being made by Justice Clendening, Michaels politely
addressed Justice Clendening during the hearing, to express concern that the
plaintiffs evidence, which had been provided to their counsel, had not been
submitted and that he was happy to present it personally. Justice Clendening
denied Michaels the opportunity to address the court and make his case/plea,
instead directing him to speak with his counsel. In the absence of his own
evidence, Michaels wanted the opportunity to draw Justice Clendeningʼs attention
to the defendants affidavitʼs which itself evidenced beyond doubt, that the RBC
acted improvidently and that there was a severe breach in ʻGood Faithʼ between
the RBC and Blissfields and the Michaels, which has the real potential to ʻDefraudʼ
the plaintiffs of Millions of Canadian Dollars. Bird and plaintiff Michaels left the
courtroom and Bird simply insisted that the property was going to sell, and it did
not matter as that had always been our intention. Bird re-entered the courtroom
refusing to engage in any further discussion. The plaintiff refuted Birdʼs comments
and explained that Bird knew that this was not the case, as he had personally
helped create the Blissfields Marketing documents that outlined the business plan
to sell 5 of 6 equity shares, with the Michaels retaining one sixth whole share in
perpetuity. Michaels questioned Bird, as to what was really going on here, and
who was behind the deal? Bird made no further comment or effective further
representation to the court.
Attached hereto and marked as exhibit D2.7 is a copy of the Unanimous
shareholders agreement drawn up by Bird of WBM giving their details and
address as the contact for interested investors.

Page 3 of 27
6.! Ms Lahey of Stewart MacKelvey, told the court that the reason why they
had withheld the sale information from the plaintiff was they did not want him to
approach the buyer. Lahey further made reference to a telephone call to Bart
MacDonald of Barclays Enterprises Limited stating that Michaels had “interfered”
with the sale process by contacting the proposed buyer. Michaels did admit that
he contacted Bart MacDonald only under direction from his own legal counsel
Bird, and in order to seek clarification and qualify their future intentions. The
plaintiffs question the influence or effect of any such contact given that the sale
had continued to progress. Further, well in advance of the 31 October sale date,
the buyer Bart and Jane MacDonald had openly discussed with the locals and
lodge staff, the fact that they were buying the lodge and fishing. The plaintiffs are
doubly perplexed as to why the receivership was conducted on a ʻprivate basisʼ,
given that Ernst & Young (E&Y hereafter) advertised the sale both locally,
nationally and internationally effectively making it a very public affair, and causing
the Michaels significant ʻirreperable harmʼ in the process. Attached hereto and
marked as exhibit V2.5 showing a computer screen shot of Ernst & Youngʼs
online video of the sale of Blissfields.

7.! Justice Clendening stated in her lifting of the injunction, that she could not
continue to enforce the injunction issued by the court as she had not heard any
evidence in support of the case that proved “Fraud” or “Breach in Good Faith.”
Attached hereto and marked as exhibit Q2.8 is a copy of Justice Clendeningʼs
Order lifting the injunction.

Breach in Good Faith
8.! It is the plaintiffs position that if they had considered RBC capable or
permitted by law, to foreclose on them in such a premature and uncommercial
manor, they would never have provided their guarantees and so they would not
have taken out the loan. See exhibits E2.1 - E2.17

9.! Events and written case files presented at the court hearing, proved
multiple breaches in ʻGood Faithʼ. Crucial evidence was withheld from the court,
which is a clear case of deception as well as a further breach in Good Faith, and
could well be considered as a flagrant attempt to limit the courtʼs ability to arrive at

Page 4 of 27
a fair and just outcome for the plaintiffs. See exhibit W2.4 showing 27th June
2013 as the first date that RBC or its advisors undertook a commercial valuation.
The original date for the ʻbest bids was the 15th July 2013, 6 months after RBC
issued a demand notice and only 3 weeks before the globally and nationally
advertised set date of sale of Blissfields.

10." Between January and April 2013, RBC told the plaintiffs that they would
allow them time to operate the lodge and secure investors if they were able to
raise some operating capital. The plaintiffs raised operating capital from PWP and
issued the security documentation to RBC as proof. See exhibit H2.5, 6, 7. RBC
refused to engage in any discussions on how they could assist Blissfields further.
RBC refused to acknowledge or enter into any discussions regarding using PWPʼs
funds held in an RBC Secure GIC account as a guarantor and security for the
business to underpin further financial support from RBC. The plaintiff is claiming
that the RBCʼs insistence on ignoring any solution that they offered to bring a
mutually viable resolve to the situation, as well as finding excuses not to
acknowledge the private funding the plaintiffs had managed to secure under the
difficult environment of the receivership process, was ʻTortious interferenceʼ which
continued throughout the entire process. The guarantor would have provided
financial support when the plaintiffs needed it most during June and July 2013, or
until Blissfields was able to showcase the lodge in the summer and secure longer
term investors. After E&Yʼs 17 July 2013 final bids deadline failed to realise a
successful or adequate sale, RBC agreed to the use of a guarantor. RBC and itʼs
legal advisors knew the fishing business well and they knew that once July was
underway it was too late to rescue the fishing 2013 season; the damage was
done. The fact that RBC now agreed to a guarantor rendered unnecessary, the
entire sales and receivership process, which caused the plaintiffs quantifiable
irreparable harm to their business and character. RBCʼs foreclosure for a
comparative small sum of money owed, actually less than $20k not $65k as RBC
had previously stated, has caused significant amounts of mental anguish to
Blissfields principles and staff. The receivership process makes no commercial
sense and was not reasonable in its foundation or execution as it has incurred
realization costs of over CAD$200k.

Potential to DeFraud

Page 5 of 27
11.! Whilst the plaintiffs are guarded about drawing the wrong conclusions it is a
fact that Harold Moore (Moore hereafter) of Fredericton Appraisals and Bird for
WBM were the contacts listed on the Blissfields Marketing Information
Memorandums. These marketing documents were circulated to interested
investors. Interested parties have since contacted the plaintiffs to inform them that
after having made direct enquiries to Blissfield representatives, they say that they
were left feeling most unwelcome and further felt that they had been quite
seriously ʻput offʼ the idea of investing in Blissfields and that the plaintiffs should
question the loyalty of their advisors and partners. See exhibit V2.2

12.! Bird and WBM and Moore of Fredericton Appraisals were the named
contacts on all Blissfields Marketing Information Memorandums for a period of
three (3) years, prior to and during lodge and fishing water acquisition and
development.

13.! The Fredericton Appraisals valuation dated 27th June 2013 of $525k did
not take account of, or reflect the $1.25m invested from the RBC loan, or the
$500k of private funding, that had been invested in the property and business
since the earlier valuation in January 2012, of $4.6m by Fredericton Appraisals
appraiser Joel LaPointe (LaPointe hereafter). La Pointeʼs valuation of June 2013
appeared to have no monetary value on a number of parcels of land and fishing
rights that formed part of their valuation report.

14.! Over the previous 7 years the plaintiffs had been acquiring river frontage
property and fishing rights along the Main Southwest Miramichi River. Moore and/
or LaPointe of Fredericton Appraisals carried out no less than 5 commercial
valuations . See exhibits W2.1,2,3,4.

15.! The plaintiffs are concerned as to why the court lifted an injunction, that had
not been given out lightly in the frirst instance. The plaintiffs were at risk of serious
financial losses. RBC had a great deal of comfort in the form of both personal and
Federal Government guarantees. The figures presented at the hearing just did not

Page 6 of 27
stack up. The plaintiffs are concerened that the court was made aware of
information that was withheld by counsel during the hearing. See exhibit A2.2

The Facts
16.! On 1st August 2011, after one of the best Atlantic fishing seasons that New
Brunswick has experienced for over 50 years, Paul and Charlotte Michaels
provided a collateral mortgage and personal guarantees as security to the RBC in
return for a $1.25m commercial 10 year loan to construct a World Class fishing
lodge on the Main Southwest Miramichi River. See exhibits E2.1 - E2.9

17.! RBC took an assignment of security over the Michaels properties which
were held in a property holding Corporation called Blissfield Sporting Camps
Limited. The property had an associated business with goodwill, business tools
and trading arm which were operated as The Old River Lodge Inc. Both
Corporations were registered in New Brunswick. See exhibits B2.1 - B2.6

18.! $500k of the loan was guaranteed by the Federal Governmentʼs Small
Business Finance Loan, with the objective of generating sustainable employment
within rural or poorly diversified economic communities. See exhibit E2.4.

19.! The Michaels offered their properties and personal guarantees in “Good
Faith” after reading the Banking code of conduct for small business, and on the
basis they felt confident in the RBCʼs protocols and commitment to support
SMEʼS. The plaintiffs did verily believe that the RBC was an upstanding high
street lender of integrity and that they had fully understood and bought in to their
long term business Plan. See exhibits F2.1, F2.2

20.! RBC knew the fishing industry and itʼs associated risks well. The plaintiffs
solicited RBC from 2007 to 2011, with their detailed business plan to build a high
end fishing lodge on the Miramichi in order to attract high paying sports from the
UK. See exhibits C2.1, C2.2

Page 7 of 27
21.! The funds received under the terms of the RBC mortgage, were spent
entirely on matters pertaining to the development of the lodges, materials, labour,
professional fees, loan repayments charges and interest and business expenses.

22.! Against all odds during the winter months of Sept 2011 to April 2012, and
working in temperatures up to minus 38 degrees, the plaintiffs constructed a
turnkey business, comprising some of the finest atlantic salmon fishing lodges
ever built on the Miramichi. See exhibit B2.6

23.! The aquisition and build cost of the lodge, services and fit out alone
exceeded $1.75m. This included the construction of a fully engineered sealed and
pumped septic system designed to protect the Main Southwest Miramichi and itʼs
fish from any potential sewerage spill. This spetic system designed by the Plaintiff
and Engineering technologies and installed by Gallant septic sytems, cost nearly
$200k on its own.

24.! The $1.25m plus $500k of private investment from New Brunswick locals
and corporations, was used entirely in relation to development of the properties,
additional pool options, and loans and interest payments related thereto. RBC
were aware of this as they controlled the construction invoices under the SBFL
agreement.

25.! The lodge had a very successful opening, exceeding booking expectations
during the first 4 weeks - in fact they were full. However, the opening of The Old
River Lodge in June 2012 coincided with one of the worst droughts in Atlantic
Canada for the last 100 years; a “Force Majeure”. This affected the river levels
and water temperatures on many of the New Brunswick rivers. These drought
conditions threatened the survival of the resident salmon that had entered the
river system earlier in the year when the river temperatures were cold. As a
consequence many rivers including the Miramichi were closed, or unsuitable for

Page 8 of 27
fishing, for approximately 8 weeks; mid July to begining of September (the main
income period for the lodge). See exhibit D2.5

26.! Blissfields had healthy bookings for a brand new lodge, well into the fall of
2012 and some for 2013. Due to the difficult fishing conditions in their opening
year of 2012, pre-booked clients cancelled their 2012 fishing trips. In order to
retain good will and honourable name within the industry, Blissfields took the
decision to honour their chosen weeks if they re-booked for 2013. See exhibit
V2.10

27.! As a direct result of the river closures and cancelled confirmed bookings as
well as potential new forward bookings, Blissfields ran into short term cash flow
difficulties. Blissfields kept the bank abreast of the situation at all times and
advised them that in October 2012 their funds would run out. RBC agreed to
request 12 month principal and interest relief from the Government guaranteed
loan and structure the other loans to interest only for a further 12 months allowing
the plaintiffs time to ʻhave a betterʼ year of fishing and committed to show-case the
lodge to private investors. See exhibits G2.2, 3, 9

28.! In line with their obligation to cover cost overuns, the Michaels used their
personal funds to meet the Blissfields costs for much of the 2012 summer. They
had even remortgaged another personal property to generate working capital for
Blissfields. In October 2012 the Michaels experienced a change in personal and
financial circumstances which compounded their financial difficulties. See exhibit
E2.14.

!
29.! On the 18th January 2013 Blissfields received notification from their Bank
Manager Stephen Banks, that their file had been handed across from RBCʼs
Queen Street branch in Fredericton, New Brunswick, to Ross Backman (Backman
hereafter) at the Special Loans Advisory Service (SLAS hereafter) in Halifax, Nova
Scotia. On the 18th January 2013, there were interest loan repayments of
approximately $6k due. Steven Banks informed Michaels that the discussions that
he had with SLAS and Backman were positive and that the move of the file would

Page 9 of 27
be good for Blissfields as Backman could authorise payment to creditors essential
to the continuance of the business. See exhibit G2.10

30.! On the 29th of January 2013, Backman issued the plaintiffs demands for
payment (just 11 days after transferring the file.) The demands were sent to 5
different addresses but not the registered address of the Company which was our
lawyers address: Whitehead Bird and Miles 111 Main Street Fredericton. Some of
the letters were sent to addresses in the United Kingdom where the pliantiffs staff
and customers opened them. The information contained has caused the plaintiffsʼ
businesses measurable financial losses, due to their banks and clients lossing
faith in their ability to stay in business. It is these financial losses that have limited
the Michaelsʼ ability to honour their agreement to cover all cost overuns. Attached
hereto and marked as exhibit H2.1

31.! Had RBC served the demand at WBM offices, Bird would have insisted on
securing a forebearence period, to enable Blissfields to trade during the
showcasing to investors. See exhibit I2.1

32.! RBC instigated demands and then moved the goalposts making it
impossible for the plaintiffs to have any control or influence on the banks chosen
path...Receivership. See exhibit H210

33.! The amounts quoted by RBC as owing under the term of the loan were
disputed by Blissfields and Michaels. RBC later confirmed that the figures were
indeed incorrect, as the bank had mistakingly calculated, accrued and charged
ʻprincipleʼ and interest. The plaintiffs were led to believe that originally twelve
month interest only terms had been agreed with Blissfields. See exhibit G2.4

34.! Between 20th February and 30th April 2013, the plaintiffs met in person
with RBC, and communicated by telephone and email with RBC in order to
provide RBC with solutions to their demands as they arose. RBC refused to
acknowledge the plaintiffs efforts or engage in discussions or ideas that in

Page 10 of 27
Blissfields opinion offered a commercially viable plan to their cash flow issues.
See exhibit H2.14

35.! The bank foreclosed on Blissfields on the 30th April 2013. They employed
the services of Ernst & Young on a private basis to market and sell the Blissfield
assets. E&Yʼs 17th July 2013 deadline for bids past without event.

36.! At the point that RBC ʻofficiallyʼ appointed the receiver, Blissfields estimate
the actual amount owing under the terms of the RBC loans was less than CAD
$20k. The Federal Government had a guarantee in place covering CAD$500k,
excluding further personal asset backed guarantees provided by the Michaels.

37.! In short, RBC were fully secured and protected, and could have covered
the interest payments for up to 3 years with the guarantees in place. Instead, the
court heard that they chose to foreclose on the business and have since accrued
costs in excess of $200k during the receivership process. This decision was not
just a bad commercial decision but has lost/jeopardized the plaintiffs investment
equity and business, and has also lost RBCʼs shareholders funds. See exhibit
Z2.1

38.! The decision and way that the process was executed has also had an
impact on the Michaelsʼ UK financial standing as well as causing unnecessary
mental and physical stress during Mrs Michaelsʼ pregnancy and birth of their first
child in July 2013.

39.! Whilst the plaintiffs accept when RBC issued the demand letters, there
were some overdue loan repayments, the amount actually owing to RBC was
approximately $6k (0.5%) of the loan value. See exhibit H2.2

Page 11 of 27
40.! It is the plaintiffs understanding that E&Y called best bids under the
disclosure of a heavily depressed valuation by FA of $525k which the plaintiffs
have called into question. See exhibit W2.4

41.! RBC referenced only issues with the BSCL account. They closed the BSCL
bank account, but importantly they also closed ʻThe Old River Lodgeʼ trading
business bank account. This made it impossible for either corporations to trade, or
repay or make any contribution to any overdue amounts or meet monthly
payments. RBC also closed the plaintiffsʼ personal bank account. The bankʼs own
actions made it impossible for the plaintiffs or any Canadian private investor, to
inject working capital into Blissfields bank accounts.

42.! Had the plaintiffsʼ business been allowed to continue to trade, they could
have continued to showcase to potential investors, and the plaintiffs would have
been able to raise private funding to repay the bank. This point was not
questioned by the court. See exhibit P2.1

43.! Further, the court heard that the plaintiffs had been able to raise CAD $28k
from Phoenix Wood Products (PWP hereafter), which was immediately deposited
into WBM intrust account on 26th April 2013. This would have covered the loan
interest payments that were confirmed as ʻactuallyʼ being in default, and bought
the plaintiffs enough time to trade and showcase the lodge to investors without
any devaluation process being required. RBC confiscated this money and gave it
to E&Y. The investor capital from PWP along with profit from any trading
revenues, would have kept the lodge in business throughout the summer of 2013.
2013 river levels were good all year. This would have ensured that Blissfields
would see 2013 booking deposits trickle through from the fall of 2013, and the
company would have been back on its feet by the summer of 2014. See exhibits
M2.1 showing funds deposited, and taken by RBC and given to the receiver, after
RBC stated they they could NOT take even one months payment of arrears?

44.! Investors stated that they would not invest monies in Blissfields in case
RBC snatched their funds. One example of this is when on 25 July 2013 Mr

Page 12 of 27
Richard Mellish transferred CAD$250k to WBM trust account. After learning that
RBC had previously closed Blissfields accounts and confiscated tens of thousands
of dollars, and after speaking with Charlie Bird, Mellish demanded that the funds
were returned to him in the United States. See exhibit H2.2

45.! RBCʼs decision to foreclose came at the same time the plaintiffs secured
interim finance from PWP, who had substantial sums of monies, deposited with
RBC in a GIC security account. See exhibit H2.6, 7, 8

46.! RBC made no effort to consider any of the plaintiffs proposals throughout
the process. This strongly suggests that RBC had their own agenda and
absolutely NO intention to consider alternatives. See exhibit H2.14

47.! The E&Y process used FA post development valuation to secure bids. This
valuation was NOT the basis on which the plaintiffs put up their equity as security
for the bank loan. See exhibit W2.3 & W2.4

48.! E&Y & RBC had a duty to act in a reasonable and commercial manor. They
did not appear to have done so. See exhibit K2.1

49.! Blissfields properties were valued by FA in March 2011 at CAD $4.4m. This
was prior to any development. The property is considered to be a Prime Site on
the banks of the Main Southwest Miramichi River in Blissfield, New Brunswick.
Since FAʼs March 2011 valuation, Blissfields has benefited from a substantial CAD
$1.25m investment in development, which was funded with the RBC loan.
Blissfields secured an additional CAD$500k of private equity investment from New
Brunswick Corporations, Springhill Construction Limited, Phoenix Wood Products
Limited, and private individuals. These investors would not have invested in this
project, had they believed that RBC would make such a u-turn on Blissfields. See
exhibit E2.1 - E2.17

Page 13 of 27
50.! The plaintiffs repudiate LaPointeʼs valuation of Blissfields assets dated 27th
July 2013 of CAD $525k, which was carried out under instruction of Ernst &
Young.
See exhibit W2.4

51.! In April 2013 The RBC appointed George Kinsman of E&Y as the receiver
for Blissfields Sporting Camps Limited. See exhibit J2.2

52.! E&Y closed the fishing lodge in early May 2013 for the entire 2013 fishing
season and refused to operate or let the principle owners ( by % investment
against $ value) operate the lodge for profit and/or to show-case the lodge whilst
operational, to intended investors. RBC and E&Y demanded that the confirmed
2013 bookings were notified and cancelled. Blissfieldsʼ creditors chose to honour
the bookings by means of using another lodge on the Miramichi at a further cost to
them. Bird communicated to Darrell Stephenson of Stewart McKelvey, Blissfields
offer to use the funds from 2013 bookings to guarantee RBC a $60k payment.
See exhibit K2.1

53.! Since the beginning of May 2013 E&Y are alleged to have undertaken a
Private Sales campaign with the sole aim to dispose of the assets and securities
secured by means of a 1st charge and general security agreement between Paul
& Charlotte Michaels and the RBC. See exhibits E2.1 - E2.17

54.! When the E&Y process did not secure a buyer the RBC could have
engaged in discussions with the plaintiffs. They did not do so. See exhibit N2.1

55.! RBCʼs agent, E&Y had a duty to achieve the best possible sale price, for
the assets. This could not be achieved with a closed lodge as most of the value of
the property is derived from the ability to be able to catch Atlantic Salmon whilst
residing at the Lodge; the ʻReal Propertyʼ value as outlined in our business plan.

Page 14 of 27
FAʼs most recent valuation dated June 2013 took NO account of $2m investment
by the plaintiffs and other creditors, or the lodgeʼs and businessʼs ability to operate
high end business for profit.

56." After a six month process it is alleged that the RBC and E&Y have accepted
a best bid offer of CAD $460k (approximately one tenth of the appraised values by
Fredericton Appraisals in Jan 2012 & Global Sporting Advisors in April 2013). This
process has been operated and concluded under advice by RBC's legal counsel,
Stewart McKelvey. See exhibit Y2.1

Intent
57." The plaintiffs do verily belive that RBC had no intention of assisting with the
rescue of BSCL for the following reasons:

58." RBC did not undertake a valuation of BSCL assetʼs prior to issuing demand
notices or foreclosing.

59." RBC issued an authority to issue the Demand letter only 11 days after
moving our account to SLAS. NOT 20th February as RBC advised in their
statement. See exhibits G2.10, H2.1, I2.1, J2.3, K2.1

60." RBC stated both verbally and in an email that they would stay with the
plaintiffs until they secured other investors. They did not do so. See exhibit
H2.14

61." At the time RBC foreclosed, the plaintiffs were approximately $16k behind
in loan payments NOT $63,178.08 as RBC initially stated. See exhibit H2.10

62." The RBC foreclosure incurred costs in excess of $200k. This does not
appear to be ʻbest useʼ of the Small Business Finance Loan Guarantee. How
could this be considered to demonstrate ʻGood Faith”? The process was

Page 15 of 27
unbalanced and flawed from the outset and was not a sound commercial decision
for the shareholders of the bank OR the plaintiffs.

63.! RBCʼs decision to foreclose and sell the lodge took no account of the
plaintiffsʼ investment, business, reputation or equity into account. See exhibits
I2.2, J2.1, N2.1

64.! RBC refused to acknowledge or comment on the common sense benefits of
the Lodge remaining open for business. See exhibit H210 - H2.14

64.! The Federal Government Small Business Finance Loan would have
guaranteed RBCʼs position for a minimum of 2 years, which was more than
enough time to nurse the business back to health and/or secure private funding
partners that could buy out the RBC loan.

66.! The plaintiffs had no contractual obligation to secure outside investors
private or otherwise as part of the contract with RBC. See exhibit E2.15, 16, 17

Ernst & Youngʼs Flawed Process
67.! E&Y confirmed to Blissfields Marketing agent that they had very little or no
local relevant experience with selling a Salmon Lodge. They did not provide
BSCL balance sheets or financials to potential buyers outlining the capital
investment at cost.

68.! E&Y failure to secure a sale of the assets at a fair open market value
distressed both the sale value and caused irreparable harm to the plaintiffsʼ
investment, business and reputation. See exhibits V2.3 to V2.12 inclusive

69.! E&Yʼs instruction of Fredericton Appraisals to value Blissfields assets was
in conflict - It fell far short of the investment and prices paid for other Miramichi
salmon lodges recently sold or broken up to form private member fishing clubs.
Most importantly it was a significant reduction in the valuation (approx. $4m)
undertaken by the same valuer and Corporation, Fredericton Appraisals, and

Page 16 of 27
presented to the RBC to raise the development loan . This demonstrates at the
least a case for professional misconduct and potential to defraud. FAʼs valuation
did not take into account ʻReal Propertyʼ values or proper real estate/
investment values.

70.! ! “Legal Definition of Real Property - all land, structures, firmly
attached and integrated equipment (such as light fixtures or a well pump),
anything growing on the land, and all "interests" in the property which may be the
right to future ownership (remainder), right to occupy for a period of time (tenancy
or life estate) the right to drill for oil, the right to get the property back (a reversion)
if it is no longer used for its current purpose (such as use for a hospital, school or
city hall), use of airspace (condominium) or an easement across ones own or
another's property as used for sporting rights such as hunting or fishing. Real
property should be thought of as a group of rights like a bundle of sticks which can
be divided. It is distinguished from the other type of property, personal property,
which is made up of movable items. “

71.! ! “Legal Definition of Real Estate - Land, buildings, and things
permanently attached to land and buildings. Also called realty and real property.
Real estate is the modern term for land and anything that is permanently affixed to
it. Fixtures include buildings, fences, and things attached to buildings, such as
plumbing, heating, and light fixtures. Property that is not affixed is regarded as
personal property, for example, furniture pictures and draperies are items of
personal property.”

72.! Neither RBC or E&Y questioned Fredericton Appraisalʼs 27th June 2013
valuation, was approximately $4m below the $4.6m valuation dated 13 January
2012 which was relied upon to secure an additional $450k loan. This was the
third and final RBC loan. Further, neither RBC or E&Y sought a second opinion on
the low valuation. See exhibit W2.4.

Page 17 of 27
73.! E&Y used the value of $525k outlined by FA as a marker for bids. This was
never going to achieve or maximise the true commercial potential value of the
lodge.

Whitehead Bird & Miles
74.! Bird of WBM has been the legal counsel for the Michaels, NB631019 inc. &
Blissfield Sporting Camps Limited since 2008, when Stewart McKelvey demanded
payment for work done in connection with the properties subject to this case. The
Michaels business ventures were affected in the global financial crisis, of 2007/8
which meant that they were unable to meet the financial costs of contesting
Stewart Mckelveys claim which was in despute. WBM offered to take a piece of
property as security in return for professional independent legal representation in
the SM case. Bird did not prepare or present any evidence to support the
Michaels case against SM as he was too busy on another major case. WBM
agreed to use their security arrangement to represent the plaintiffs matters
pertaining to but not limited to marketing of the shares in Blissfield model, property
purchase and sale agreements, and representation in the recent case against
RBC and others. See exhibit S2.7

75.! When the plaintiffs approached WBM to compose in legal format their
injunction case to support the injunction application in a legal format in October
2013, WBM suggested that they remove the comment about Fredericton
Appraisals being in conflict with their valuation. The question arrises, did Bird and
or anyone at WBM already know that Fredericton Appraisals had valued
Blissfeilds assetsfor Ernst & Young? If they did then they should have declared
this information and conflict prior to preparing the plaintiffs affidavit or evidence, or
representing them in court.

Stewart McKelvey
76.! Darrel Stephenson handled this case. When the plaintiffs were awarded an
injunction by the court the case file was escalated up to the Managing Partner
Catherine Lahey.

Page 18 of 27
77.! Catherine Lahey took the lead in the hearing quoting inappropriate case law
which the plaintiffs suggest was NOT relevant to our case.

78.! Stewart McKelvey have not released information to the plaintiffs or their
counsel as and when requested to do so.

Conflicts
79.! The plaintiffs have repeatedly reported to RBC, and Bird of WBM that SM
are in conflict. They should not have acted or should not act in this case as they
acted as legal counsel for Paul & Charlotte Michaels, specifically in relation to the
properties in question, over a period of 3 years. SM were in consultation with the
RBC leading up to and throughout the mortgage application and approval process
as they had requested part payment of the funds to clear an outstanding debt.
This debt was registered against the said properties which intended to form part
of the assignment of RBCʼs security. Neither SM or WBM diclosed this conflict to
the court, during the hearing. See exhibit X2.1

80.! It is alleged that Ross Backman of the RBC, Josh MacElman son of Fred
McElman of Stewart McKelvey & George Kinsman of E&Y went on fishing trips to
the Eagle River together. see attached letter to Fred McElman at Stewart
McKelvey.

81.! Josh MacElman works for Cox and Palmer law firm, who represent
Springhill Construction Limited one of Blissfields creditors. See exhibit E2.13

82.! Harold Moore founder and former director of Fredericton Appraisals worked
with Blissfield Sporting Camps Limited from the summer of 2008 until May 2012.
Harold Moore & Joel La Pointe underwrote the valuation of CAD$4.6m that was
prepared to secure the CAD$1.25m funding from RBC to develop and fit out the
lodge. See exhibit W2.3

83.! The plaintiffʼs counsel Whitehead Bird and Miles were in clear conflict in
acting on this case. Blissfields will be using the legal system to clarify the legality
of Fredericton Appraisals valuations and their implications.

Page 19 of 27
84.! Stewart McKelvey has a great deal of experience in representation within
the Real estate field, and so would have known that this process was flawed in
advance of its initialization.

! ! Stewart Mckelvey Counsel experienced in Real Estate Law
! ! Saint John, NB
! ! Hayward Aiton, Q.C.
! ! Halifax, NS
! ! Arthur Barry, Q.C.
! ! Douglas J. Matthews, Q.C.
! ! John S. McFarlane, Q.C.
! ! William L. Ryan, Q.C.

85.! As soon as the owners of Blissfield Sporting Camps Limited, were made
aware of the notice of sale scheduled for the 31st October 2013, they immediately
requested details of the Purchase and Sale Agreement, but were repeatedly
refused access to both the details of the intended buyer, and details of the
Purchase and Sale Agreement, which would identify the price paid.

86.! Altogether the entire process seemed quite one sided. Whitehead Bird and
Miles made no attempt to use the court to question or halt the receivership or
sales process. As soon as personal and business commitments permitted, Paul
Michaels got the first available flight to New Brunswick to try and prevent the sale
to allow more time to raise money to rescue the lodge. See exhibit Q2.5

87.! On 30th October 2013 Blissfields Sporting Camps was successful in
gaining an order by the courts enjoining RBC and E&Y from selling, transferring,
disposing or dealing with BSCL properties defined in the assignment of security
held by RBC. See exhibit Q2.4

88.! Documentated evidence including emails were provided by the plaintiffs to
WBM to support the application for an extension of the injunction at a hearing on
the 8th November 2013. In the basence of any further information to the contrary,
this evidence attached as “A2” to “Z2”, proves beyond all reasonable doubt that

Page 20 of 27
RBC and E&Y failed in their obligations to expressly contract and operate in and
with "Good Faith". See exhibit Q2.5

89.! The evidence put forward, further brought into question whether these
actions, which could offer personal financial gain to parties outside of the
contracts between RBC and BSCL, were intentional and for financial gains by
deceptive means. Specific comments have been made and file noted by Darlene
Bamford Harold & Sandra Moore and Charlie Bird re the plaintiffs future in New
Brunswick.

90.! If this sale goes ahead, The plaintiffs, BSCL and its creditors, which
includes a leading UK bank owned by the UK government, may be defrauded of
Millions of Dollars. The UK bank has registered a claim against the plaintiffs and
'Others' to cover any losses that may occur due to reasons that are considered
beyond the control of the plaintiffs.

91.! Further, unless informed of the facts, the Canadian Federal Governments
Canadian Small Business Finance loan, stands to pay out a guarantee of $500k,
which will be called upon, based on an 'improvident realization process' that has
harmed both provincial and private investment as well as local job creation
prospects, in a community with much need of economic assistance and
encouragement. See exhibits E2.4, O2.3

Claims, Damages & Losses.
92.! The plaintiffs are asking the court of appeal to consider that RBCʼs
premature actions amounted to an ʻImprovident Foreclosureʼ and that the RBCʼs
conduct is a clear case of 'Tortious Interference' which has caused the plaintiffs
demonstrable and quantifiable ʻIrreparable Harmʼ to their health, business and
reputation. This process has caused Charlotte Michaels an extreme amount of
unnecessary ʼMental Anguish and Anxietyʼ throughout her pregnancy, and
motherhood of her first child.

93.! This so called ʻPrivateʼ sales process has been so publicly executed, that it
has harmed the ability to attract overseas investment and clients for New

Page 21 of 27
Brunswick, especially from its strategic and long standing ally, the United
Kingdom.

94.! The impact from loyal supporters for the plaintiffs on the international
fishing circuit may reverberate for years to come.

95.! RBCʼs actions have triggered the plaintiffsʼ UK Bankers to put their UK
loans into litigation as they are concerned about their ability to ever repay the
loans, secured against UK properties, to raise funds to acquire properties in NB. If
this happens the Michaels shall find it difficult to recover as all their efforts, equity
and investment have been injected into their New Brunswick properties and
businesses. See exhibit A2.2

96.! Personal Guarantees offered by the plaintiffs to support the assignment of
security held by RBC, were offered in Good Faith and were meant to be a two way
and mutual agreement. RBCʼs actions were anything but mutual and breached the
ʻGood Faithʼ in which they were offered. The plaintiffs would NOT have offered the
guarantees had they considered the RBC capable or allowed by law to ignore
their investment and permit a sales process that incurred losses amounting to the
value of the loan and lost the plaintiffs entire investment. The lodges and water
were sold for much much less than the plaintiffs paid for them 5 years ago, prior to
investing a further CAD $1.5m. IN THE ABSENCE OF ANY FURTHER
INFORMATION TO THE CONTRARY, AS THINGS STAND CURRENTLY, THE
PLAINTIFF CONSIDERS THIS TO BE A FRAUDULANT ACT. See exhibit F2.1,
2

97.! It is the plaintiffs position that it was RBC and itʼs advisors actions, and
theirs alone that devalued the plaintiffs investment. RBC under advice from
Stewart McKelvey have now compounded their actions and claims from the
plaintiffs, by submitting a counterclaim for $900k, for the alleged short fall incurred
as a direct result of a commercial loss making scenario that they themselves
caused. Incredibly, RBC never declared any reason for foreclosing on Blissfield
Sporting Camps Limited.
See Global Sporting Advisors Part 1 & 2 valuation in WBM Court Bundle for the
7th November 2013 Hearing. Irving has used GSA For the purchase and sale of
fishing properties in New Brunswick.

Page 22 of 27
98.! Further RBCʼs receiver process resulted in the cancellation of BSCL Aviva
property insurance policy. When they took over the lodge they did not insure all
properties covered under the original policy, and so did not cover insurance on our
personal lodge next door, which formed part of our security. We had vintage
fishing tackle and furniture to the value of $50k stolen from the lodge which was
consequently not insured.

99.! There are demonstrible and quantifiable purchase orders for the $2.5m
construction and aquisition of the Old River Lodge materials and fixtures. This
figure is net of personal investment in time, travel and cost to the plaintiffs for the
7 years of development and management of the assets sold by RBC and its
advisors. See exhibit U2.1, 2, 3

Compensation
100.! All the money in the world will not replace what has taken 7 years to build,
or take away the stress experienced by the Michaels during the birth of their first
child. The plaintiffs therefore seek an order or leave from the court, that enables a
decision that fully represents their interests, and reverses the unlawful sale of the
lodge and the terms thereof.

Fairness & Commercial Reasoning
101 !As Demonstration of the plaintiffs willingness to bring remedy to the
situation
which RBC themselves have caused, the plaintiffs have recruited the highly
respected international mediator Michael Cover to assist them with further
negotiations with the bank. Mr Cover has made contact with the RBC, however
they have refused to engage in any discussion, other than to refer him to Stewart
McKelvey (SM hereafter), whom in turn have refered him to Bird of WBM. It should
be noted that Bird emailed the plaintiffs on 12th November 2013 stating that he
would no longer work on this or any other matter. Bird received authorisation from
the court releasing him from his representation on the 3rd January 2014. See
exhibit S2.1 to S2.7

Page 23 of 27
102.! The plaintiffs reiterate their desire to encourage RBC to reconsider its
actions and re-engage with the plaintiffs on a Without Prejudice Basis, capitalising
on Michael Covers expertise, to achieve mutual and commercially viable terms for
all parties.

The Plaintiffs Plea to the Court
103.! Justice Clendening reached the decision to deny an extension to the
injunction that enjoined the RBC or their advisors from selling, disposing or
dealing with Blissfields assets. It is the plaintiffs position that the resulting decision
was unbalanced, biased and unfair, that the court was in receipt of clear evidence
within the bundle of documents that evidenced a breach in ʻGood Faithʼ and the
potential to defraud the plaintiff. The plaintiff accepts that there was a significant
amount of documentation presented to the court and very little time for the court to
consider the detail contained therein.

104.! The plaintiff does verily believe that the foreclosure of BSCL business may
NOT have been about the viability of the business during the 2012 fishing season.
The plaintiffs are currently investigating these claims. RBC its advisors and WBM
have refused to comment on whether the Michaels Bank in the UK were party to
instigating the receivership process in Canada.

105.! The plaintiffs do verily believe that there were discussions well in advance
of the foreclosure which centered around gaining control of the lodge and its
potential future owners and ensuring that it did not operate during 2013 fishing
season. This was evidenced in court by the insistence by the RBC confiscating
$28k and closing not just Blissfields accounts but The Old River Lodge Trading
account and the Michaelsʼ personal banking account eliminating the possibility to
trade and take deposits from confirmed bookings that could have reduced the
RBCʼs exposure and repaid outstanding interest payments. E&Y and SM advised
the bank NOT to permit the continued operation of the lodge which has caused a
demonstrable amount of hurt to their health, business and reputation. The
Blissfields mortgage sale Particulars dated 30th September 2013, reference the
sale being “pursuant of the Michaels Bank”. The plaintiffs have asked RBC, E&Y,
SM and WBM, whether they have had dealings or directions from the Michaels
bankers in the United Kingdom, that has influenced this process. To date no party
has acknowledged this question. See exhibit N2.1

Page 24 of 27
106.! The above facts can be evidenced both by the documents presented and
considered by Justice Clendening, and those that were not submitted to the court,
against the wishes of the plaintiffs. See exhibit Q2.2

107.! As a matter of record on this date the Claim against RBC and RBCʼs
counterclaim has not been dealt with. See exhibit Q2.3

108.! The plaintiff (Michaels) was only asked to sign the WBM court bundle when
he arrived in court at 2pm on the 7th October 2013. At the start of the hearing Ken
Allen of WBM, advised Michaels that last minute changes were made to the
plaintiffs evidence and bundle and that Michaels needed to sign the new
documents. Although Michaels did not have any time to read the documents he
does verily believe that changes were made. Seven (7) days was not enough time
for either party to compile and submit affidavits and evidence worthy of the severe
nature of losses to all parties, hence the late submission. One day was not
enough time to read and understand the court bundles from WBM on behalf of the
plaintiff. More time was required for the court to read and digest all the
information, in order to make a decision that was fair and just. See exhibit Q2.1

109.! The plaintiff believes that if the law is applied to the facts as presented in
full, that it should bring the court to the conclusion and decison that that they seek
which is to find that the RBC has acted prematurley and in doing so has casued a
wonderful property and viable business commercial harm, and that the RBCʼs
actions have been allowed under private sale rules to progress unchallenged,
which has caused the plaintiffs personal and commercial irreprable harm. The
refusal to ʻengageʼ with any plan that the plaintiff put to the bank in order to reach
a solution that worked for both parties, and the timing of this process during the
pregnancy of one of the owners, Mrs Michaels, must surely be considered as
Tortious Interference, and the bank should bear the majority of any financial
shortfall that will materialize from this improvident sales process.

110.! Therefore, it is with the greatest of respect and in the name of Justice, the
plaintiffs urge the court to further consider the case heard by Justice Clendening,
in the New Brunswick Law Courts, Queen Street Fredericton and review the
subsequent decision.

Page 25 of 27
111.! Paul Michaels has filed a Notice of Intention to act in person on behalf of
the Corporation and is awaiting the courts authorisation to do so. See exhibit
S2.2 S2.3

112.! The plaintiff is mindful that it is very difficult to value or put a price on seven
years of investment, traveling time and labour that it took to build New Brunswickʼs
flag ship Fishing and Hunting lodge. It is therefore a priority that they regain
control of the lodge at the cost of the RBC. The plaintiff will then reopen the lodge
for business as soon as possible. See exhibit V2.1 - V2.12

113. The plaintiff would like the court to acknowledge that it was not their desire to
bring any unnecessary claims or bad publicity to any party involved in this
process. The plaintiffs offered RBC, guarantees, properties, security agreements,
and consent orders in good faith without any preconceived expectation other than
a fair and reasonable opportunity to prove their business model would work. It is
the plaintiffs opinion that their efforts have been watched over for some time by a
party ultimately interested in owning or selling them on for a higher profit.
Michaels was recently told by a party that wishes to remain anonymous, that the
reason that the receivership process was instructed was because the bank
believed that Michaels would not sell. The plaintiffs question any corporation to
take away the right and ability for a business to operate and market as per the
business plan that the RBC loaned against and took securities, in the first place.
See exhibits D2.1, 2, 3, 4, 5, 6, 7,

114.! The plaintiffsʼ position is that they are requesting leave to appeal the
decision to lift the injunction and permit them time to properly prepare their
evidence in order that a more equitable decision may be reached.

115.! The plaintiffs find themselves in the extraordinary position of having to
represent themselves in the appeal process. This is due to all lawyers duly
authorised to act in New Brunswick, that have been approached to represent the
plaintiffs case, having cited ʻdisclosed or undisclosed conflict of interestʼ. The
plaintiff applies for leave to appeal from an interlocutory order or decision. The
plaintiff will apply in the alternative for an extension of time to issue and serve a
Notice of Appeal in the event that the Judge hearing the motion rules that the
order (or decision) is not interlocutory.

Page 26 of 27
SWORN TO BEFORE ME. at Hitchin. United Kingdom on this2~ay of February
2014.

Witness l>.f2-. ~
~ \h. {2"Vv~!~<;.ElA.- ~d
.l'RINT NOTARY PUBLIC NAME PAUL MICHAELS
O.H. Howard - Notary Public . For and on behalf of
HRJ Foreman Laws Blissfield SportinCamps Limited and
25 Bancroft Paul & Charlotte Michaels and Others

Hitchin
Hertfordshire SG 15 1JW
Name of Plaintiff
Blissfield Sporting Camps Limited and Paul & Charlotte Michaels and Others
Address of Plaintiff
c/o Low Newbiggin Estate
Aislaby
Whitby
North Yorkshire
Y0211TQ
United Kingdom
UK Home/Office +44 (0) 1947811 811
UK Mobile +44 (0) 774 779 3333

Page 27 of 27
Section 4
Affidavit of Paul Michaels 30 October 2013
Section 5
Schedule of Bundle contents
Court File No.126-13-CA

Schedule of Contents
Exhibits A2 -Testimonials

1. Picture of Paul & Charlotte Michaels

2. BOS loan for Canadian properties dated 2 April 2007

3. Chicksand Gordon Avis Testimonial dated 9 June 2010

4. Nicholas Bonham Testimonial dated 8n June 2010

5. Kenneth McGrigor email dated 30 October 2011

6. Letter from Charlie Bird re BOS and Blissfields dated 14 June 2010

7. The Michaels UK salmon fishing Business - Low Newbiggin Estate

Exhibits B2 - Blissfields Marketing

1. G.R. Colford & Sons Poster Nov 2006

2. Trout & Salmon Magazine editorial ʻCanada Dryʼ dated Sept 2007

3. Trout & Salmon Advert dated Feb 2008

4. G.R Colford & Sons Brochure May 2008

5. The Old River Lodge Brochure June 2009

6. The Old River Lodge - The Legendary Miramichi Feb 2013

Exhibits C2 - Historic discussions with RBC

1. RBC Loan Discussion Paper dated 6 August 2008

2. email from Scott Colwill RBC dated 16 December 2009
Exhibits D2 - Blissfields Business Plan

1. Edward Rippierʼs Comments on Miramichi Trip 2009

2. Biz Plan submitted to RBC dated 31 May 2011.

3. Michaels Miramichi Lodge Vision - Artist impression of finished lodge

4. Michaels design for Blissfield New sleeping camps

5. 2012 P&L projections.

6. The Old River Lodge Outline Business Plan 2011-2014

7. Unanimous Shareholders Agreement dated 5 Nov 2009

" "

Exhibits E2 - RBC engagement

1. RBC Loan Discussion Paper dated 21 June 2011

2. RBC Confirmation of Loan Approval 22 July 2011

3. RBC $300,000 loan agreement dated 27 July 2011

4. SBFL Fed Gov. Guaranteed $500,000 loan doc. dated 27 July 2011

5. Collateral Mortgage 30th Aug 2011 PIDS 40041642 & 40466484

6. Certificate of registered ownership for PIDS 40041652 & 40466484

7. Collateral Mortgage PID 40038234

8. Certificate of registered ownership for PID 40038234

9. Acknowledgment of Mortgage & Covenants

10. Confirmation of Wilson $800k pre-construction insurance. 8 Sept 2011

11. McInnes Cooper Invoice dated 18 November 2011

12. PM email to RBC re funds to cover cost overruns dated 12 Mar 2012.

13. Weaver $25k & Springhill Construction $130k loan documents dated Dec 2011.

14. 654581 NB Inc. $40k secured loan dated 20 January 2012.
15. RBCs & PMʼs comments on further advance 13 April 2014.

16. RBC confirmation of $450k further advance dated 25 April 2012

17. RBC letter re Blissfield cost Over-Runs dated 10 May 2012

Exhibits F2 - "Bank Rules & Regulations

1. CBA Small Business Banking Code of Conduct - Model Code SMEʼs

2. Statutory Demand under 268(1)(a) insolvency Act 1986.

" " " " "

Exhibits G2 - Blissfields discussions with RBC re financial difficulties after closure of river

1. RBC prop 12 month deferral SBFL Principal & Interest 26 Sept 2012

2. Global sporting advisors confirmation letter dated 3 October 2012.

3. GSA Contract to sell shares in Blissfields

4. RBC confirmation of SBFL loan deferral dated 19 October 2012.

5. PM emails to RBC re SBFL payment reversal 20 Oct - 2 Nov 2012

6. BSCL Bank Statement SBFL payment out in error

7. Blissfields transaction note of $3852.74 CR reversal of SBFL payment

8. Blissfields deposit receipt of $3852.74 CR reversal of SBFL payment

9. Confirmation of GSAʼs appointment as blissfields agent 14 Nov 2012

10. Receipt of RBCʼs note file transferring to SLAS dated 18 Jan 2013

11. Blissfields update of financials to RBC 24 Jan 2013

Exhibits H2 - RBC Demands & Foreclosure

1. RBC email re issuing demand notice dated 29 January 2013."

2. RBCʼs arrears miscalculations 8 February 2013.
3. RBC miscalculations of interest payments due as of 8 Feb 2013

4. Printout of Blissfield loan status 8 Feb 2013 PM queried % int. rate

5. Confirmation to RBC of PWP as interim investor 28 March 2013

6. Phoenix Wood Product loan security docs dated 18 April 2013.

7. WBM Letter confirming dispersal of PWP $120k loan 24 April 2013

8. RBC request for ETA of funds dated 24 April 2013.

9. RBC Blissfields arrears wrong total $63,178.08 as at 25 April 2013

10. RBC - confirmed they miscalculated loan payments due. No new agreement
set up for SBFL dated 29 April 2013 (response to Blissfields email below dated
26 April 2013)

11. Blissfields update dialogue with RBC dated 26 April 2013

12. Blissfields update and request for RBC to engage to address problems.
Confirmation of $27k credit in account 29 April 2013.

13. Blissfields request to pay RBC one months arrears until actual owing loan
amounts confirmed. & confirmation booking enquiries building !30 April 2013.

14. RBC refusal to engage or take any payments dated 30 April 2013

! !

Exhibits I2 - ! Whitehead Bird & Miles correspondence re receivership process

1. WBM letter advising Michaels of RBCʼs appointment of agent and request to
Darrell Stephenson for forbearance period dated 14 May 2013

2. Appointment of agent letter dated 3 June 2013. RBC officially appointed on 3
May 2013.

Exhibits J2 - Ernst & Young Receivership process.

1. E&Yʼs online advert of sale of Blissfields Sporting Camps Limited

2. E&Yʼs request for Blissfields fishing lease agreements 3 May 2013.
3. GSAʼs letter to E&Y outlining confidentiality a engagement terms 8 May 2013.

Exhibits K2 - WBM Letter

1. Blissfields offer of a minimum $60k to improve debt situation 5 June 2013.

Exhibits L2 -RBC Security documents

1. Notice of security Interest

2. Schedule A Blissfields assets PIDS & Parcels

3. Schedule B NB 631019 Inc name change certificate

4. Schedule C Blissfield water and fishing rights

5. Ross Backman Oath authorised to execute instrument 10 June 2013

6. Coleen McGuire Oath witness to documents 10 June 2013

7. Matthew Newell Notary Seal and sworn certification 10 June 2013

8. Christopher Marr Oath on land subdivision 12 June 2013

Exhibits M2- Cash deposits from investors to meet RBC demands and save Blissfields

1. Balance of PWPʼs $80k totaling $27,973.02 dated 26 April 2013.

2. Richard Mellish deposit of $257,750.00 to WBM ʻinTrustʼ 25 July 2013.

Exhibits N2 - Mortgage Sale

1. Notice of Mortgage sale on 31st October 2013 at Stewart Mckelveyʼs Saint
John offices dated 30th September 2013. # #

Exhibits O2 - Michaels complaints to RBC & Federal Government #

1. PM letter of Complaint to RBC Customer Services #
2. Reply from RBC Ombudsman to PM letter dated 18 October 2013

3. Letter to Minister of Federal Small Business & Finance 13 November 2013

Exhibits P2 - Global Sporting Advisors damage report

1. Overview of receivership process , damages, and composite property values.

Exhibits Q2 - Injunction case hearing 7th November 2013 in Court of NB Fredericton

1. Paul Michaels Affidavit dated 30 October 2013

2. PM email to CB confirming outline of our case and file of evidence will be
available for court hearing dated 6 November 2013.

3. WBM served Injunction order on Stewart McKelvey dated 30 October 2013.

4. Injunction Order dated 30 October 2013.

5. PMʼs Air Canada Flights booked 23 October 2013

6. CB email instructing PM to stay in NB for hearing dated 4 November 2013

7. PM Air Canada change of flights dated 8 November 2013

8. Justice Clendeningʼs Order lifting injunction dated 8 November 2013.

Exhibits R2 - Whitehead Bird & Miles appeal direction

1. Charlie Bird Advising 10 days to appeaL dated 8 November 2013

Exhibits S2 - PM to act in person for Blissfields Corporation Charlie Bird & WBM

1. Charlie Bird email to Paul Michaels - He will “no longer act in this or other
matter.” dated 12 November 2011.

2. Notice to act in person Rule (17.03)
3. Notice of Motion (form 37A)

4. Charles Bird Affidavit dated 3 January 2014. paragraph 5 Bird stated Paul
Michaels & Charlotte Michaels advised him that they no longer wished to have
solicitor and would no longer require his services.”

5. Justice Clendeningʼs Order removing Charles Bird & WBM as solicitor on record
for Michaels & Blissfields dated 13 January 2014.

6. Charlie Birds Certificate of independent legal advice and statement of truth
dated 17 June 2013.

7. WBM & 653217 NB Inc Purchase & Sale with Michaels property June 2011.

Exhibits T2 - Blissfields -v- RBC

1. Blissfields v RBC Statement of claim dated 6 November 2013

2. Blissfields Amended Statement of claim dated 7 Nov 2013."

3. RBC defence and counterclaim 3 January 2013.

4. Blissfields Reply to RBC defence and counterclaim dated 3 January 2013.

5. Delivery note confirming receipt by Stewart McKelvey on 6 Jan 2013.

Exhibits U2 - Paul Michaels Aeroplan frequent flyer profile

1. Confirmation of Michaels 144,000 air miles between UK and Canada from Feb
2013 to Feb 2014.

2. Michaels Aeroplan transaction listing

3. Michaels snapshot of his Air Canada travel schedule.

Exhibits V2 - Irreparable Harm to Blissfields & Michaels from receivership process.

1. Letter of Intent from Exploration Capital Limited dated 1 June 2012

2. Jeff & Wendy Erb emails dated 30 March 2012
3. Canaccord Genuity email not associate with Blissfields at this time dated 15
July 2013

4. Walt Geryk Hardy Spey Casting instruction hosting weeks in 2013 onwards

5. Ernst & Young Online Blissfields Sales Video via ʻBSCLʼ Google search

6. Phoenix Wood Products Notice of default. dated 17 July 2013

7. Eric Normand Chef consultancy agreement dated July 2013

8. The Old River Lodge Facebook page dated 16 May 2013

9. Atlantic Salmon Journal adverts for 2012 & 2013 season

10. Frontiers email confirming Blissfields honoured 2012/13 bookings

11. Angling reports adverts and promotional articles.

12. McInnes Cooper Letter re 654581 Inc. sale of Property dated 9 Sept 2013

Exhibits W2 - ARA Fredericton Appraisals Valuations

1. Harold Moore dated 8 November 2007 Cad $3,225,0000

2. Harold Moore dated 3 March 2011 Cad $4,414,000

3. Harold Moore & Joel LaPointe dated 13 January 2012 Cad $4.643,000

4. Joel LaPointe dated 27 June 2013 Cad $525k

5. Example of house prices on Miramichi River dated 10th November 2013.

Exhibits X2 - Conflict with Stewart McKelvey

1. Email from RBC confirming discussions with Fred McElman of SM

# #

Exhibits Y2

1. PM email to Fred McElman dated 3 January 2014.
2. Picture of Axel Lerche of Germany and Bathurst NB, Neil Freeman of Angling
Auctions in the United Kingdom and Hugh Hallihan of Blackville New Brunswick.

Exhibits Z2 - The Business Desk Article on Banks actions throughout the global recession

1. RBS liked to a vampire for seizing small businesses firms assets after loading
their interest rates and then foreclosing on them once their actions reduced
their value.
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “A2”
Private Banking
o~oBANKOF SCOTLAND London City, Level 6,

(dwvt ~)
155 Bishopsgate, London

EC2M 3YB

PRIV ATE & CONFIDENTIAL
Telephone: 02070128402
Mr. Paul Michaels
Fax No: 02070128586
Mrs. Charlotte Sarah Michaels
Low New Biggin House
Aislaby
Whitby
Y021 ITQ Our Ref

02/04/2007

Overdraft Facility

The Bank is pleased to offer an overdraft facility to the undernoted Borrower(s) on the following terms
and conditions ("this Offer"):

1. Main Financial Provisions

1.1. Name and Address of each Borrower: Mr Paul Michaels & Mrs Charlotte S Michaels
Low New Biggin House
Aislaby
Whitby Y021 ITQ

Where there is more than one Borrower any reference to 'the Borrower' shall mean and
include each of the above and their obligations under this facility shall be joint and
several. This means, for example, that the Bank can claim repayment of the amount
outstanding from either or both Borrowers. For further detail on other conditions which
apply where there is more than one Borrower reference should be made to the 'What
happens if your account is in joint names' section of the Flexible Current Account
Conditions. A copy of the Flexible Current Account Conditions is enclosed.

1.2. Overdraft limit: £1,200,000

1.3. An Arrangement Fee of £16,000 is payable on acceptance of this Offer. Bank charges in
relation to the facility will also be payable in accordance with the Bank's Price List. A
copy of the up to date Price List is enclosed.

1.4. The expression "the Cleared Debit Balance" is used in the following paragraphs. It
means, at any time, the amount due to the Bank by the Borrower on any applicable
account, ignoring any payments which are not "cleared funds". The expression "cleared
funds" means payments into an applicable account but not including cash and cheques
until they would earn interest were the Bank to pay the Borrower interest on a credit
balance as set out in the Flexible Current Account Conditions

1.5. All overdrafts are repayable on demand, so the Borrower must immediately pay the Bank
the Cleared Debit Balance on the Borrower's account (plus interest and charges accrued
but not yet added and the value of any cheque payment where the Bank has not yet

The Governor and Company of the Bank of Scotland, constit~ ed under an Act of Parliament dated 1695, Head Office: The Mound,
Edinburgh EHI 1YZ. Authorised and regulated by the Finan!,a! Services Authority.
received payment from another Bank), whenever the Bank requires the Borrower to do
so.

The facility will cease to be available as from the date of any such demand. The
following are examples of some situations where the Bank might demand immediate
repayment of the facility: -

(a) where any breach of the terms of this Offer occurs; or

(b) where the Borrower fails to pay any sum on the due date for payment under this
Offer, or any other sum due and payable to the Bank or to any other members of
the HBOS Group; or

(c) where the Borrower fails to comply with any undertaking or obligation given by
or owed by the Borrower to the Bank or any other member of the HBOS Group;
or

(d) where any diligence, distress, execution, sequestration or other legal process is
levied or enforced or sued out against any of the assets of the Borrower; or

(e) where a petition is presented or an order is made or a resolution is passed for the
Borrower's bankruptcy, sequestration, winding up, administration or (in Scotland)
ajudicial factor is appointed to the Borrower; or

(t) where the Borrower ceases or suspends payment of sums due or is unable to pay
debts as they fall due or is deemed unable to pay sums due or is deemed
apparently insolvent under insolvency legislation; or

(g) where the Borrower's financial condition has worsened in some other material
way; or

(h) where the facility was agreed on the basis of incorrect or incomplete information
from the Borrower; or

(i) where the basis upon which the facility was agreed by the Bank has altered in any
material way; or

Q) where any person lawfully takes possession of any part of the Borrower's assets;
or

(k) where the Borrower has taken up residence outside the United Kingdom; or

(I) in the event of the Borrower's death; or

(m) where the Borrower is involved in any serious or fraudulent activity; or

(n) if any of the events in clauses (a) to (m) above applies in relation to a Guarantor of
the Borrower's obligations under the facility.

1.6. The Bank will review the facility on 0211 0/2007 ("the Review Date"). The facility will
cease to be available at that date at the latest and the facility must be repaid immediately
at that time (unless before then the Bank has specifically agreed to renew or extend the
facility).

Paragraph 3 of this Offer details the information that the Bank will require prior to
considering renewal of the facility .

.1.'1. The interest rate applying will be 1.25% per annum over the Bank's Base Rate, as
fluctuating from time to time. The interest rate payable will change immediately in line
with any change in Bank of Scotland Base Rate.
The Governor and Company of the Bank of Scotland, constit4ted under an Act of Parliament dated 1695, Head Office: The Mound,
Edinburgh EHIIYZ. Authorised and regulated by the Financial Services Authority.
Where the facility is to be used for the purchase of an asset (or assets) or property then any
proceeds of sale of such asset (or assets) or property shall be paid to the Bank in reduction or
repayment ofthe facility.

The Bank may require that the proceeds of sale of any asset or property which has been
provided as security for the facility be paid to it in reduction of the outstanding balance of the
facility.

3. Financial Information

Before renewal of the facility the following information must, as a minimum requirement, be
delivered by the Borrower to the Bank to enable the Bank to decide whether to renew the
facility: -

An up to date statement of means and income and expenditure schedules all in a form
acceptable to the Bank

An up to date valuation of the property known as Low New Biggin House, Aislaby

This information must be provided to the Bank at least 28 days before the Review Date.

4. Additional Conditions

The following conditions must be met before the overdraft facility will become available:

2 years accounts for both Low New Biggin House and Corporate Communications,
6 months bank statements
Sale details of Low New Biggin House
Details of purchase in Canada

5. Security

Before the Bank will allow the Borrower to draw on any part of the facility each of the
following conditions will require to be satisfied:

*

As security for the amounts owing to the Bank under this Offer the Borrower will grant
or cause to be granted to the Bank security in a form acceptable to the Bank as follows:

Letter of Undertaking to remit the net sale proceeds of the entire estate of Low New
Biggin House,

2nd legal charge in place over the entire estate of Low New Biggin House within 6
weeks
of draw down

lfthe title of Low New Biggin House is separate to that of the associated land and

The Governor and Company of the Bank of Scotland, constituted under an Act of Parliament dated 1695. Head Office: The Mound.
Edinburgh EHl 1YZ. Authorised and regulated by the Financial Services Authority.
cottages within the entire estate, then a 1st legal charge will be taken over this title
within 6 weeks of drawdown

You shall not create or allow to exist any other security or charge over the assets which
form the Bank's security unless you have first obtained the Bank's written consent.

Where the Borrower is providing the Bank with new security any legal formalities regarding the
registration of the security must be completed and the Bank must have received a Certificate of
Title (or a suitable alternative) from the Borrower's solicitor. This must be in a form acceptable
to the Bank. The costs and expenses of any firm of solicitors employed by the Bank to complete
the documentation and procedures for the Bank's security requirements will be paid by the
Borrower.

6. EMU Compliance

If the introduction of, changeover to, or operation of a single or unified European currency
causes: -

* The currency in which the facility is provided to be changed or replaced; or

* The Bank (in its reasonable opinion) to have to amend this Offer, or any security held by
the Bank ;or

* The Bank to incur any additional or increased cost in relation to providing the facility

then the Borrower agrees that they will allow this Offer and/or any security held by the Bank to
be amended to the extent the Bank reasonably considers necessary to reflect those changed
circumstances and the Borrower agrees to indemnify the Bank for any additional or increased
cost the Bank incurs.

7. Time Limit for Acceptance of Offer

To accept this Offer, each Borrower named in paragraph 1.1. should sign the Offer where
indicated before one witness who should also sign and complete the details requested under his /
her signature. The Offer should then be returned to the Bank at the address of the office
specified at the top ofthe first page of this Offer.

Alternatively if the Borrower draws on the facility the Borrower will be deemed to have signed
and accepted the terms of this Offer in full.

The Borrower must sign and return this Offer to the Bank within one calendar month of the date
of this Offer. If the Borrower fails to do so this Offer will lapse (unless the Bank agrees
otherwise) and the Borrower will not be able to draw on the facility.

A duplicate copy/duplicates copies of this Offer are enclosed for the Borrower/each Borrower to
keep.

8. General Administrative Provisions

(a) Unless the Bank otherwise agrees, this Offer will be governed by the law of the country
in which the Branch of the Bank (as noted at the top of the first page of this offer) is
situated and the courts of that country will have jurisdiction in relation to any matter
relating to this Offer.

The Governor and Company of the Bank of Scotland, constituted under an Act of Parliament dated 1695, Head Office: The Mound,
Edinburgh EHl lYZ. Authorised and regulated by the Financial Services Authority.
(b) The Bank can exercise any of the powers conferred on it under this Offer and the
Flexible Current Account Conditions on more than one occasion.

(c) Any statement of the sums outstanding at any time, and / or any interest and/or any
charges due by the Borrower to the Bank will unless the Bank has made an obvious error
be final and conclusive where it is certified by anyone of the Bank's authorised officials.

(d) When the Borrower returns the signed acceptance of this Offer or proceeds to use the
facility the Borrower is also confirming that:

* No other facility or security agreement to which the Borrower is a party will be
breached as a result of the Borrower's acceptance of this Offer or use of the
facility

* The Borrower is not involved in any court proceedings.

(e) The Bank reserves the right to assign or transfer any or all of its rights under this Offer,
the facility and the Flexible Current Account Conditions to any other person, company or
organisation including as part ofa 'securitisation' where the Bank transfers its interest in
this Offer, the facility and the Flexible Current Account Conditions to another person.

(f) The Bank may monitor and record telephone calls to or from it. The Bank may do this to
check any instructions the Borrower gave over the phone and to help the Bank train it's
staff. ***

(g) Your right to cancel under the Financial Services (Distance Marketing) Regulations
2004. You have 14 days starting from the day after your Flexible Current Account
agreement is concluded to give us written notice that you wish to cancel. Notice should
be given in writi g at the address of the office specified at the top of the first page of this
Offer. You ill ave to repay any overdraft, plus any charges incurred within 30 days of

giving"' c [C~des'nb'dmtheFI':::: ~::::A"::::::::::ce
For and on behalf ofthe Bank

As with any legally binding agreement we recommend that you consult your solicitor, accountant
or other independent es ional adviser before accepting this Offer
~/ We accept the ab~~rt1f
Signed

Name
p........ ~i!\~~~S
. .
.
Signed
Name
~':!.~~h
C'5 . J\J~I..C\..'vteL~
.
.

Date of signing: 1 ~/...k. .- · Date ofsigning Q.~.L~.\~:t. .
Witness . Witness .

Full name . Full name .

Occupation . Occupation .

Address . Address .

* * * Telephone calls may be recorded for security purposes and monitored under our quality control
procedures.

The Governor and Company of the Bank of Scotland, constituted under an Act of Parliament dated J 695, Head Office: The Mound,
Edinburgh EHI IYZ. Authorised and regulated by the Financial Services Authority.
Bank of Scotland subscribes to The Banking Code. Copies are available on request. You may contact
us using Type Talk. Information is available in large print, audio and Braille on request, please call for
details.

Bank of Scotland represents only the Halifax Financial Services Marketing Group for the purposes of
advising on and selling life assurance, pensions and collective investment schemes.

The Governor and Company of the Bank of Scotland, constituted under an Act of Parliament dated 1695. Head Office: The Mound,
Edinburgh EH! 1YZ Authorised and regulated by the Financial Services Authority.
---------- Forwarded message ----------
From: Kenneth McGrigor <Kenneth@csiplc.com>
Date: 30 October 2011 16:24
Subject: CC Development Plan
To: "paulcharlottem@googlemail.com" <paulcharlottem@googlemail.com>

Dear Paul

I am writing to confirm that I would be delighted to work with you and
Charlotte to expand the CC offering. Over the last 2 years I have got to know
you both, very well, and I am impressed with your dedication, professionalism
and more importantly your tenacity, when presented with seemingly
insurmountable barriers, in connection with your various projects.

You have discussed, in outline, your plans for the Informa business and I fully
support those plans and feel sure that if you are given the opportunity to
tender, that your “out of the box” model will offer the most compelling
business case. We have discussed the likely ROI required, for any funding,
to build the infrastructure, to service the account, and you believe (based on
the information provided so far) that the level of return I, or any funding
syndicate, I put together, can be easily met. This will obviously need
confirming once tender documentation is released.

As you are aware, I do have considerable experience in funding, mentoring
and developing & successfully exiting SME’s and this has always been
predicated on backing, strong, industry experienced, management teams,
who think differently from the incumbents.

Please do let me know if you would like me to attend a further meeting to
discuss your plans in greater detail.

Kind regards
Kenneth McGrigor
Bank of Scotland PLC
Martin Watts
Intensive Care Manager
Credit Risk
Dundas House
Viking Way
Rosyth Dunfermline
KY11 2UU
Scotland - United Kingdom.

Dear Sirs:

Bank of Scotland and Michaels - Share of sales in Blissfield Sporting Camps

We write on behalf of our clients Paul & Charlotte Michaels of Low Newbiggin Estate, Aislaby
Whitby, North York Moors National park, Whitby, Y021 1TQ, United kingdom.

Since Septemeber 2006 Paul & Charlotte Michaels have made some long term investments in
Atlantic Fishing properties on the Mian Southwest New Brunswick Canada, amounting to approx
CAD$2.5m

Due to the change in dynamics of the global economy, and pressure form their bankers in the UK to
repay some debt, Paul & Charlotte have been working tirelessly and without pause to restructure
their personal and commercial investments. They have the support of a very experienced and senior,
proffesional team of advisors on hand to execute their plans to sell shares in their Salmon fishing
camps and associated fishing pools.

Paul is President of a Blissfield Sporting Camps, a company registered to do business in New
Brunswick, and Canada and trading as BLISSFIELDS

Paul & Charlotte’s property holding company is NB631019 and intends to transfer the common
stock to Blissfield Sporting Camps Limited.

Between July 15th and October 15th 2010, Five (5) Shares are to be sold in BSC, hopefully
realizing CAD$6m

Costs are expected to be circa CAD$3.03m. Surplus funds are expected to be circa $2.97m or
£1.954m as per BBC Market data currency exchange rate of 1.52 CAD$ to the UK£, at 11.30am
12th May 2010.
To protect the Bank of Scotland’s potential financial exposure with Paul & Charlotte Michaels, Paul
has given us authorisation to reserve immediately one share in Blissfield Sporting Camps for The
Bank of Scotland PLC.The value of this share is £789,733.46 UK Sterling

At the request of Paul and Charlotte Michaels WBMB, confirm that any surplus funds raised
through the sale of shares in Blissville Sporting Camps Ltd. will be held by Whitehead, Bird, Miles
& Burke “In Trust”. Upon payment of all due Canadian taxes the funds will be released to the Bank
of Scotland Group to repay loans taken out by Paul & Charlotte Michaels in the UK. At that point
the bank can either chose to keep its share option held as security or surrender it to BSC for sale.

Should you require any further information please do not hesitate to contact the undersigned.
Yours truly, WHITEHEAD, BIRD, MILES & BURKE

Charles Bird

PS - Please be informed that we have not quite finished the share sale prosepctus. Once it is
completed it will be forwarded to Grant Thornton and the nominated fishing business valuation
company ARA Fredericton Appraisals, for their review before passing onto potential shareholders.
LOW NEWBIGGIN ESTATE
Aislaby - Near Whitby - North Yorkshire - stunning location
stunning location

A PRIVATELY SITUATED RESIDENTIAL AND SPORTING ESTATE LYING WITHIN THE NORTH YORK MOORS NATIONAL PARK WITH
RIVER FRONTAGE AND FISHING RIGHTS ON THE YORKSHIRE ESK

LANDSCAPED GARDENS, WOODLAND, PADDOCKS, FIELDS, RIVER WALKS, ABUNDANCE OF WILDLIFE.

Whitby 4 miles Teeside International Airport 40 miles York 44 miles
(All distances approximate)

MAIN HOUSE - LOW NEWBIGGIN HOUSE
ENTRANCE HALL, DRAWING ROOM, CLOAKROOM, SNUG, DINING ROOM, KITCHEN, UTILITY ROOM, LOBBY, BOILER ROOM.

FIRST FLOOR - MINSTREL’S GALLERY, PRINCIPAL BEDROOM WITH EN SUITE BATHROOM,
TWO FURTHER DOUBLE BEDROOMS WITH EN SUITE SHOWER ROOMS.

SECOND FLOOR - TWO DOUBLE BEDROOMS, SHOWER ROOM, ATTIC ROOM.

SOUTH RANGE - GROOM COTTAGE
ENTRANCE LOBBY, DOUBLE BEDROOM, CLOAKROOM, KITCHEN/DINER, SITTING ROOM, BATHROOM, TWIN ROOM, STORE ROOM.

NORTH RANGE - TACK COTTAGE
ENTRANCE LOBBY, CLOAKROOM, DOUBLE BEDROOM, BATHROOM, KITCHEN/DINER, SITTING ROOM, TWIN BEDROOM.

WEST WING
CURRENTLY USED AS CONSERVATORY, STORE ROOM, WINE STORE, UTILITY. PERMISSION GRANTED TO CONVERT TO A THIRD COTTAGE.

FARM BUILDINGS & STABLES
FOUR BAY STEEL PORTAL FRAME BARN, FOUR BAY STEEL FRAME FORMER COW SHED, EQUESTRIAN OUTBUILDING.

APPROX. 53 ACRES (23.32 HECTARES) IN ALL
SITUATION
Low Newbiggin lies at the lower reaches of the stunning Esk valley. The estate is situated
to the southwest of Whitby which offers a complete range of shopping and leisure
facilities. There are a number of excellent golf courses nearby including, Whitby Links
course at Sandsend and the highly acclaimed Ganton course near Scarborough. Yorkshire
is famous for its course fishing, as well as game fishing. Scuba diving off the Yorkshire
coast in the summertime offers possibly the most rewarding wreck diving in the world.
Many wrecks from 2 world wars are now home to huge shoals of fish which means that
the sea fishing can also be plentiful. The golden sandy beaches along the northeast coast
stretch for miles. There are some excellent walks along the Jurassic coastline and across
the Moors. The Minster City of York offers excellent fast rail connections to Scotland, the
south of England and European Cities. The great Roman City wall still stands some 2000
years after it was built. York has world class shopping, amenities, arts, and entertainment.

DIRECTIONS
From the north, travel along the A171 towards Whitby turning right into Aislaby and
right at the war memorial along Egton road. After 300 yards, turn left just before the
national speed limit signs, down the private road and follow for 1.5 miles keeping right
to Low Newbiggin. From the south and west, A64 to Malton turn off. Turn left along
A169 to Pickering and across moors, through Sleights to top of the hill, turn left on A171
and immediately left again into Aislaby. Left and straight on at the war memorial along
Egton Road and then as above.

INTERNATIONAL AIRPORTS
Teeside, Newcastle, Doncaster, and Leeds & Bradford are all within 1.5 hours drive of the
estate. Manchester is approximately 2 hours. The estate has its own private helipad.
Reproduced from the Ordnance Survey map by permission of the Ordnance
Survey, on behalf of The Controller of Her Majesty’s Stationery Office. © Crown
Copyright. All rights reserved. Licence No. 0000000000.

3
HERRING SEASON - WHITBY
Courtesy of the Sutcliffe gallery Whitby
HISTORY
The main part of Low Newbiggin House dates back to around 1750. It was constructed
on land owned by the Yeoman family who were wealthy local landowners and farmers.
Whitby was a thriving whaling and fishing port, white fish and shellfish are landed from
all over the North Sea still today. Over the hill from Whitby, deeper into the countryside,
trade in wool, livestock, potash, and alum used in dying textiles were drivers of the local
economy. Low Newbiggin Estate still bears evidence of the rail cart siding used to
transfer the alum from the mine high up on Blue Scar across the River Esk to the steam
railway line. Whitby is famous for its connections with Captain James Cook and Bram
Stokers’ Dracula. In more recent times the area’s untouched natural beauty has been used
as film sets for the hit TV series Heartbeat and the blockbuster film Harry Potter.

18th Century Low Newbiggin was a dairy farm and has many years of history linked to
the seaman and explorer Captain James Cook who sailed from Whitby and discovered
Australia. A eucalyptus tree in the back garden of the house has genetic links to seeds
brought back from Australia on Cook’s first voyages.

Over the years Low Newbiggin has changed from a farmhouse and working farm to an
equestrian farm and more recently a residence offering holiday cottages for discerning
guests seeking a tranquil hideaway whilst visiting the North York Moors and Coast.

Bonito hook from Captain Cook's Ship the Endeavor. The hook was used on
his last voyage to the Pacific - he was killed on the voyage.

5
RARE OPPORTUNITY
It is the whole package that makes Low Newbiggin Estate unique; the salmon and sea- Lying north to south, the main house benefits from the warming eastern sunlight to the
trout fishing on the Yorkshire Esk and 400 yards from your door, as well as its private kitchen in the morning. At it’s strongest the summer sun is directly over the insulated
drive, its location within the National Park and its proximity to Whitby, which was voted roof of the main house falling away to a more gentle heat to the west and courtyard side
the UK’s number one coastal town for tourism. The abundance of wildlife around Low of the house in the summer evenings. This ensures that the solar gain for the house is
Newbiggin is simply amazing. Low Newbiggin Estate can be used as a base for one of naturally regulated.
the many nearby quality shoots.
The proportions and courtyard layout of the house and cottages are of a picture postcard
feel, spacious and brimming with potential - but yet very personal. The drive in and out
DESCRIPTION of Low Newbiggin Estate is an experience in itself, giving you a sense of ‘where on
Low Newbiggin House is constructed of local Aislaby stone, rich golden yellow in earth?’ as you approach the property for the first time.
colour. Each and every stone was hand worked to a traditional herringbone design. The
roof is again of a traditional terracotta pantile construction. The Estate has a strong
French feel in its stance and situation. Every property has panoramic views of the Esk
Valley. The views from the upper floors of the main House give you a feeling of space
and privacy as the eye denotes Blue Scar and Moorland beyond, as the natural eastern
boundary of the Estate.

The House has been recently refurbished to a very high standard. Materials providing the
highest insulation values have been used in the main roof of the house and the external
walls are two feet thick, so it is relatively inexpensive to heat.

6
7
8
9
ACCOMMODATION SNUG 4.55 x 3.91
Low Newbiggin House is an outstanding and immaculate property. A new oil fired The snug room is a cosy room with beamed ceiling. Original wood parquet floor and
condensing boiler supports the central heating system in the main house. Windows are brick fireplace with a Coalbrookdale wood burning stove, timber TV and storage cabinet
double glazed. The property has an integrated smoke and fire detection system, which to each side. Georgian window overlooking garden with cushioned window seat.
is wired into the mains.
KITCHEN 6.25 x 4.57
ENTRANCE HALL The farmhouse kitchen is a particularly impressive feature of the house, incorporating a
The attractive entrance hall has original parquet flooring with salmon pink dry lined York stone flag floor, with underfloor heating, an extensive range of handmade pippy oak
walls complete with high level picture rail. The hall gives access to the drawing room, units, complemented beautifully, by a ‘blue eye’ granite work top, Belfast sink and delft
charming cloak room and central dining area. style splash back. The fitted kitchen incorporates a Smeg dishwasher, Rangemaster
classic oven with six ring hob, built in microwave and fridge freezer. The beamed ceiling
DRAWING ROOM 7.24 x 5.46 adds character together with an original working Victorian cast iron range.
The drawing room has a living flame calor gas fire with a painted carved fire surround
with marble inset, book shelves to each side with cupboards under, ornate plaster cornice ENTRANCE LOBBY
and ceiling rose, half glazed Georgian style door to the garden. An alternative, and commonly used, entrance to the main house leading into the kitchen
from the courtyard. The utility and boiler room are accessed from the entrance lobby.
DINING ROOM 6.35 x 5.00
The dining room has a full height ceiling with attractive oak panelled walls and minstrel’s
gallery above. There is a large open stone fire surround with oak shelf incorporating a
Severn wood burning stove.

10
FIRST FLOOR BEDROOM TWO 4.82 x 4.52
Double bedroom with window seat overlooking garden, cast iron fireplace with TV inset

MASTER BEDROOM 7.26 x 5.49 above, painted beamed ceiling.

King size bedroom, with static bedside units and headboard, built in range of wardrobes
and drawers. Stunning views from every window, to the south the Esk valley and to the EN SUITE SHOWER ROOM
east the landscaped gardens to Blue Scar. Excellent en-suite facilities, walk-in corner wet room, w.c., wash basin set into a vanity
unit, travertine floor and fully tiled walls, electric under-floor heating, heated mirror and

EN SUITE BATHROOM central heated towel rail, half glazed door allowing natural morning light from bedroom.

Spacious and bright, with views across the valley bottom, with fully tiled floor and walls,
roll top bath, wash basin, w.c. and large corner shower cubicle, electric under-floor
heating, heated mirror and central heated towel rail.

11
BEDROOM THREE 6.32 x 4.42 COURTYARD RANGE
Double bedroom with imposing A frame Cruck beams the size of ships timbers dating The courtyard range lies to the northwest and south sides of the yard comprising two
back to early 19th century which still house the original ham hooks which would have single storey stone and pantile sections together with a two storey northern range. The
been used at a time when this room was open to the kitchen below. courtyard buildings have been converted into two cottages which, although run as holiday
cottages, do not have any planning restrictions. There is potential to create a third unit
EN SUITE SHOWER ROOM 3 from the west range. The cottages which are known as Groom and Tack Cottages are
Shower cubicle, w.c., wash basin, tiled floor and walls, electric under-floor heating and shown on the floor plans.
heated towel rail.
SOUTH RANGE - GROOM COTTAGE
SECOND FLOOR A single storey cottage, includes a double bedroom, modern fitted kitchen/diner with
built in cooker, four ring electric hob, sink, fridge and dishwasher. The lounge has a
BEDROOM FOUR 4.95 x 4.52 beamed ceiling and stone fireplace with Calor gas fire and TV stand. The twin bedded
Double bedroom with exposed A frame timbers. Stunning panoramic views across valley room has a high level window. Fully tiled, the bathroom has a bath with shower over,
bottom to Blue Scar and north towards Whitby. wash basin, separate w.c. A large store room attached to the cottage opens out onto the
courtyard and offers the potential to extend the cottage. Groom Cottage has a private
BEDROOM FIVE 5.05 x 2.54 southwest facing garden.
Double bedroom with exposed timbers and a door leading to a large boarded out attic
store room.

SHOWER ROOM
Corner shower cubicle, w.c., wash basin, with tiled floor and walls. Central heated towel
rail.

ATTIC ROOM 7.24 X 3.52
Boarded out loft space with potential conversion for an office with stunning views.

12
NORTH RANGE - TACK COTTAGE WEST RANGE
A two storey range with garage on the ground floor. Double bedroom, cloakroom with A large single storey range offering potential for a variety of uses but currently used as
separate w.c. Fully tiled bathroom includes bath, separate shower cubicle and wash basin. utility room with separate w.c., store rooms, wine stores and a part glazed conservatory.
Fitted kitchen/diner with built in cooker, four ring electric hob, sink, fridge and
dishwasher. Stairs leading onto a large first floor lounge with exposed timbered ceiling, FOUR BAY STEEL PORTAL FRAME BARN 18.07m x 7.89m
and a few more stairs leads onto the galleried landing which overlooks the kitchen/dining With concrete floor, part block walls, corrugated sheet roof. There is a roller shutter
area and leads into the twin bedroom, with exposed beams. door to the east.

FOUR BAY STEEL FRAME FORMER COW HOUSE 17.97m x 7.45m
With concrete floor, corrugated sheet roof and garage door providing general storage
and workshop facilities.

13
MAIN HOUSE COURTYARD RANGE

14
LAND AND GARDENS
The land lies within a ring fence around the centrally placed homestead. The tree-lined
avenue provides a wonderful entrance to the property bordered by paddocks and riverside
meadow. There are good paddocks to each side of the house adjoining the well
established gardens incorporating rose beds, mature shrubberies, cedar trees and
eucalyptus within high hedges providing privacy. The garden slopes down towards the
ancient listed orchard with mixed mature fruit trees including a huge walnut tree. To the
north of the buildings there is a maintained grass area with established copper beech
trees, a large mature oak tree with feature seat bench and an attractive ornamental pond.
The land to the west of the house and north of the railway line has been planted under a
Woodland Grant Scheme with a mixture of mainly hardwood species enhanced by
existing parkland oaks and protected by deer fencing.

RAILWAY
The single track railway line is used as an extension of the North York Moors Steam
Railway which runs from Grosmont to the historic market town of Pickering. It is
possible to see various old steam trains puffing along the Esk Valley railway through the
grounds of the estate as they head via Sleights to and from Whitby where they wait for
one hour before returning.

15
SALMON AND BIG SEA TROUT FISHING
The Yorkshire Esk is Yorkshire’s only salmon river. The River Esk Action Committee have The total length of the estate’s river frontage is approximately 3/4 mile and includes river rights
worked tirelessly to restore this lovely river to it's former glory days. In 1891 this little river where the ownership incorporates the riverbank to the centre of the river and the associated
produced 1,346 rod caught fish. Since then its decline has been remorseless...until 10 years right to fish. Although the river has been lightly fished, the five year average is a modest 11
ago. Now, given water, the Esk is bursting with fish. In 2007 there were 142 salmon and 621 salmon and 27 sea trout. It is believed that there is potential to significantly increase these
sea-trout caught on the river, which is less than 30 miles in length from the headwaters to the catches. The River Esk has improved dramatically in the last ten years to provide some of the
coast. finest game fishing in the north of England.

16
PLANNING PERMISSION
Full otlined Planning consent for an indoor swimming pool gymnasium sauna and beauty
treatment rooms, was granted in October 2006. The work was confirmed as commenced
in October 2009.

LOW NEWBIGGIN ESTATE
Aislaby, Nr Whitby, North Yorkshire, YO21 1TQ, United Kingdom

CONTACT DETAILS

17
This Plan is based upon the Ordnance Survey Map with the sanction of the
Controller of H.M. Stationery Office. Crown Copyright reserved. (100024244). This
Plan is published for the convenience of Purchasers only. Its accuracy is not
guaranteed and it is expressly excluded from any contract. NOT TO SCALE.

18
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “B2”
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/
WATERS OF THE -IRAMICHI 2IVER AND
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!TLANTIC SALMON EMERGED FROM THE CONTAINED SOME OF THE BEST THAN MADE UP FOR THE LACK OF FISH CLEARING HER THROAT 2ODNEY 'ARYS TRIUMPH ) HAVE LITTLE DOUBT THE BIG GREEN "OMBER WAS THERE
DEPTHS TO TAKE IT SPEYCASTERS IN THE BUSINESS .URSING A LARGE TUMBLER FULL OF #OLFORD AND 0AUL -ICHAELS OUR THAT HIS CONSISTENTLY PRECISE AND THE NEXT IT PLAINLY WASNT !S
/UR HERO RUSHED HOME TO INCLUDING THE LIKES OF 3COTT &AMOUS 'ROUSE AND LISTENING TO HOSTS WERE DISTRAUGHT h) SO WISH CASTING STYLE AND THE RESULTANT THE RINGS SUBSIDED ) TOOK THE
hMATCH THE HATCHv FASHIONING A -AC+ENZIE AND 'ARY 3COTT FROM *IM 0ATTON $AVIE -AC$ONALD AND YOU COULD HAVE SEEN THE FISHING SUPERIOR PRESENTATION OF HIS FLY AT CAMERA AWAY FROM MY EYE TO SEE
CRUDE IMITATION OUT OF DEER HAIR THE WORLD CHAMPIONSHIP WINNING "OBBIE 4EASDALE LUSTILY DUSTING OFF THE WAY IT SHOULD BE THIS TIME OF LONG RANGE WAS THE REASON FOR HIM WHAT HAD HAPPENED AND FOUND
(IS FLY WAS AN INSTANT HIT AND 3COTLAND SPEYCASTING TEAM AS WELL THE GREAT 3COTTISH BALLADS WAS A YEAR v 2ODNEY APOLOGISED 7E ALL CATCHING THREE BEAUTIFUL MYSELF LOOKING AT A CARTWHEELING
ALTHOUGH INITIALLY NAMED THE AS SOME EXTREMELY TALENTED SINGULAR TREAT (EARING THOSE COMMISERATED WITH HIM AND TOLD -IRAMICHI SALMON OF  LB  LB  LB SALMON SIX FEET IN THE AIR
#IGAR "UTT IT SOON BECAME ANGLERS /UR GUIDES THE #OLFORDS WONDERFUL SONGS IMMORTALISING HIM NOT TO WORRY WED HAD A GREAT AND  LB ALL ON DEAD DRIFTED DRY /NE GREAT THING ABOUT THE
UNIVERSALLY KNOWN AS THE NOW HAVE BEEN GUIDING ON THE RIVER FOR THE OH SO RAREªOCCASIONS WHEN THE TIME NOTWITHSTANDING THE LACK OF FLY ) COULD TELL YOU THAT ) SPENT -IRAMICHI IS THAT ONCE YOUVE
LEGENDARY "OMBER 4HE FLY THE BEST PART OF A CENTURY AND 3COTS GAVE US 3ASSENACHS A BLOODY FISH !LL EXPERIENCED ANGLERS MOST OF THE TIME BEHIND THE HOOKED YOUR FISH NO MATTER HOW
QUICKLY DEVELOPED INTO THE FIRST KNOW IT BACK TO FRONT 7HAT COULD NOSE OR TWO AT +ILLIECRANKIE AND SO KNOW HOW FICKLE SALMON CAN BE CAMERA BUT IN TRUTH ) FISHED HARD BIG YOU SHOULDNT HAVE TOO MANY >;ÅI>7F;ÅE<Å
LINE OF ATTACK FOR THE -IRAMICHIS GO WRONG "IG NUMBERS OF LARGE ON ) WAS REMINDED THAT IN THE BUT AS WE STACKED THE +)3 CASES AND MANAGED ONLY TO ROLL THREE PROBLEMS LANDING IT 4HE RIVER HAS H7DJEMDÅ?DÅJ>;Å
HUGE SUMMER RUN AND IT REMAINS SALMON SEEMED A FORMALITY WORDS OF THE OLD CLICHÏ THERE IS FAR ONTO THE BACK OF THE TRUCK AND FISH THAT NEVER QUITE SEEMED INTENT A STATELY GENTLY FLOWING CHARACTER Æ :HEK=>JÅE<Årzxw
SO TO THIS DAY 5NFORTUNATELY AS SO OFTEN MORE TO FISHING THAN CATCHING FISH PREPARED FOR THE DRIVE BACK TO
7HILE THE "OMBER WILL CATCH HAPPENS NOBODY HAD $URING THE DAY )D PASS THE LONG (ALIFAX ) COULDNT HELP FEELING JUST
FISH ON OTHER RIVERS IT IS USUALLY REMEMBERED TO TELL THE FISH 'LOBAL HOURS OF WAITING AND HOPING BY A LITTLE CHEATED n HERE WAS A PLACE
SKATED OVER FISH PRODUCING WARMING HAD CREATED A FREAK ICE DOING MY BEST TO HONE MY WHERE SALMON n BIG SALMON n
SLASHING BOW WAVING CHASES JAM OFF THE COAST OF SPEYCAST ON THE WIDE DREAMY COULD BE CAUGHT IN A UNIQUE AND
SIMILAR TO THE TAKES YOUD EXPECT .EWFOUNDLAND RESULTING IN A POOLS OF THE -IRAMICHI )T IS A HEART STOPPING WAY AND THROUGH A
ON A RIFFLE HITCHED FLY /N THE FRIGID THERMOCLINE AROUND HUMBLING EXPERIENCE TO THROW FREAKY LITTLE HICCUP OF NATURE WE
-IRAMICHI THE FLY IS DEAD DRIFTED .EWFOUNDLAND 4HE EXTREMELY WHAT YOU CONSIDER A PERFECTLY WERE GOING TO MISS OUT
AND THE TAKE COMES OUT OF LOW TEMPERATURE OF THE SEA ACTED RESPECTABLE LINE AND THEN TO SEE &OUR DAYS AFTER ) GOT BACK
NOWHERE )MAGINE THAT )VE AS A BARRICADE TO THE SALMON AND 3COTT -AC+ENZIES MAGNIFICENT WADING THROUGH THE MISERY OF MY
TRACER BULLET OF A CAST GO WHISTLING QUARTERLY 6!4 RETURN AN E MAIL
OUT LITERALLY TWICE AS FAR 'ARY POPPED UP ON MY LAPTOP )T WAS
¥0OUIF.JSBNJDIJUIF#PNCFSJTVTVBMMZ 3COTT WHILE NOT THROWING THE FROM 2ODNEY AND SHOWED HIM
ASTONISHING DISTANCES OF WHICH HOLDING A MAGNIFICENT PAINT FRESH
EFBEESJGUFEBOEUIFUBLFDPNFTPVUPG 3COTT IS CAPABLE CASTS WITH AN  LB SALMON 4HE FISH HAD ARRIVED
ELEGANCE AND STYLE THAT LEAVES ME IN NUMBERS AND WOULD ) LIKE TO
OPXIFSF*NBHJOFUIBU¦ FOR ONE FEELING CLUMSY AND COME BACK FOR A FEW DAYS ) LOOKED 

4ROUT AND 3ALMON 3EPTEMBER  3EPTEMBER  4ROUT AND 3ALMON 
YEAR YOU WILL BE ABLE TO FLY FROM
$"/"%"%3: & 2 1 7 , 1 8 ( ' 'ATWICK TO &REDERICTON IN SIX
HOURS AND BE MAKING YOUR FIRST
Æ AND ITS BOULDERS ARE SMOOTH AND
ROUNDED OFFERING LITTLE BY WAY OF
WATCHING HIS "OMBER LIKE A HAWK
5NLIKE CLASSIC WET FLY TECHNIQUE
CAST ON THE -IRAMICHI  MINUTES
LATER AND A LONG WEEKEND SEEMS
LINE SNAGGING HAZARDS 'ARY SALMON ON DEAD DRIFTED "OMBERS PERFECTLY FEASIBLE 7E STAYED AT
PATIENTLY PLAYED HIS TROPHY LETTING NEED TO BE STRUCK HARD AND FAST "OWNS CAMP A BEAUTIFUL TIMBER
THE BIG DOUBLE HANDER AND THE AND A SHORT LINE IS MUCH MORE LODGE ON THE BANKS OF THE RIVER
HEFTY (ARDY DRAG GRADUALLY TAKE EFFICIENT IN THIS REGARD AND THE ACCOMMODATION WAS
THEIR TOLL !PART FROM A COUPLE OF !S WE SAT ON THE PLANE HOME WARM COSY AND APPEALINGLY
FLYING LEAPS EARLY ON AND A RATHER 'ARY AND ) BEGAN TALKING ABOUT INFORMAL /UR MEALS SERVED BY
HAIR RAISING MOMENT WHEN WHAT A PERFECT hCLASSROOMv THE LOVELY COOKS 0EGGY AND 2UBY
2ODNEYS TRUSTY HOUND "UDDY -IRAMICHI WOULD MAKE TO TEACH CONSISTED OF DELICIOUS AND HEARTY
WENT PLOUGHING INTO THE WATER PEOPLE SALMON FISHING 4HE HOME COOKED FARE SERVED IN
APPARENTLY INTENT ON CHEWING WADING IS EASY AND SAFE AND THE ALMOST GROTESQUELY LARGE PORTIONS
'ARYS FISH OF A LIFETIME CLEAN OFF RIVER REWARDS GOOD TECHNIQUE BUT "EST OF ALL THE -IRAMICHI OFFERS
THE HOOK ALL WENT TO PLAN OFTEN AT SHORT RANGE THUS PUTTING THE OPPORTUNITY TO EMULATE THE
2ODNEYS FATHER 'ARY #OLFORD A WELL COACHED BEGINNERS IN WITH A LEGENDARY !MERICAN ,EE 7ULFF )T
LOVELY GUY WHO WAS GUIDING ON GREAT CHANCE OF A BIG FISH IS WITHOUT DOUBT THE PLACE TO
THE RIVER BEFORE ) WAS IN SHORT 4HE RIVERS BEAUTIFUL MAPLE ENJOY A THRILL THAT AS 'ARY 3COTT FOR
TROUSERS DEFTLY NETTED THE FISH AND BIRCH AND PINE FORESTED VALLEY IS ONE WILL TELL YOU WILL ALL BUT MAKE
) CLAPPED 'ARY 3COTT HEARTILY ON POPULATED BY MOOSE EAGLES YOUR HAIR STAND ON END CATCHING A
THE BACK TELLING HIM SUCCINCTLY BEAVERS AND BLACK BEARS AND ALL LARGE !TLANTIC SALMON ON A
AND COLOURFULLY JUST WHAT A LUCKY PUT IN AN APPEARANCE NOW AND DEAD DRIFTED DRY FLY 'OD
MAN HE WAS )N TRUTH HED EARNED AGAIN !DD THAT FROM -AY OF NEXT SAVE THE 1UEEN
EVERY OUNCE OF THE ENORMOUS FISH
WALLOWING AT OUR FEET AND WE
WERE SUDDENLY GRINNING AND
GIGGLING AGAIN AS WE GAZED DOWN
)DFWILOH
E:D;OÅEB<EH:ÅH;FH;I;DJIÅJ>;ÅJ>?H:Å <7?J>Å?DÅJ>;ÅGK7B?JOÅE<ÅJ>;Å<?I>?D=Å8OÅC7A?D=Å
AT THE HUGE BRASSY FLANKS IN THE
=;D;H7J?EDÅE<ÅJ>;ÅEB<EH:Å<7C?BOÅJEÅ=K?:;ÅEDÅ I?=D?<?97DJÅ?DL;IJC;DJÅ?DÅJ>;ÅH;=?ED…Å@E?D?D=Å
FOLDS OF THE NET 4UCKED NEATLY IN J>;Å ?H7C?9>?Å;Å>7IÅ7DÅ?DJ?C7J;Å7D:Å J>;ÅEB<EH:Å<7C?BO…Å7D:Å8KO?D=Å;N9;BB;DJÅ
ITS SCISSORS WAS 'ARYS IMITATION 9ECFH;>;DI?L;ÅADEMB;:=;ÅE<ÅJ>;ÅH?L;H…Å?IÅ BE:=;IÅ7D:Å7ÅB7H=;ÅDKC8;HÅE<ÅD7C;:ÅFEEBIÅ
#IGAR "UTT =H;7JÅ9ECF7DOÅ7D:Å?IÅ7ÅH;C7HA78BOÅ EDÅJ>;ÅH?L;HÅ7KBÅH;FH;I;DJIŁŁÅEB<EH:I…Å
!LTHOUGH 'ARY HAD HIS FISH A J7B;DJ;:Å97IJ;HÅ7D:Å<BOÄ<?I>;HC7DÅ J;B‚Å{xxuÅxxzÅ{{{tÅ
GOOD WAY OUT INTO THE RIVER ON EHÅCEH;Å?D<EHC7J?ED‚ŁŁÅEB<EH:I…Åxz{Å 7HOÅ9EJJÅ7D:Å9EJJÅ 79
;DP?;Å7?CÅJEÅ
MOST OF THE POOLS THE LOCALS TEND EM7H:ÅE7:…ÅEM7H:…Å ;MÅHKDIM?9A…Å >EIJÅ?DIJHK9J?ED7BÅ97IJ?D=Å7D:Å<?I>?D=Å
7D7:7ÅzÅszÅ;B‚Å{{rÅv{wÅyutÅw{trÅ 9EKHI;IÅEDÅJ>;Å ?H7C?9>?Å?DÅ9ED@KD9J?EDÅ
TO FISH AT MODERATE RANGE WITH

Å9EDJ79J…ÅJ;B‚Å{xxuÅxxzÅttttÅ7N‚ŤrÅv{wÅ M?J>ÅEB<EH:IÅ7D:ÅÅMEKB:ÅJ>EHEK=>BOÅ
SINGLE HANDED RODS 0RESENTATION yutÅ{{{tÅ;8‚ÅMMM=K?:;D89EC H;9ECC;D:ÅJ>;CÅÅ
NOT DISTANCE IS THE KEY 2ODNEYS 7KBÅ ?9>7;BIÅ7D:Å>?IÅM?<;…Å>7HBEJJ;…Å<;BBÅ EDJ79JÅ7HOÅ9EJJÅ7J‚Å{xxtuÅtyxÅxxvÅEHÅÅ
 YEAR OLD SON :ACH CATCHES HIS ?DÅBEL;ÅM?J>ÅJ>;Å ?H7C?9>?Å7<J;HÅ<?I>?D=ÅJ>;Å ;ÄC7?B‚Å=7HO¡<BOÄ<?I>?D=KA9ECÅÄC7?BÅ
FAIR SHARE BY CASTING MAYBE EIGHT H?L;HÅ?DÅ;FJ;C8;HÅs{{xÅ>;OÅ>7L;ÅI>EMDÅ 9EJJÅ 9
;DP?;Å7J‚ÅI9EJJ¡IF;OÄ97IJ?D=9EC
YARDS TO OBVIOUS LIES AND

YY 4ROUT AND 3ALMON 3EPTEMBER 
!
! ! ! ! ! ! !
! ! ! ! ! ! ! Blissfield - New Brunswick -Canada

CATCH BIG ATLANTIC SALMON ON DRY FLY, SIX HOURS AWAY

www.GuideNB.com
On the Miramichi
Tel UK +44 (0)1947 811811
email - fish@guidenb.com
536_4pp interim flyer_FINAL:Layout 1 25/4/09 13:55 Page 1

the choice
G.R. COLFORD & SONS

BLACK SALMON FISHING SUMMER FISHING
As August, and the summer progresses and river levels
World-class Atlantic Salmon fishing
The season opens on the 15th of April and throughout the
remainder of April and May, US anglers arrive en masse to drop, the fishing is more challenging with smaller flies and
participate in the traditional black Salmon fishing (Kelts). lighter tippets bringing the best chance of success. Miramichi River
These fish are well mended after gorging themselves on smelt NEW BRUNSWICK, CANADA
and often give as good a fight as bright Salmon. 'THE FALL' FISHING
September and October brings large numbers of big, pre-
BRIGHT SALMON FISHING dominantly male fish offering excellent sport on wet flies
The latter part of June and the whole of July sees the start of like the “Ally's shrimp” or ''green highlander'' The fall fishing
the summer bright salmon run, with bigger, multi-sea winter can suddenly turn on and it is not uncommon for anglers all
fish.These fish are often very willing to take big dry-flies along the river to be playing salmon simultaneously.These
like “bombers'' or small, sub-surface flies like the “green huge Salmon are very aggressive, dogged fighters.
machine” or “buck bug”. July generally sees huge numbers
of chrome-silver Salmon and grilse start to pour into the To book, call us on 01788 815855 or go onto our website
river.This fishing is not for the fainthearted.These fish will www.guidenb.com
take you to, and beyond your backing on their first run! We look forward to seeing you soon.

G.R. COLFORD & SONS OFFER A FULL PACKAGE EXCLUDING FLIGHTS:

Fully inclusive Prices:
April-May Black Salmon Shad and Sea trout £1,225-£1,645
June-July Bright Salmon £1,785-£2,275
August Summer Salmon £1,365-£1,715
Sept-Oct Fall Salmon £1,785-£2,275

Spey Casting course with Qualified instructor £1,900-£2,800

Prices include all guiding, fishing, accommodation, transfers from Fredericton and Moncton, three substantial meals per
day and all soft drinks. Prices exclude fishing licence, alcoholic beverages and tips which are normally between 5% and 10%.
The information contained within is correct at the time of going to press, G.R. Colford & Sons cannot G.R. Colford & Sons
accept responsibility for changes or alterations to the facilities, accommodation or activities described.
This does not affect your statutory rights. All bookings are subject to G.R. Colford’s terms and conditions
c/o Crystal River Ltd, 2 Southern Road, Dunchurch nr. Rugby,
which will be sent out with your booking form. Warwickshire CV22 6NL
t: + 44 (0) 1788 815855 e: paulvernon@guidenb.com
www.guidenb.com

G.R. COLFORD & SONS
Sports guiding since 1929
536_4pp interim flyer_FINAL:Layout 1 25/4/09 13:56 Page 3

the experience
G.R. COLFORD & SONS

T HE MAGNIFICENT M IRAMICHI R IVER , flowing through the early-morning mist, you can expect to see an abundance of smaller self catered, rustic lodges, timber built and
pristine Pine & Maple forests of New Brunswick, is an wildlife. New Brunswick's regular sightings include moose, stuffed with old nick-nacks and memorabilia, to 5 star
Atlantic salmon-fisherman's paradise and one of the Canada's otters, white tailed deer, black bears, eagles and ospreys; you luxury Camps, complete with personal sauna and other
best-kept secrets. An estimated 100,000 salmon run the never know what you will come across next! The Miramichi creature comforts not normally associated with Salmon "Rodney Colford is one of the best
Miramichi every year, and its perfect fly water provides has good, easy wading, and the fishing is often at close range, fishing.The larger camps offer a fully catered service, for
around half of all the salmon annually caught on rod and unusually therefore an 8-9 weight single-handed rod is the hard core fishing groups or individuals.The friendly and
guides – and one of the best
line on the North American continent. New Brunswick's locals choice. A light double-handed rod also fits the bill. Spey professional staff, serve delicious Canadian home cooking fly-fishermen – that I have ever had
“fly-only” anglers catch over 30,000 salmon per year. casting is becoming more and more popular on the Miramichi. including excellent steak and lobster, ensuring that you
G & R Colford, have been guiding on the Miramichi From 2008 the Colfords will be offering courses run by a are well prepared for your next fishing session. the pleasure to fish with. My brief
since 1929, and are the most experienced guides on the host of internationally renowned Spey casting instructors. The camps are around 90 minutes drive from October trip with Rodney gave me
river.They offer you the most productive pools on the river, The Miramichi also offers great fishing for Sea-run brook Fredericton airport and situated in between Blissfield
and both Rodney and Gary Colford have landed Miramichi trout, and the hard-fighting Shad, which average about 5lbs. and Blackville, which is the Miramichi's “Salmon four excellent salmon averaging 20
Salmon in excess of 40 pounds.They will take care of you Both offer super sport on a single hander! Capital”. From May 2008, you can fly from London pounds and was a lovely time to be
right from the moment you step off of the plane, transporting The fishing on the Miramichi is particularly exhilarating Gatwick direct to Fredericton in less than 6 hours. A
you to one of their fantastic riverside lodges and making as it offers the opportunity to catch salmon on the legendary weekends salmon fishing on the Miramichi is now a on the banks of the Miramichi."
sure that you have the best chance of hooking up with the “bomber”. Seeing a big Atlantic salmon taking a dead-drifted realistic proposition. No visas are required to fish in
Atlantic salmon of a lifetime. surface fly is a 'must do' for all serious salmon anglers.The New Brunswick, and the region is predominantly English
The fishing is accessed in beautifully crafted traditional Colfords are particularly proficient in this unique style of fishing. speaking.The Miramichi is in many ways reminiscent of
Miramichi canoes, and as you glide along the river in the You have a choice of accommodation ranging from Scotland back in the 1950's.
The Old River Lodge
Canadian Atlantic Salmon Fishing
Come celebrate
Generations of sports have fished for the great Atlantic salmon on
the famous Miramichi River. The magnificent Miramichi River, flows
gently through breathtaking Pine & Maple forests of eastern
Canada’s New Brunswick province. It is simply an Atlantic salmon-
fisherman’s paradise and one of the World’s best-kept secrets. The
Miramichi offers perfect fly only water, and provides around half of
all the salmon caught annually on rod and line, on the North
American Continent. Fresh, mint bright salmon arrive in the
Miramichi in mid June with increasing numbers of classic summer
salmon by end of July lying in clean, gravel-bottomed pools, over
hundreds of miles of this immense river system.

This seasonal silvery migration continues through August with new
salmon and grilse arriving as if by magic with each refreshing
summer rain or big tide. Fishing can be difficult in August due to low
warm water conditions. A fresh dollop of rain in August can provide
can lead to an excellent window of fishing. During August and early
September, for long distance travelers, we strongly recommend
booking on spec and upon confirmation that fish are being caught . September brings the fall run which lasts until mid
October. Fishing at this time can be likened to that of fishing the Tweed at the back end of the season. Salmon tinted
with bronze stir in every pool with the coming of November spawning. The pools are brilliantly colored by changing fall
foliage. The sun is lower. Mornings are cool.

What to bring
The Miramichi has good, easy wading and fishing is often at close range, therefore, an 8½ to 9½ foot single-handed rod
matched with a number 8-9 weight forward or double taper line is ideal and the local choice. Deeply fished wet lines
are appropriate in extreme in high water conditions or late in the season when the water is exceptionally cold and
fish are sluggish. Load your fly line on a large arbour, sturdy fly reel with at least 100 yards of braided nylon backing.
Spey casting is becoming more popular on the Miramichi.

Polarized lens sunglasses are a must, a hat, raingear, extra leader material, insect repellent (be awre that strong deet
based repellents destroy your apparel as well as your fishing lines). We find Breathable waders for summer and
Neoprene waders for late fall, both with comfortably fitting felt-bottomed wading shoes. Bring a camera and or video
cam to capture those special moments of your trip.

Where
The Old River Lodge, is a range traditional log cabins, located in a
secluded setting and surrounded by beautiful birch and maple trees.
Perched on a hillside on the bank of the Main Southwest Miramichi
river this is the perfect place to relax and unwind. We are only five
miles down river from the village of Doaktown, and fifty miles from
Fredericton, the capital City of New Brunswick. When you stay at
The Old River Lodge, you can expect a combination of good water,
good guides and good food, ensuring you have a memorable Atlantic
salmon fishing experience. A salmon river's middle reaches are often
said to be it's most productive for angling. Our many privately
owned pools offer exclusive uncrowded fishing. and . The main
lodge, has a communal dining and lounge area, centered around a
stone fireplace. The four private cabins consist of 2 bedrooms with
ensuite shower rooms.You will be treated to delicious traditional
Canadian home cooking, ensuring that you are well prepared for
your next fishing session. For those with special dietary needs or
preferences please advise us at the point of booking. We will do our
very best to meet your requirements.
The Catch
It is New Brunswick Law that all non
resident anglers must be accompanied by a
certified guide when fishing in New
Brunswick's rivers. Our well seasoned
Atlantic salmon guides will be at your
service to help you maximise your catch. All
of our guides at The Old River Lodge are
experienced professionals with one aim: “To
help you catch your salmon”. Our guides are
knowledgeable in fly selection, knots and
casting. Their knowledge of the water you’ll
be fishing is second to none.Your guide is
himself an enthusiastic angler. New
Brunswick provincial regulations require that all non-resident salmon anglers fish with a licensed guide. Although these
regulations allow three guests per guide, at The Old River Lodge, we will do our best to provide a high quality angling
experience by matching a guide with no more than two anglers. Should you for any reason wish to benefit from the
personal attention of your own guide, or wish to fish from a canoe, we would be pleased to provide that service. By
law, only one person can fish from a boat at any time. In high water conditions, it may be necessary to fish from a boat,
in order to intercept the running fish. Please note that There is an additional supplementary charge for this service.

For the Non Fisher
We are pleased to offer exciting non-fishing activities for our guests including canoe excursions, guided or unguided
day trips to cultural, historic or natural attractions, visits to the studios of world-class craftsperson’s and artisans. In
season, fall foliage can be experienced by walking, canoeing or driving. We can provide an exciting vacation for our
non-fishing guests in the outdoors or touring, complete with a guide and vehicle or by providing you with a detailed
itinerary for one day or overnight trips. We are at your service to prepare enjoyable days of activity.

Fall Shooting
We are pleased to offer wing shooting for upland game birds including woodcock snipe and ruffled grouse. Both grouse
and woodcock shooting is best in October.

Our Pledge
The Old River Lodge offers you a personal guarantee on all the service aspects of our business, which we pledge to be
of the highest caliber. Because of the unpredictable nature of fishing and shooting, however, we cannot offer a
guarantee of success. We hope all our guests will come equipped with a generous, sportsmanlike attitude. We, in turn,
promise you the very best in old-fashioned Miramichi hospitality and service. We assure you that we will do everything
possible to ensure your chances of a successful fishing or shooting trip.

Within Easy Reach
A wonderful week at The Old River Lodge
on the Miramichi is within easy, affordable
reach. We are a day’s drive from major
population centers in eastern Canada and
the Northeastern United States. For
Atlantic salmon anglers in the UK and
Europe, it is a simple and easy 6 hour flight
via Halifax to Fredericton . No visas are
required to fish Atlantic salmon in New
Brunswick. The camp is approximately 80
minutes drive from Fredericton
international airport.
Please Join us
We look forward to welcoming you to the Old River Lodge.Your salmon and your cabin on the Miramichi are waiting
for you!

Contact us at: The Old River Lodge
40 Green Bye Road
Blissfield,
New Brunswick,
E9C 1L4
Canada
web: www.GuideNB.com
Email: fish@GuideNB.com

For enquiries Tel: +44 (0)774 779 3333
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “C2”
DISCUSSION PAPER

We are pleased to provide you with this discussion paper, which is based on our understanding of your financing
requirements. The discussion paper is prepared for your consideration and for purposes of further discussion only.
This discussion paper is not to be construed in any way as representing a commitment to finance by or on behalf of
Royal Bank of Canada.

This discussion paper is provided to you on a confidential basis and on the condition that you will not disclose to
anyone (other than your professional advisors for the sole purpose of providing professional advice to you) the
existence or contents of this document without first obtaining our written consent. This discussion paper supersedes
all other written or oral communications between you and Royal Bank of Canada relating to the subject matter
hereof.

6th August 2008

Borrower: 631019 N.B. Inc

Guarantor: G.R. Colford & Sons Limited / Paul and Charlotte Michaels

Credit Facility Amount / Type: Facility 1)$ 640,000.00 cad
Facility 2)

Purpose: finance property located in Blackville and vicinity

Interest Rates: RBC prime plus two percent

Fees: $3500.00

Repayment and Source: interest only until June 2009 at which time will reduce at $5820/mo plus
interest

Prepayment: yes

Security: 1st charge collateral mtg over all property as described in appraisal provided to RBC
General security agreement
Guarantee and postponement of claim from GR Colford and Sons Limited amount of
$500,000.00
Guarantee and postponement of claim from Paul and Charlotte Michaels in amount of $500,000.00

Covenants:

[Use “Common or suggested” covenants] [as appropriate] including but not limited to:
(refer SRF Job Aid on GRM website for additional/sample covenants)

1. Financial reporting) from the Borrower within 120 days of year-end.
2. The Borrower will maintain a Current ratio of 1:1___ or better.
3. The Borrower will maintain a Debt/Tangible Net Worth ratio of _2:1__ or better.
4. The Borrower will maintain a cash flow coverage of at least __1.5:1_________.
5. The Borrower will not declare or pay any dividends or bonuses without the prior written approval
of the Bank.
6. The Borrower confirms compliance with all laws, regulations, orders and by-laws enacted for the
protection of the environment.

Margin Requirements:
n/a

Conditions Precedent:
Customary, including collateral security and documentation held in good order.
2

Application Fee: A non-refundable fee of $ 3500 shall be payable upon final approvalof
facilities

Legal Fees: All legal costs, fees, expenses, etc. incurred in connection with any credit
facilities, including preparation and maintenance of security and other
documentation, would be for the account of the Borrower.

Indicative Additional Informational Requirements:

Indicative additional informational requirements (actual requirements will be determined through analysis
and will depend on the complexity and scope of the transaction) include:

1. Unit and consolidated (where applicable) financial statements
2. Organizational chart and structure
3. Elements particular to the proposed transaction
Gmail - RE: BLISSFIELDS 050101 16:58

Paul Michaels <paulcharlottem@gmail.com>

RE: BLISSFIELDS
1 message

Colwill, Scott <scott.colwill@rbc.com> 16 December 2009 16:21
To: PC Michaels <paulcharlottem@googlemail.com>

Thanks Paul. The camps look pretty impressive. They will be real
jewels overlooking the Miramichi.

The attached price quotes only give me a partial picture of the
financial requirements of the project.

The attached doesn't include transportation, set up, applicable taxes,
interior fixtures (bathroom, kitchen, lighting, etc.). It also doesn't
include the details of the payment terms. How much, if any, is needed
up front? How much when they are ready for shipment and how much when
they are on site and assembled? What would this timeline look like?

I'd need a proposed budget for the project. What will the final costs
be and how do you propose the funding sources and timing to be?

Is the share prospectus progressing well? You were going to forward a
copy of this when completed.

Scott

-----Original Message-----
From: PC Michaels [mailto:paulcharlottem@googlemail.com]
Sent: 2009, December, 16 12:06 PM
To: Colwill, Scott
Subject: BLISSFIELDS

Scott

New camps Highest possible finish specifications.

Juniper x 1
1st floor - Host suite
Main floor - Dining / Kitchen facility
Basement - Communal relaxation recreation bar area

Woodridge x 4
2 Kingsize each with en suite wet rooms & communal vaulted living
space with log burners and river views

Old lodges relocated and refurbished behind new camps.

Main lodge to be converted to museum and tackle shop

Sleeping camps to offer additional sleeping facilities when we
have corporate conferences etc.

To enable us to proceed with the building of the new camps, would you

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Gmail - RE: BLISSFIELDS 050101 16:58

please consider offering a bridging loan at 70% LTV CAD$700k secured
against the purchase value of CA$1m and the business plan to sell the
shares?

The Log home company banks with RBC so we could also look at them doing
it locally in their BC branch.

If RBC Atlantic Canada so what would be the interest rate per month and
any up front arrangement fees or early repayment penalties

Let me know your thoughts please

Paul
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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “D2”
Meadow View, Ford, Salisbury, Wiltshire SP4 6DL
01722 323778 erippier@hotmail.com

6 March 2009

To Whom It May Concern:

I fished the Miramichi for the first time last July in the Blackville area and
had some difficulties. Unfortunately, there was exceptional high water for
the time of year and although fish were running through they were not in a
taking mood. I only secured one fish for the week, which was very
disappointing.

However at another lodge about 20 miles upstream, it was easier to fish in
the conditions that prevailed although the catch rate did not increase greatly.

The accommodation at this lodge although adequate could be much
improved with en - suite toilets, drying areas for wet clothing, good
insulation from insects, comfortable saloon and dining areas combined with
a modern kitchen. I think the average angler would like to see a concept
based on a Canadian style log cabin, built in local timbers and with interiors
of a very high standard in terms of finishings. A building in sympathy with
the wonderful surroundings is what is needed.

In the event of high water conditions, it is important that the lodge is also
provided with additional canoes and guides, when it is necessary to reach
those areas where fish are running and where it is too far to cast from the
bank. It is no good having guides who are not fishermen and who are not
familiar with that stretch of water.

Edward Rippier
Gmail - BLISSFIELD SPORTING CAMPS LIMITED trading as Blissfields 050101 02:43

Paul Michaels <paulcharlottem@gmail.com>

BLISSFIELD SPORTING CAMPS LIMITED trading as Blissfields
1 message

P & C Michaels <paulcharlottem@googlemail.com> 31 May 2011 16:24
To: "stephen.m.banks" <stephen.m.banks@rbc.com>

Steve

For your records

Paul

BSCL Business Plan 310511.pdf
84K

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13046a7d6f3f4dfe Page 1 of 1
LEGAL NAME! ! BLISSFIELD SPORTING CAMPS LIMITED

TRADING NAME! BLISSFIELD SPORTING CAMPS LIMITED

BUSINESS ADDRESS! 40 GREENE BYE ROAD
! ! ! ! BLISSFIELD!
! ! ! ! NR DOAKTOWN
! ! ! ! NEW BRUNSWICK
! ! ! ! CANADA! E9C 1L4! ! ! !

PHONE! ! ! 1506 365 7277
FAX! ! ! ! 1506 365 7134

E-MAIL! ! ! fish@guidenb.com
WEB! ! ! ! www.guidenb.com

DESCRIPTION OF THE BUSINESS!

Private club of 6 fractional shareholders operating an all year round serviced
accommodation and Guide Service located on the Main Southwest Miramichi River
at Blissfield 5 miles downstream of Doaktown. A range of Camps with river views
offering flexible accommodation on a fully serviced or Self-Catering basis.The
camps are for use with owned and leased pools over approximately 100 miles of
the Miramichi

Tailor-made fishing and shooting experiences will be provided and will be supported
by local guides.

The operation will be used by ultimately 6 shareholders which will benefit from the
tangible and intangible benefits of owning an Salmon fishing operation on the
worlds most prolific Atlantic Salmon River

MAJOR DEMOGRAPHIC, ECONOMIC, SOCIAL AND CULTURAL FACTORS

2011 is a great opportunity for Atlantic Canada to sell itself to the International
fishing and Sports community in recent times. The recent Levies introduced by
global governments aimed at reducing Carbon emissions, have left only the
keenest and wealthiest Sports looking to travel to fish. There is a slowdown in the
US leisure market due to uncertainties arising from the sub-prime lending markets.
The European, middle East and Asian Market is cash rich at the moment. In the
short to medium terms these continents look well placed to weather any storm in
the current financial climate. Our owners will target these markets for profit both in
commercial transactions and for sports to fill any spare places on their owner
weeks.

Given its recent rod catches and fish returns, the Miramichi is fast becoming the
Worlds Premier Atlantic Salmon fishing River. Coupled with fantastic value for
money and Itʼs proximity to Europe The Miramichi River is proud to assume its
rightful role, as the New kid on the block, for a Destination Atlantic Salmon fishing
trip.....of a lifetime!

MAJOR PLAYERS (suppliers, distributors, clients)

• NB Government
• IRVING
• BDC Bank
• Local Guides
• Paul & Charlotte Michaels
• UK Business contacts
• UK Sports contacts
• Trout & Salmon
• Other Industry Magazines
• International Salmon fishing organisations
• Atlantic Salmon Federation
• Miramichi Salmon Association
• North Atlantic Salmon Federation
• Atlantic Salmon Museum
• Canada Outdoors

NATURE OF THE INDUSTRY

Atlantic salmon, Sea run brook, brown trout and shade fishing and property.

• Other regional leisure activities include
• Game shooting (closely related for marketing purposes)
• Wildlife watching
• Sightseeing
• Shopping
• Whale watching
• Sea fishing
• Snowmobiling
• Health spas
• Sailing
• Local annual events & fundraisers

Some excellent back end (fall) bird shooting and hunting combined with
fishing...Cast & Blast.

TRENDS IN THE INDUSTRY

• Seasonal fishing 15th April to 15th October
• Shooting October to February
• Historic bias of US Sports
• Increasing number of European Sports
• Move to sell off outfitting businesses to private investors limiting access to
pools for General public
• Limited winter sports visitors
• Limited summer tourism business

Spring Salmon fishing (Black Salmon or Keltʼs as they are known in Europe) is the
first Salmon fishing available and draws substantial interest and business
opportunity from 15 April to 15 May. Black Salmon Fishing is not really known by
the Europeans who consider Kelt fishing to be a little bit un PC. Recent marketing
promoting the incredible sport that can be expected from this hard fighting, and
abundant fish has attracted some curiosity and interest in fishing from the UK and
Europe over the last two years. Apart from the wonderful social benefits of
everyone fishing along the entire length of the river without having to be concerned
with boundaries between private & Open water, kelt fishing offers a chance to build
ones confidence for people wishing to hook catch their first salmon.

Bright Salmon fishing (Springerʼs in Europe) varies fro year to year but can start as
early as June 1st and runs until as late as mid August. Generally however the bright
salmon run for an average of 4 weeks the timing of which is dependent on sea
conditions, tidal flow, river levels and river temperatures. The Fall fishing runs from
September 1st to 15th October, and is a little more predicable generally offering
great sport for again 4 weeks from 7th September to the 7th October

There are 12 Prime fishing weeks within the fishing season which longer term
should run at 100% capacity. Indications are that the industry experiences an
average 75% occupancy for an established Camp with fish catch provenance.
Contributing or Influencing factors are, quality and productivity of the private pools
that a camp owns the quality of the camps available, the Amount of direct Marketing
undertaken, the functionality and find-ability of an outfitters website. Good word of
mouth.

The catch success rate seems to have a lesser effect, on the desire to book a
second trip to the Miramichi. The authors own experience however is that a Sport is
less likely to book a third trip if a fishing party has blanked over the previous two.

For the more discerning and experienced Sports, River management and bank side
management is a major contributing, factor for repeat business.The last thing a
sports wants is to puncture a brand new set of expensive waders whilst walking
along the pool, applicable to the water that they are fishing or spend his day
removing a fly from the scrub or small bush/trees.

GOVERNMENT REGULATIONS

• Guide Regulations apply
• Canadian Residents can apply to be a Sports Guide
• Seasonal Residents may apply for guide exemptions
• Non residents/Property owners require guide when fishing/Hunting
• Guides are responsible for ensuring that sports adhere regulations.
• Environmental
• Riverbank management

MARKET SEGMENT

The true Value of the Sports Guiding market is very difficult to determine due to the
spurious records of bookings and income registered by outfitters on the Miramichi.
There is a long history of people working for cash and sports paying cash. T

We worked on 183 fishing days with at least 40 Outfitters hosting an average 10
sports with a potential $500 Canadian per day. Running at a very conservative 50%
capacity, this equates to potential earnings of $18.3 Canadian on the Miramichi.
Add to that the hunting, and other Leisure activities, and the total potential for the
Leisure and Tourism industry is probably about $50m Canadian. This does not
include the spin offs for example support service businesses and food and drink
outlets generating yet further revenue for the local businesses and taxes for the
provincial governments to re-invest in forest protection, Education, and transport
infrastructure.
Blissfield sporting camps are aiming their marketing at the 10% discerning high net
worth individual salmon fisherman and hunters that are prepared to pay a premium.
Aggressive marketing and consistently high well documented fish returns is key to
supporting our story and growing and retaining a profitable client base.

PRODUCTS & SERVICES

Sports guiding to high end clients from Europe. Niche tailor made fishing and
shooting trips. Family private self catering holidays in low season/school holidays.

PRICING AND DISTRIBUTION

In the 2011 we plan to pitch our service price band at a similar level to the well
established and generally highest charging Outfitters. We will then increase our
rates as we reach a sustainable maximum capacity. Any rate increases are specific
to the more popular and productive weeks.

These rates are approximately one third of those of Russian fishing holidays. The
fishing is just as good and sometimes more productive than the Russian rivers.

MARKET TRENDS

The Fishing and shooting market has grown steadily over the last twenty years.
With the increase in Western wealth and the launch of the world wide web, the
world has become a smaller place in travel and marketing terms.

the recent stock market crash has had a huge effect of the volume of people
wishing to travel to premier salmon fishing destinations. New Brunswick stands to
benefit from the downturn in sports traveling to Russia and Iceland where supply
and demand has driven prices up to as high as $20,000 US for a weeks Salmon
fishing.A similar trip should with a cohesive spirit from key NB outfitters attract
sports willing to spend circa £8k-£10k per week.
IMPLICATIONS OR RISK FACTORS

Historically the Colfords have guided for individuals staying at other Camps or for
Outfitters directly.The benefit of offering their own Camps and water, comes with the
financial pressure to get a return on the investment made by Paul & Charlotte
Michaels. The main concern is the initial start up period when bookings may be
slow due to being an unknown quantity as far as outfitting is concerned. The
company has to at least cover the interest payments and overheads to survive the
first year.

Competition is strong on the river so we have focused our initial efforts are
marketing to European markets. The Salmon fishermen are wealthy and keen to try
new destinations and outfitters so are efforts will be focussed on providing a
sustainable and enjoyable operation and experience.

The benefits of our marketing campaign over the last few years is already evident.
There were many sports from Europe in 2008

Before the launch of a google search brought up very little information about the
Miramichi. Now the list of outfitters advertising along the river is huge.

We see 2009 as a year of consolidation A settling in period and opportunity to let
our guests see our waters true potential. We can envisage our investment in buying
property on the river will force our competitions hand into competing for the lease of
pools. Consequently, prices for leases will rise sharply. As young private investors
we have limited resources to pay highly inflated prices long term.

Any river is highly susceptible to environmental changes disasters and fluctuations.
The Miramichi WILL prove to be a victim of its own successes if it is not managed
politically and environmentally with the greatest professional expertise.

Survival at sea of the Atlantic Salmon and fish life that supports it whilst at sea are
instrumental if fish stocks are to hold up in the future. Salsea are monitoring the
Salmon survival rate at sea.

There are strict regulations which property construction and management along the
Miramichi sewerage and treatment management are the main concerns from a river
management point of view.

Because of the geological make up of the river the river bed in the main is fluid and
migrating downstream on a continual and annual basis. A pool that is deep and
fishes well these year may get filled in by an ice jam that deposits a huge volume of
slate mud and rock in periods of seasonal ice flows or heavy water.
Canada is relatively un affected by the global recession, due to its strong natural
resources and limited exposure to sub prime lending. There is also a strong
demand from people wishing to emigrate to Canada. therefore it has a strong
property price index which has been categorised by the market analysts as stable
and sustainable due to its low base line,

PLANNED RESPONSE

It may transpire that we are eligible for some government funding support which
would assist in areas such as staffing and capital purchases for canoes vehicles.

Any further property purchases may be supported by grant funding also.

Where the bookings will be slow in the first year we will utilise the time to landscape
our new camps. We will further invest in the maintenance of the older properties
and the completion of new ones.

We will seek higher standards of accommodation and plan and implement a
marketing strategy aimed at maximising the camps 40 bed and rod/gun potential.
We will interview additional staff and try to let the fishing on an ad-hoc basis to at
least kick-start an income stream for the first year. At the time of writing this
business plan we have an estimated $380 thousand Canadian Dollars worth of
bookings ready to join us this year. We have taken a 30% deposit.

This could be arranged through are current bankers RBC or if lending is a little
'outside of box' we could work with the BDC bank which looks to support
businesses that are viable in the longer term and bring value to government
strategies. BDC tend to offer less competitive commercial interest rates
commensurate with their longer term return and more flexible lending criteria.

FINANCIAL OPTIONS OTHER THAN SELLING SHARES TO CORPORATIONS
OPEN TO BSC.

We have approach both the banks and private investors to get the construction the
new fishing village and lodges underway.

We are receiving a lot of enquiries for the 2011 season. this means that word is
getting out about the level of our investment in water and the proposed new Camps
and lodges. This should provide a healthy return on the investment for any
investors.
1. Sell shares fractional ownership to Corporations.
2. Operate a straight forward outfitting business for profit.
3. Offer shares to private individuals.
4. Sell some waterfront property at a profit (and look to buy more pools with some
of the profits.)
5. Sell off the entire property portfolio to a private individual or other outfitter at a
higher price and offering a good return to the investors.

Failing the ability to achieve a profitable return the properties will be let for holidays
to tourists where we could offer a tranquil setting to interact with the Canadian
wildlife.

At worst we can let the properties residentially for market rentable values which will
give us a yield of approx. 5%.

COMPETITION

• Other outfitters,
• Other Guides
• Other Destination sporting holiday providers.
• Other sporting pursuits for spouses and non fisher demands.

COMPETITORS AND TYPE OF COMPETITION

The following are direct Competitors Fishing/Outfitting businesses to a greater or
lessor degree.

• ! Wilsonʼs Camps! ! Public/Private club
• ! Country Haven! ! Public
• ! Smoker Brook! ! Public
• ! Ponds Resort Direct! Public
• ! Tuckaway lodge! ! Public
• ! Alpine Lodge! ! Public
• ! Mountain Channel!! Private club!
• ! Ledges Inn! ! ! Private club
• ! MSC! ! ! ! Private club
COMPETITORS' STRENGTHS AND WEAKNESSES

There will be NO direct competitor offering a like for like fishing experience on the
Main Southwest Miramichi. Sports will be able to fish our water on an invitation only
basis either through the Shareholders or through an authorised agent. Our pools
are private which will ad value both with any spaces sold commercially through the
agency or the intangible worth as a guest of the shareholders.

Ponds Resort is a well established company with Camps that are starting to show
their age a little. Ponds have one great Home pool, other than this their water is
spread over the higher reaches of the river. This can be an issue in dryer summers
when the water table is low effecting rod catches for longer periods of time. Ponds
has recently been sold and we have an option to buy 2 days fishing a week on
their water.

Wilson's have very good facilities with a new Main Camp now completed. They
offer good all-round Sports facilities with Corporate Event capabilities.
They are probably the longest standing Outfitter on the river with a god selection of
pools. The pools are again mainly on the higher reaches of the river although below
Ponds water. Wilson's prices are probably amongst the highest on the river. Their
customers are mainly repeat US Sports.

Country Haven are a nice family operated Outfitter with mainly leased pools, some
of which is productive water. They have a number of guides working full-time. This
operation is vulnerable to the availability of water leased on a daily basis. Should
water used by them on a leased basis be placed on the open market for sale it
would have a major impact on the product that they can offer.

The MSC have a number of private members. Their water has patchy productivity,
since some of the pools filled in with gravel over the years. The main productive
pool which is used by the MSC has changed and now the majority of the fish are
caught on the opposite bank...ours.

Ledgeʼs Inn has sold shares and expanded its operation by acquiring Mountain
Channel. They have some good pools both mid river and around Gray rapids in
lower Blackville. The operation is fundamentally a private club with some outfitting
capacity. It is hard to see how they can successfully mix the two operations. It is
likely therefore that they have or will seek a partnership with another Outfitter on the
river.

The best of the rest on the river a smaller operations with receiving overflow
business from outfitters within reach of theirs. Personal ties and friendships are the
leading influencing factors in how busy they are. In the main they are not
experienced in web promotion or direct marketing campaigns and so are heavily
reliant on the tourist centres referrals and Sports from other Camps that are full.
Their guides tend to be of a more casual nature and so are not best placed to
satisfy the more experienced fisherman seeking reliable private water and good
sport.

COMPETITIVE ADVANTAGE

• Vast spread of productive pools on Main Southwest Miramichi River
• First class facility and operation, we will attract the best and most
experienced guides on the Miramichi to work for us. !
• Proven fish catch record.
• A good range of accommodation for various sizes of sports parties.
• Other that McKeil water which is a stand alone operation all other
properties and pools are within a 30 minute drive of any camp.
• Access to the most competitive car and flight rates.
• Proven Experience in Tourism in the UK and International marketsLong
standing contacts with high earning individuals in Switzerland Germany,
Norway Russia France and Italy Ireland and the US.
• Support from International Fly fishing instructors to sell the Miramichi and
our business to their clients

A key factor distinguishing our operation from any other on the river is the fact that
we will only be selling each time slot to either fishing travel companies or
Corporations. Each booking will have a commitment to fill a minimum number of
sports for that week or slot. (We may sell 2.3.4 days breaks at a premium providing
it does not interfere with another booking/week.)

The major benefit to people using our business to fish the Miramichi is one of
privacy and the diverse availability of water which will offer some comfort that fish
will be caught in most wether conditions and river heights.

We see the fact that it will be difficult to book in our water without going through a
known agent as a major help in allaying any of our competitors fears over a
negative affect their business. Once a week is booked we will be able to
recommend other outfitters on the river.

This privacy and vastness of availability to fish will attract a premium pricing
structure. This can only help to drive up prices along the river commensurate with
supply and demand and future capital investment.

Customers

• Morley
• Waddington
• Craddock
• Vernon
• Teasdale
• Harvey
• Freeman
• Bonham
• Fitzpatrick
• Cresswell
• Eldridge
• Murley
• Edsall
• MacKenzie
• Miles
• Rounet
• Michaels
• Perkins
• Bastard
• Sportfish
• Frontiers
• Roxtons
• Low Newbiggin Estate
• Ultimate Travel
• Angling Adventures
• Orvis
• Perkins

SUPPLIERS & AGREED TERMS

• Riverbend Log Homes, $100k deposit balance + interest paid ASAP.
• Springhill Construction Limited, Paid in full upon completion of project.
• WBM Lawyers, costs + 1% interest on outstanding amounts
• Engineering Technologies Canada,costs + 6% int on outstanding balance
• Gemtec, costs + 6% interest on outstanding balance.

ADVERTISEMENT & PROMOTION

• Trout & Salmon
• Broadsheets Editorials
• Fishing tackle Shops
• Travel; Agents
• Governments
• TV Shows
• Sporting agencies
PRICING & DISTRIBUTION

Black Salmon April 15 to June 15 = $550 per person per day
Bright Salmon June 15 to September 30 = $950 per person per day
October fishing and wingshooting hunting $750 per person per day

CUSTOMER SERVICE POLICY

(See attached questionnaire and booking Terms & Conditions)

LOCATION

Camps: Blissfield
Water: Headwaters to Blackville

CAPACITY

10 to 24 Sports per week.

ADVANTAGES OR DISADVANTAGES

Advantages - Ideal location close to Doaktown and offering unspoiled wilderness
views and fishing. Great Productive Home Pool - Edmunds. Good high water pool
in front of fishing lodges.

Disadvantages - None. This signifiant investment has been made in the knowledge
that everything is perfect as far as the location development and water is
concerned.

We will have to work on trail and error to build up a reliable and informed company
of Staff. i.e. Guides and Cooks etc. We will have to rely on extensive research and
references to ensure good customer satisfaction and front of house is attained at all
times.
LEASE OR OWNERSHIP DETAILS

Camps freehold
Water combination of freehold long and short term leases

EQUIPMENT

Vehicles
Boats
Motors
Fishing Equipment
Gardening equipment & Furniture
Communications equipment
IT equip
TV & Hi Fi
Camp fixtures & fittings

FUTURE EXPENDITURE /TECHNOLOGIES REQUIREMENTS

• Additional water
• Perhaps additional Cabins
• Another complimentary operation on a different NB River

RESEARCH & DEVELOPMENT

• Own Brand of merchandise
• Work with established tackle manufacturer to produce souvenir fishing
equipment as part of Marketing strategy
• Look at Renewable energy opportunities

ENVIRONMENTAL COMPLIANCE

Great care and attention to detail has been incorporated into the design of this
operation. The very latest proven technology coupled with experience and common
sense has resulted in a first class waste and septic design for Blissfields.
Engineering Technology Canada are the authority on designed septic systems. This
sensitive location on a visible and environmentally sensitive section of the river
dictates that only the very best attention to detail in this regard was acceptable to
the New Brunswick environmental and planning departments

Once fully operational we intend to integrate and work closely with Atlantic Salmon
Federation,Miramichi Salmon Association, Atlantic Salmon Museum,
North Atlantic Salmon Federation, and other wildlife organisations to ensure the
best chance for the long term survival of the Atlantic Salmon. Embrace Sponsor
events and cross promotion

ADDITIONAL INFORMATION

After 4 and a half years of blood sweat and tears the UK investors are looking to
bring their vision of a fabulous and world class fishing and lifestyle experience to
fruition. Their intensions are to use this business as a shop window for additional
opportunities including selling New Brunswick as a lifestyle alternative in which to
work, rest, play and invest. Then sit back and let some local NB professionals
deliver this wonderful and exciting project, so that most of their involvement form
this point forward will be one of leisure and relaxation. They will continue to have a
fiduciary responsibility to the company and responsibility to ensure that any
financial obligations are met.

KEY EMPLOYEES

Name!! ! Responsibilities! ! ! ! Qualificatioins

Harold Moore! President and Ops Director! !
Head Guide ! Organisation of guides and Rota! ! Guide 1
Blair Ferris! ! BSCL accouts a& Book keeping! ! Accounting
Head Chef! ! All food & drink prep and presentation! MIchelin Star

HOURS OF OPERATION

0800 to 2000 Monday to Sunday 15th April to 15 June! ! 1 hour lunch break
0800 to 2200 Monday to Sunday 15th June to 15th October ! 2 hour lunch break

NUMBER OF EMPLOYEES
• 1 x Operations Director/Manager
• 1 x Head River Guide
• 1 x Guide per 2 sports(single sport guide)
• 1 x Head Chef + 1 helper when volumes dictate (over 10 pax)
• 2 x Cleaners

VACATION PROGRAM

• Permanent Staff will not take leave 15 June to 15 October.
• They will have optional 2 weeks un paid leave15th to 30 August.

PERFORMANCE ASSESMENT

Key performance indicators and Customer srevice questionaire driven.

TRAINING & DEVELOPMENT

All staff will be fully qualified in oprder that they can meet and exceed their key
responsibilities. Existing qualifications will be vetted and tested and where
appropriate our in house training programme will be implimented to retrain where
required.

RENUMERATION & BENEFITS

All staff will be renumerated in line with meeting key performance targets which will
be customer service driven.
We will aim to pay above avergae wages.
We will guarantee work once the business volumes and profits allow,
We will offer a professional and efficient working environment.
Regular members (build helps to build raport with Staff)
(Optional 2 weeks holidays in summer holidays)

ACTION PLAN

(See attached Power Point Plan summary)

OBJECTIVES/ DESCRIPTION OF THE PROJECT

To offer a fisrt class Atlantic Salmon Fishing operation that forms part of the
destination Atalantic Salmon Fishing circuit alongside Russia Norway Iceland UK
Ireland

To support the Atlantic Salmon Conservation programmes.
To be recognoised as a professional and commercial operator.

To attain a sustainable and healthy profit for the shareholders.

BUSINESS HISTORY / NATURE OF OPERATIONS

This is the vison of individuals that have operated a Salmoan fishing and foirst class
holiday resort in the uK for Ten Years. Fishing is their passion and Hobby for many
years. They have operated a fsirst class customer focussed busines support
service in the city of London for the past 12 years.

PRODUCTS AND SERVICES

5 star Atlantic Salmon fishing bird shooting and hunting operation.

PROJECT FINANCING

• Royal Bank of Canada Fredericton
• Riverbend Log Homes
• Springhill Construction
• ETC
• Gemtec
• Paul Chgarlotte Michaels
• Blissfirld Sporting Camps Limited

MANAGEMENT / ADVISORS

• Harold Moore
• Blair Ferris
• Grant Thornton
• Royal Bank of Canada
• BDC Fredericton
• Mintel
• David Andrews
• Riverbend Log Homes
• Aunden Rae
• Seaward Management
• Trout & Salmon
• Ian Chard
• Spinningwebs Consultancy
• Kenneth McGrigor
• Nicholas Bonham
• Alastair Taylor
• Toronto Dominion Bank
• Bank of Scotland
• Stephen R Cokk Conveyencing.
• Greg Davidson
• Linked Communications
• New Brunswick Tourism & Parks
• Ken Whelan
• Frontiers Travel
• Alex Mills
• Engineering Technologies Canada
• Gemtec
• Whitehead Bird & Miles
• Clients

RISK ASSESMENT & CONTINENCY PLAN

The past 5 years have identified the key areas of concern which have been fully
incorparated into this business plan and growth Model.

The only area that is outside of our control is climate change and polution.

Climate change would probably reveal itself over a longer timescale. As our
investors are using the River and investment as a recreational vehicle for clients,
employees and commercial paying guests, any detrimental effect on the Salmon
stocks could be conteracted by the utilastaion of fishing for other sepcies such as
Trout which are less efefcted by the warmer temepratures.

In this scenario the value for the investors would swing towards a more property
related investment which would improve as demand increased for leisure properties
on the river.

BSCLʼs investment in cold water pools should protect our business from any
unseasonal warm temperatures and ensure some protection from lengthy warm
spells in NB.

Polution of the river could only ever be localised due to the miramichiʼs vast 140
mile length. It would also be relatively short term dammage as Salmon are
migratory fish and so future generations would return as normal in consequent
years. There may be some short term short fall in fish returns pertaining to the egg
parr and smolt survival at the time of any incident.

In the event that there is a change in the supply demand or pricing of flights from
the UK perhaps in the event that an airline ceases to operate ofr in the event of
further spikes in global oil prices then the US and Canada market would be the
target market for any shareholders wishing to sell any free spaces.

BSCL shareholders are building a 5 star operation with first class water which
targets high networth individuals which generally are less effected by sharp rises in
travel costs. This is the reason for the substantial investment in construction nd
access to private fishing pools.

FIANCIAL INSTITUTION

• Royal Bank of Canada
• BDC.

SUPPORTING DOCUMENTS

• Alex Mills
• Ken Whelan
• Edward Rippier

FINANCIAL PLAN

See attached Exel spredasheets
Blissfields TM

Shared ownership of

Atlantic Salmon Fishing
on the famous

Miramichi River

Trading as
Blissfield Sporting Camps Limited
The Old River Lodge - Blissfield - New Brunswick - Canada
Imagine

Imagine an investment that is Greener than any other you or your company
has made.

Imagine taking clients to a place that is so magical, that their cares and
worries slip away and they are free to talk to you unencumbered about
your business relationship.

Imagine getting access to a special place whose features will become more
and more rare, as the demand on the worlds natural and unspoiled
resources becomes greater.

As a business investment, this one makes the ultimate sense. It allows you
to own it as a corporate asset yet be free of all day to day management. It
allows you to get a return on investment for the time that you are not using
it, and it will all things being equal, be an appreciating asset.

This opportunity has access to more acreage, more pools and more private
fishing pools than any other on a river that is a legend amongst sport
fishermen for Atlantic salmon.

Increasingly, as government regulations restrict access to crown land and
rivers, the opportunity to own fishing Lodges that over look prime salmon
rivers will become very rare. Most are privately owned and run for the
benefit of business owners who fish with friends and business partners. It is
the ultimate exclusive club that many wish for but few will ever actually have
the privilege to ever attain.

Ask yourself this what’s life all about? Where do you spend all the profit
made today, where can you invest today, that will guarantee a return for the
good of your company your workers, colleagues, customers and the wider
communities. How about investing in tomorrow, an heirloom to pass down
from generation to generation, something you can be proud to say....we did
that!

The structure of this property sale and business, allows for individual
shares to be retained within a corporation, and for the owners of those
shares to benefit from an ongoing control and use of the fishing Village & its
waters.

Operating costs are to be mitigated by renting out for profit, the time slots
that are not used by each corporation.

This is a unique and one time opportunity to participate in the building
maintenance and operation of a unique facility on one of the most famous
fishing rivers in the world.

The business is situated in a stable and legally responsible
country,...Canada. There will be no further dilution of the shares.

.......Imagine such a thing.
Background:

Paul and Charlotte Michaels operate businesses in the U.K and Canada. Profits from their City of
London specialist Office Services business and secure logistics operation, have been reinvested
in a vast leisure property portfolio specializing in Atlantic salmon fishing businesses and
properties.

In the UK they own and operate an exclusive, and private self catering holiday cottage business,
situated in the North York Moors National Park near Whitby.

LOW NEWBIGGIN ESTATE is a five star self catering holiday property, registered with the
British Tourist Board. It offers Atlantic salmon and BIG sea-trout fishing on the Yorkshire Esk.
www.lownewbiggin.co.uk

In Canada primarily the properties and land have been acquired by Blissfield Sporting Camps
Limited, a Canadian property holding company, which is wholly owned by Charlotte and Paul
Michaels. Blissfield Sporting Camps Limited, will issue the shares for sale. All their properties
and land is situated along the banks of the Miramichi River, which is largely regarded by many
as the worlds most prolific Atlantic salmon River .

These Canadian properties i.e buildings are a mix of historic rustic cedar log fishing camps as
well as newly built 5 star sleeping lodges. The camps are located on the Main Southwest
Miramichi River which offers the worlds most Prolific Atlantic salmon fishing today.

The fishing for sale, comprises of private water around the camps in Blissfield. It also includes
leased fishing and freehold in pools along 109 miles of the main Southwest Miramichi from its
headwaters to the lower reaches in Blackville. The share opportunity will provide proprietary
fishing rights on privately owned fishing beats. Also leased fishing access some of which is pre-
allotted time share on private water, along different sections of the Miramichi. Leases are
secured with the landowners and will offer long term leases.

The New Brunswick salmon fishing season starts on April the 15th and ends on October the
15th. The prime fishing is June to Middle of middle of October save a few weeks in August
when the high water temperates dictate difficult fishing.
We have been operating a very limited number of trial fishing vacations to a select UK clients for
the past 5 years. It has been achieving up to $900 Canadian per person per day. The new
operation is now achieving $950 +HST per day , the highest daily rate on the Miramichi.

Miramichi on the World Stage
The Miramichi is set to become the next 'Russia' in terms of the No1 destination for Atlantic
salmon fishermen.

Canadian Dream so far

Paul and Charlotte Michaels have to date personally invested in excess of $3.5m in Atlantic
Salmon Fishing Properties and businesses on the Main Southwest Miramichi River in the
province of New Brunswick, Canada. They have dedicated a substantial amount of their personal
time over the past Six years to promote the Miramichi and New Brunswick through international
trade shows in the US, UK & Europe. They have been running a sustained advertising campaign
in Trout & Salmon and other industry glossy magazines. Scott MacKenzie world champion spey
caster, visited the river and produced a video which was filmed on our water. Atlantic salmon
survival at sea researcher, & Professor Ken Whelan, Richard Hill Fishing enthusiast and World
rugby league legend, have also contributed to the Miramichi awareness programme run by the
Paul and Charlotte Michaels.

The last 6 years have been spent testing the market and applying for planning and environmental
consents to build a world class fishing village on the site of the Old River Lodge in Blissfields
New Brunswick. Building permission and associated environmental approvals were granted to
631019 NB now Blissfield Sporting Camps Limited, in September 2010.

Paul and Charlotte have invested CAD$3.25m + over the 6 years in the development of bespoke
5 star Sporting Camps, restaurant, bar, service buildings, shop, office and operating capital for
Blissfield Sporting Camps Limited.

The full team is now in place to build and operate the finest purpose built fishing operation ever
to overlook the Miramichi

Our team of professionals and supporters includes construction and finishing engineers, legal
advisors environmental experts, Atlantic salmon conservation organisations, Global fishing
agents, Property valuers, Canadian bankers, Federal government business advisors, Major New
Brunswick land owners and business operators, and most importantly experienced local guides.
The shares are officially on offer as from the date of this prospectus notice, however no financial
transactions will take place until the official prospectus release date, which has yet to be
confirmed but is likely to be January 2012

In the meantime corporations or individuals which have registered under the relevant Financial
Services orders, as high net worth individuals or a sophisticated investor, may register their
interest our officers in Canada or the UK. We will forward the full information as soon as it is
released by Grant Thornton, our auditors.

What is for Sale?
6 equal equity shares in Atlantic Salmon fishing rights, leases, properties, and business for profit
and loss on the Main Southwest Miramichi River, New Brunswick, Atlantic Canada.

The value of each share, will depend on the outcome of pending negotiations for additional water
acquisitions)

Each equal equity shareholder will own one equal sixth of the fishing village and the surrounding
water and fishing rights. They will own the sole use of the fishing village for 8 weeks per year in
perpetuity and the profits and losses in Blissfield Sporting Camps Limited for those eight weeks.

Blissfield Sporting Camps Limited will offer the first 5 star high specification and purpose built
fishing village on the Main Southwest Miramichi River for over 50 years. The operation comes
complete with, new canoes, motors, trucks, airboat, guns, fishing tackle for hire (supplied by
sponsors) personal, high speed internet and cable TV in each sleeping camp. hot tubs, sauna, spa
treatment area, wine cellar and cigar shop and many other creature comforts.

Brand new Fishing village comprises of;

• Dining camp with kitchen and hosting hosting suite
• 5 sleeping river view Camps comprising 2 kingsize en-suite river view lounge
• Bar, and lounge
• Office and store
• Service buildings
• Guides sleeping camps
• Boat store
• Garage
• Car parking
• Landscaped grounds
• Phase 1 environmental approved septic system
• High speed Broad band communications
• Sauna and beauty facilities. planned for 2014 onwards
• Garden Machinery
• 4 x4 Vehicles
• Airport Transfer vehicles
• Aluminum Spring fishing Boats
• Canoes
• Boat chandlery

The equal Equal equity shares provide;

Fishing on the Main Southwest Miramichi
Freehold of Fishing pools
Ownership of set days at Cold water holding pools on Miramichi
Guaranteed leased days on Miramichi
Long term lease of Private pools on Miramichi
Cains river fishing
Open water fishing on whole of Miramichi delta
Option to buy freehold in additional private pools on Miramichi.

Each shareholder has the sole use of the camps for 8 weeks per year for life.

• 4 weeks fishing. Atlantic salmon, sea-trout, brook trout and shade fishing
• 4 weeks winter leisure use skidoo skiing wildlife watching and Christmas/New Year
festive/seasonal week by rotation.

Every shareholder will have the opportunity to invest in further water as it becomes available at
an additional and equal cost. This will increase the overall asset potential. Interest from
Corporations increasing the water portfolio will form a major part in the deciding the final six
shareholders.

Each shareholder shall have the opportunity to purchase and develop for recreation or residential
use, their own prime private waterfront property.
Each shareholder will share the profits and losses of the corporation and be responsible for
paying in advance, the annual operating costs as agreed by the board of BSCL annually.

This investment offers corporations the opportunity to promote credible Eco-friendly, policies
commensurate with international government mandatory green targets. It is an instantaneously
credible and sustainable way, for organisations to earn Carbon credits whilst guaranteeing 'We
have a conscience' Public Relations!

Rarely do buying shares come with so much substance to protect their value

Blissfields Sporting Camps Limited will contribute a percentage of any annual net profits to the
Atlantic Salmon Federation, the Miramichi Salmon Association the North Atlantic Salmon
Federation and the Atlantic Salmon Museum in Doaktown.

The mechanics of the sale.
There will be a total Six whole shares, only 5 of which will be released for sale to a small
number of corporations, at the agreed purchase price. Paul & Charlotte Michaels intend to retain
one share in their own company. The remaining 5 shares will be available by invitation only.

Confirmation of single shared ownership in BSCL will require a 50% deposit of the agreed
purchase amount, or an irrevocable letter of credit for the same value. This initial deposit is non
refundable, in the event that BSCL perform all their responsibilities and commitments as per the
‘deal’

This money will be held in an Royal Bank of Canada ‘RBC’ escrow account, it will be released
only once we have a turnkey operation, and the water ownership and leases have been legally
secured.

Each owner will earn interest at RBC’s highest GIS secured rate rate. The monies will only be
used in accordance with the Blissfields escrow agreement which is formulated to protect all
parties investment until the work is completed. The deposited funds will not be used for any
other purpose than to secure part ownership in Blissfields property and operating business.

Shares will be acquired from Blissfields Sporting Camps Limited. Each fractional equity share
provides 1/6th equal ownership of all property, fishing pools lifetime fishing rights in perpetuity
land and development potential in Blissfields Nr Doaktown New Brunswick. Once construction
is complete, and all the sale proceeds have been secured shares in BSCL, will transfer to from
Blissfield Sporting Camps Limited to the new owners. Paul & Charlotte Michaels will retain one
equal sixth share.

Paul Michaels is currently the President of Blissfield Sporting Camps. By the 31st of December
each year, it is intended that each of the shareholders will nominate the President of BSCL for
the following year.

There will be a trading company set up to operate the outfitting business. This company will pay
an annual rent to the Holding Company BSCL The owners will own any profits and losses from
their weeks.

We are now contacting clients and potential investors that have shown interest in this project
over the past 6 years. We will invite other contacts and Corporations who we believe share the
same desire to protect the environment.

Paul Michaels can be contacted on the below telephone numbers. All official registrations of
interest should be sent registered post or courier service (signature required) and addressed to

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4
Canada Office ! +1 506 365 7277
UK office ! ! ! ! +44 (0) 1947 811 811
UK mobile ! ! ! +44 (0) 774 779 3333
Website ! ! !www.miramichi-salmon-fishing-canada.ca

The details will treated as confidential. The contact information will not be used outside of our
company for any other use in line with our data protection policy which will accompany the
official prospectus. The credentials of all registrants will be considered, and the successful
companies will be invited to view this opportunity in person. prior to making any
commitment.
Blissfield Sporting Camps Limited
TextBB

T/A

Text

Draft Outline
Business Plan 2011-2014
Produced by Paul Michaels
Mission Statement

• To be the destination of choice for
discerning Atlantic Salmon Fishers wishing
to fish on the Eastern Seaboard of Canada.

2
Objectives
• To provide the most extensive access to varied
fishing pools on the Miramichi River.

• To lift the values of fishing on the Miramichi River.

• To manage growth responsibly and ensure
sustainability of this finite resource.

• To provide a premium leisure fishing experience in
Atlantic Canada.

3
Plan 2011 – 2015
Executive Summary
• Build Blissfields fishing camps in 2011/12

• Consolidate existing fishing pools & secure additional
fishing water opportunities 2011/2

• Develop Blissfields as a strong brand for Atlantic
Salmon Fishing in New Brunswick 2011/2012.
• Develop the site with premium cabins to reinforce the
premium fishing experience and to support the
introduction of a shared ownership model.

• Turnover from fishing holidays to build to circaCAD
$1m + within 3 years.
• Drive operating profits to 20%. within 3 years
4
Current environment
• Miramichi is predominantly used by North American Anglers.
• Miramichi historically has had limited exposure in the UK and
Europe.
• Current owners have invested in 5 year marketing campaign to
promote the Miramichi as an Atlantic Salmon Fishing Destination,
• A general increase in numbers of European anglers and a decrease
of US sports in part due to growing age of US sports and part to
the strong Canadian Dollar against the US $
• The owners have invested $2.5m in New Brunswick and the
Miramichi properties to date.
• Target launch date 01 June 2012.
• Experienced management team now in place
• Newly formed partnership with 2 established and Sales/Operation
global Atlantic salmon fishing agencies. Further 4 in the
development stages.
• Numerous good blue-chip contacts which need to be developed.
Financial Assumptions
• All phase 1 construction completed May 2012.

• Fishing income from June 2012.

• Impact of HST ignored

• No dividend payments assumed

• Interest only – year 1 of each loan.

11
Projected financials
Blissfield Sporting Camps 2010/1 2011/2 2012/3 2013/4 2014/5

Actual Actual Forecast Forecast Forecast

CAD $ CAD $ CAD $ CAD $ CAD $
Profit and Loss Account

Income 0 0 462,000 728,700 892,500

Operating costs

Staff costs 0 0 (108,675) (163,800) (190,750)

Sales and marketing (459) 0 (103,950) (151,218) (181,703)

General operating expenses (78,198) (38,926) (138,291) (179,216) (198,470)

Total Operating costs (78,657) (38,926) (350,916) (494,233) (570,923)

EBITDA (78,657) (38,926) 111,084 234,467 321,577

Depreciation 0 0 (133,911) (139,600) (139,600)

Operating profit (78,657) (38,926) (22,827) 94,866 181,977

Interest (1,987) (38,452) (75,000) (75,000) (75,000)

PbT (80,644) (77,378) (97,827) 19,866 106,977
Funding requirements (CAD$)

Cash Statement 2011/2 2012/3 2013/4 2014/5

CAD $ CAD $ CAD $ CAD $

PbT (77,378) (97,827) 19,866 106,977

Add back depreciation 0 133,911 139,600 139,600

generated from activities (77,378) 36,084 159,467 246,577

working capital movement (129,620) (25,011) 0 0

Capital investment (218,776) (428,089) 0 0

Directors loans 1 (325,180) (2) 0 0

From activities (750,954) (417,018) 159,467 246,577

Loan repayments (52,308) (123,269) (125,000)

long term loans 754,707 495,293

cash generation/(absorption) 3,754 25,967 36,198 121,577
Summary Balance Sheet
Blissfield Sporting Camps 2010/1 2011/2 2012/3 2013/4 2014/5

Actual Actual Forecast Forecast Forecast

CAD $ CAD $ CAD $ CAD $ CAD $

Balance Sheet

Properties and Pools 915,326 1,065,102 1,287,992 1,197,654 1,107,316

Fittings and Equipment 0 69,000 140,287 91,024 41,762

Total Fixed Assets 915,326 1,134,102 1,428,279 1,288,679 1,149,078

Current Assets 187,477 248,609 274,587 310,785 432,362

Current Liabilities (274,620) (202,378) (145,095) (151,651) (186,953)

Directors loans (1,447,892) (1,122,712) (1,122,710) (1,122,710) (1,122,710)

Long-term loans 0 (754,707) (1,197,692) (1,074,423) (949,423)

Net Assets (619,709) (697,087) (762,631) (749,321) (677,646)

Equity (618,769) (696,147) (761,691) (748,381) (676,706)
Sales and marketing objectives
• 2011.
– Build strong working relationship with 6 high end fishing tour & travel
companies.

– Promote Blissfields at worldwide trade shows.

– Work with established and specialist Destination salmon fishing Travel
companies to fill the prime weeks with the highest paying sports.

– Sign contracted working agreements.

– Promote Pre opening 2 for 1 deal to generate immediate sales &
fish-count.

• 2012/13
– Close out 2 for 1 deal.

– Optimise capacity/quality of service in first season. Max 8 of possible
12 rods per week in most productive fishing weeks June to October.

– Generate enough business in low productivity weeks to cover fixed
overheads.
Sales and marketing objectives
Target companies
•Fishing Travel Companies
•Visit Britain Database
•Personal Contacts
•Fishing Clubs
•Tackle stores
•International stock brokers & fund managers
•International Law firms
•Fishing shows
•Salmon Conservation Charities
•New Brunswick Tourism & Parks
02/02/11 Draft Outline Plan 2011 - 2015 10 12
AA

and

BB

and

CC

And

DD

And

EE

And

FF

And

GG

and

THE OLD RIVER LODGE LIMITED

THE OLD RIVER LODGE LIMITED

UNANIMOUS SHAREHOLDERS AGREEMENT

Dated as of _________, 2010
SHAREHOLDER AGREEMENT

THIS AGREEMENT made the ___ day of _______, 2010.

A M O N G:

AA, an individual resident, in the
Province of New Brunswick
("AA")

AND:

BB, an individual resident, in the
Province of New Brunswick,
("BB")
AND:

CC, an individual resident, in the
Province of New Brunswick

("CC")

AND:

DD, an individual resident, in the
Province of New Brunswick,
("DD")

AND:

EE, an individual resident, in the
Province of New Brunswick,
("EE")
AND:

FF, an individual resident, in the
Province of New Brunswick
("FF")

AND:
GG, an individual resident, in the
Province of New Brunswick,
("GG")
AND:

THE OLD RIVER LODGE LIMITED, a corporation incorporated
under the laws of the Province of New Brunswick,
("Corporation”)

RECITALS

WHEREAS the Corporation is a corporate body duly incorporated under the laws of the
Province of New Brunswick under the Business Corporations Act, R.S N.B.. 1990, c.B.16 (the "Act") by
certificate of incorporation issued the __ day of January, 2010.

AND WHEREAS the Corporation is authorized to issue an unlimited number of
common shares of which the following shares are issued and outstanding:

Shareholder Number and Class of Shares
AA [100] Common Shares
BB [100] Common Shares
CC [100] Common Shares
DD [100] Common Shares
EE [100] Common Shares
FF [100] Common Shares
GG [100] Common Shares

TOTAL: [700] Common Shares

AND WHEREAS the parties together own, directly or indirectly, all the issued and
outstanding shares in the capital of the Corporation;

AND WHEREAS the parties wish to enter into this Agreement in order to make
arrangements regarding the organization and affairs of the Corporation and the sale of shares of the
Corporation under certain circumstances;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants herein contained, the parties covenant as follows:

ARTICLE 1.00
DEFINITIONS AND INTERPRETATION

1.01 Definitions
As used in this Agreement, the following words and phrases have the following
meanings, respectively:

(a) "Accountant" means the firm of chartered public accountants as are appointed by the
Corporation from time to time;

(b) “Act” means the New Brunswick Business Corporations Act as the same may be
amended from time to time and any successor legislation thereto, except where expressly
provided;

(c) "Agreement" means this Agreement, as amended from time to time;

(d) "arm's length" has the same meaning as that term is given in the Income Tax Act
(Canada);

(e) "Board of Directors" means the board of directors of the Corporation from time to time;

(f) “Budget” means as set out in Section 4.03;

(g) "Business Day" means any day other than a Saturday or a Sunday or a day which is a
statutory holiday under the laws of the Province of New Brunswick;

(h) “Business Plan” means as set out in Section 4.03;

(i) “Common Shares” means the common shares of the authorized capital of the
Corporation;

(j) “Confidential Information” means all confidential or proprietary information,
intellectual property (including trade secrets) and confidential facts relating to the
business and affairs of the Corporation or its subsidiaries, as applicable, received from the
Corporation, any of its subsidiaries or any of its shareholders, directors or officers, or any
information derived from such information, but will not include the following
information:

(a) information which is generally available to the public or becomes available as a
result of a disclosure which is not a breach of the provisions of this Agreement or
becomes generally known through no improper action of any Shareholder;

(b) information which becomes available to a Shareholder on a non-confidential
basis from a third party;

(c) information which is independently developed by a Shareholder or its affiliates
without reference to any Confidential Information; or

(d) any information which was in a Shareholder’s or its affiliates’ possession or
known by the Shareholder or any affiliates without restriction prior to receipt
from the disclosing party.

(k) "Corporation" means THE OLD RIVER LODGE LIMITED, and any corporation or
corporations with which the Corporation is consolidated, amalgamated or merged;

(l) "Fair Market Value" means, unless as otherwise determined pursuant to the terms and
conditions of this Agreement, the price determined in an open and unrestricted market
between informed and prudent parties, acting at arm's length and under no compulsion to
act, expressed in terms of money or money's worth;

(m) “Intellectual Property” means all property, works, reports, data, compilations of
information, computer programs, written presentations, speeches, memoranda, research,
drawings, sketches, layouts, commercial material, working papers, documents, copy,
transcriptions, ideas, photographs, video, audio and other materials in all forms and
however fixed, stored, expressed or embodied, created, developed, authorized or
produced by the Corporation and its employees, officers, directors and agents, which
comprise all of the intellectual and industrial rights of the Corporation;

(n) "person" includes individuals, corporations, limited partnerships, general partnerships,
joint stock companies, joint ventures, associations, companies, trusts or other
organizations, whether or not legal entities;

(o) "Place of Closing" means the offices of the solicitors for the Purchaser in the subject
transaction or such other place as may be agreed to by the Vendor and the Purchaser in
the subject transaction;

(p) "Prime Bank Rate" means the commercial lending rate of interest, expressed as an
annual rate, which the Corporation's principal bankers quote in Toronto as the reference
rate of interest (commonly known as "prime") for the purpose of determining the rate of
interest that it charges to its commercial customers for loans in Canadian funds;

(q) “Promissory Note” means as set out in Section 7.07;

(r) “Shares” means the issued and outstanding shares owned by the Shareholders or a
Shareholder;

(s) "Shareholder" means AA, BB,CC,DD,EE,FF or GG;

(t) "Shareholders" mean every Shareholder as herein defined;

(u) "Time of Closing" means 2:00 o'clock p.m. or such other time on the Date of Closing (as
hereinafter defined) as may be agreed to by the vendor and the purchaser in the subject
transaction.

(v) “via teleconference” means the use of telephonic or other electronic equipment whereby
the parties participating can simultaneously hear and communicate during any meeting.

1.02 All payments contemplated herein shall be paid in Canadian funds, in cash or by certified
cheque, or by bank draft or wire transfer.

1.03 The division of this Agreement into articles and sections is for convenience of reference
only and shall not affect the interpretation or construction of this Agreement.

1.04 This Agreement shall be governed by and construed in accordance with the laws of the
Province of New Brunswick.

1.05 All words and personal pronouns relating thereto shall be read and construed as the
number and gender of the party or parties referred to in each case require and the verb shall be construed
as agreeing with the required word and pronoun.
1.06 When calculating the period of time within which or following which any act is to be
done or step taken pursuant to this Agreement, the date which is the reference date in calculating such
period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall
end on the next Business Day.

1.07 Any references herein to any law, by-law, rule, regulation, order or act of any
government, governmental body or other regulatory body shall be construed as a reference thereto as
amended or re-enacted from time to time or as a reference to any successor thereto.

1.08 Unless otherwise specified, all references herein to currency shall be references to
currency of Canada.

1.09 This Agreement shall be deemed to be a unanimous shareholder’s agreement and the
powers of the directors to manage or supervise the management of the business and affairs of the
Corporation is restricted in accordance with the terms of this agreement.
ARTICLE 2.00
TERMINATION OF PRIOR AGREEMENTS
AND TERM OF THIS AGREEMENT

2.01 Termination of Prior Agreements

All prior shareholder agreements between some or all of the parties hereto regarding the
organization and affairs of the Corporation and the sale of any Shareholder's shares of the Corporation
under certain circumstances, whether written or oral, are hereby terminated

2.02 Term of this Agreement

This Agreement shall come into force and effect as of the date set out above and shall
continue in force until the earlier of:

(a) the date on which only one of the parties holds all shares in the Corporation;

(b) the date this Agreement is terminated by written agreement of the parties herein;

(c) the date on which the Corporation is dissolved in accordance with the applicable
provisions of the applicable corporate legislation.

2.03 Compliance with Agreement

Each Shareholder agrees to vote and act as a shareholder of the Corporation to fulfill the
provisions of this Agreement and in all other respects to comply with, and use all reasonable efforts to
cause the Corporation to comply with, this Agreement, and to the extent, if any, which may be permitted
by law, shall cause its respective nominees as directors of the Corporation to act in accordance with this
Agreement.

2.04 Compliance by the Corporation

The Corporation undertakes to carry out and be bound by the provisions of this
Agreement to the full extent that it has the capacity and power at law to do so.

ARTICLE 3.00
WARRANTIES AND COVENANTS

3.01 Each Shareholder warrants that:

(a) it now is or has the option to be the registered and beneficial owner of only that number
and class of the issued and outstanding shares of the Corporation set out opposite his / its
name below:

Shareholder Number and Class of Shares

AA [100] Common Shares
BB [100] Common Shares
CC [100] Common Shares
DD [100] Common Shares
EE [100] Common Shares
FF [100] Common Shares
GG [100] Common Shares

TOTAL: [700] Common Shares

(b) save as otherwise specified herein, the shares set out opposite his / its name above are
free and clear of all claims, liens and encumbrances whatsoever and no person, firm,
corporation, partnership, trust or other entity has any agreement or option or right capable
of becoming an agreement for the purchase of any such shares; and

(c) it is not a non-Canadian within the meaning of the Investment Canada Act.

3.02 The Corporation warrants that:

(a) the authorized capital of the Corporation consists of an unlimited number of common
shares;

(b) the shares listed in Subsection 3.01(a) above are the only issued and outstanding shares of
the Corporation, being the only class of voting shares; and

(c) no person, firm, corporation, partnership, trust or other entity has any agreement or
option or right capable of becoming an agreement for the purchase, subscription or
issuance of any of the unissued shares of the Corporation.

3.03 Each Shareholder warrants that, to the best of their knowledge and belief, the Corporation
is not associated (as that term is used in the Income Tax Act (Canada)) with any corporation and each
Shareholder hereby covenants that, if the Corporation becomes associated with any other corporation, all
appropriate forms and elections will be filed to ensure that, to the maximum extent possible, the
Corporation has allocated to it, in each taxation year, the amounts necessary with respect to its business
limit to enable the Corporation to take the maximum small business deduction available in such taxation
year, as those terms are used in the Income Tax Act (Canada).

ARTICLE 4.00

PROVISIONS FOR CONTROL

.01 Representation

The Shareholders covenant each with the other that each of them will, either personally or
by proxy, vote or cause to be voted all of the voting shares in the capital stock of the Corporation owned
personally or beneficially by them at all meetings of the shareholders of the Corporation so that:

(a) there will be a minimum of three (3) and a maximum of seven (7) Directors of the
Corporation;
(b) as may from time to time be changed by the Directors, _______________ will be the
Chairperson of any meeting of the Board of Directors and _____________ shall be the
Secretary;

(c) nominees of each Shareholder shall be entitled to be elected one (1) of the seats on the
Corporation's Board of Directors;

(d) Deleted;

(e) a quorum for all meetings of the Board of Directors where notice has been given and an
agenda has been circulated at least three Business Days in advance shall consist of a
majority of directors present in person or via teleconference for the sole purpose of
addressing items set out on the agenda while a quorum for all meetings of the Board of
Directors where notice has not been given or an agenda has not been circulated at least
three Business Days in advance shall consist of a all of directors present in person or via
teleconference for all other purposes;

(f) a quorum for all meetings of shareholders shall consist of one (1) or more persons,
personally present or via teleconference and each entitled to vote, and representing in
their own right or by proxy an aggregate of greater than 60 % of the outstanding shares
in the capital stock of the Corporation carrying voting rights;

(g) unless specifically otherwise authorized by statute, all matters voted on at any meeting of
the shareholders shall be decided by an affirmative vote representing greater than 60%
of the issued and outstanding voting shares of the Corporation; and

(h) Subject to the terms of Article 4.00, initially the Board of Directors shall be:

(i) Paul Michaels;
(ii) ;

4.02 Officers

(a) The officers of the Corporation shall consist of a President, Vice-President and a
Secretary-Treasurer, or as otherwise determined by the Board of Directors. The appointment of the
President, Vice-President, and the Secretary-Treasurer, shall be Paul Michaels as President,
____________ as Vice-President, and __________ ____as Secretary-Treasurer and respectively. The
appointment or election of the balance of the Officers shall be as agreed by the Board of Directors.

4.03 Business Plans and Budget

Prior to the end of the third quarter in each year, the President shall prepare and present
to the Board of Directors of the Corporation for their review, comment, revision and approval, a Business
Plan for the ensuing year and the next succeeding year, and a detailed budget for the Corporation for the
ensuing year. Each such Business Plan and budget shall contain information, in such detail as the Board
of Directors may require. Any budget approved by the Board of Directors in accordance with the
provisions of this Agreement is referred to herein as a "Budget". Any Business Plan approved by the
Board of Directors in accordance with the provisions of this Agreement is referred to herein as a
"Business Plan". Within sixty (60) days after the end of each half year, the President shall prepare and
shall deliver to the Board of Directors an analysis of any variations between the actual results of such half
year and the approved Budget and Business Plan for such year, and the reasons therefor. The President
shall ensure that each approved Budget and Business Plan is updated from time to time if the economic
circumstances or operations of the Corporation so warrant, and that any proposed revisions are promptly
presented to the Board of Directors for consideration. No such proposed revisions shall be effective for
any purpose until approved by the Board of Directors in accordance with this Agreement.

4.04 Operating Management

Subject to the review and overall direction and control of the Board of Directors, and
subject to the terms and conditions of this Agreement, the President shall be responsible for the operation,
management and supervision of the Corporation and its operations and affairs, but shall be consistent
with the Budget and Business Plan and shall report thereon from time to time (but not less frequently than
quarterly) to the Board of Directors. In the performance of his duties, the President shall devote such
time to the affairs of the Corporation as may be required to discharge his duties in a prudent and effective
manner and shall use his best efforts to realize the results set forth in the Budget and Business Plan of the
Corporation.

4.05 Board of Directors

(a) The following matters shall be approved in advance by a majority approved by the
Board of Directors, and no officers of the Corporation shall have authority to effect any such action
without the prior approval of the Board:

(i) the borrowing of money (including, without limitation, pursuant to capitalized
lease obligations) by the Corporation, in any amount and whether on a secured or
unsecured basis, or the issuing of any guarantee;

(ii) the selling, transferring, leasing, lending on security or otherwise, mortgaging,
pledging, charging, hypothecating, exchanging, conveying and financing or
refinancing or otherwise dealing with or disposing of, or creating any lien or
charge on, all or any part of or any interest in any property or assets of the
Corporation;

(iii) establishment or modification, directly or indirectly, of the guidelines, policies,
budgets and business plans with respect to the conduct and operations of the
Corporation submitted by the President and the authorization of the
implementation of such approved policies, budgets and business plans;

(iv) all contracts, agreements or instruments in respect of matters out of the ordinary
course or normal business of the Corporation and not provided for in any
approved Budget and Business Plan;

(v) payments or other distributions to Shareholders and salaries, raises, bonuses,
payments or other distributions to directors, officers and designated management
individuals;

(vi) any departure with respect to any expense item contained in an approved Budget
on a line by line comparison basis with the budgeted item if such departure
would result in an increase in a particular item by more than $10,000;

(vii) the employment of any person;

(vii) the establishment of any new business, the creation of any subsidiary or the
acquisition or purchase of any business by the Corporation, the investment by
the Corporation in any shares or securities of any other entity; or, the making of
any loan or advance by the Corporation (except credit sales to customers in the
ordinary course of business);

(viii) the commencement or settling of any legal, administrative or regulatory
proceedings or threatened legal, administrative or regulatory proceedings;

(ix) the entering into of any supply or purchase contracts or agreements which are
not contemplated in any approved Budget or Business Plan or materially
different from the business strategy of the Corporation ;

(x) the enactment, amendment or repeal of a by-law of the Corporation or the
amendment of the Articles or the winding up or dissolution of the Corporation or
the commencement of any bankruptcy or insolvency proceedings;

(xi) the issuance by the Corporation of any shares or other securities or any option,
warrants or rights to acquire any such shares or securities or the purchase by the
Corporation of any outstanding shares or any other securities of the Corporation;

(xii) the approval of insurance coverages, including property damage, third party
liability and product liability insurance with respect to the assets, products and
operations of the Corporation;

(xiii) the amalgamation or merger of the Corporation with another corporation;

(xiv) any changes in the articles or by laws of the Corporation;

(xiv) the approval of any payment to the Shareholders or their affiliates for services or
products supplied or sold to the Corporation to the extent such payments were
not authorized in any approved Budget or Business Plan;

(xv) the cancellation, redemption, retraction, purchase or other acquisition of any
Shares by the Corporation, except in accordance with this Agreement;

(xvi) the making of, directly or indirectly, loans or advances to any person;

(xvii) the taking, holding, subscribing for or agreeing to, purchase or acquire shares in
the capital of any corporation;

(xviii) the creation of any subsidiaries by the Corporation or the acquisition by the
Corporation of any shares or securities of any corporation;

(xix) the execution of any exclusive vendor and/or distributor agreement which is at
the exclusion of all others;

(xx) the entering into of a partnership, joint venture or any other arrangement for the
sharing of profits with any person; and

(xxi) and commitment or agreement to do any of the foregoing in the future

4.06 Each of the Shareholders acknowledge that the other is entitled to nominate, directors
hereunder for the purpose of protecting such Shareholder's interest in, and relationship with, the
Corporation. Thus, in discharging their duties as directors, the directors shall be entitled to consider
exclusively the effect of a particular action on their respective nominating Shareholder and its Affiliates.
However, no director is excused from carrying out his fiduciary duty owed to the Corporation. No
director shall be disqualified from participating in the discussion or the vote on a particular action solely
because the action has an adverse or beneficial effect on, or directly or indirectly involves, such director's
respective nominating Shareholder or any Affiliate thereof.

4.07 Authority of Officers

The Board of Directors of the Corporation shall define limits of the authority of each
officer of the Corporation (including the President) acting for or on behalf of the Corporation and no
officer of the Corporation shall, without the express consent of the Board of Directors, act for or on behalf
of the Corporation outside the limits of such authority so defined.

.08 Reporting

On a monthly basis, scheduled in advance, commencing on June 15, 2010, the President
will hold a meeting of the Board of Directors and report on all material variations to the Business Plan
and Budget and any other material event. On a quarterly basis commencing December 15, 2010, the
President shall deliver a written report to each of the Shareholders reviewing the financial performance of
the Corporation compared to the Business Plan and Budget within fifteen (15) days of the end of the
applicable month.

.09 Determination of Fair Market Value

The Shareholders agree acting reasonable with written justification, based on majority, to
set the fair market value of the Shares within sixty (60) days of the Corporation’s year end and set out the
valuation in Schedule “A”. If the Shareholders fail to agree on the fair market value of the Shares in any
fiscal year, the fair market value from the previous fiscal year shall apply, so long as such valuation has
been agreed to by the Shareholders in writing within the past twelve (12) months

.10 Dividend Policy

(a) Subject to the approval of a majority of the Board of Directors and the provisions of the
Business Corporations Act, in each fiscal year of the corporation, it is agreed that a minimum of fifty
percent (50%) of all monies eligible to be paid as dividends to the Shareholders shall be paid to the
Shareholders in each fiscal year.

(b) Any proceeds from the sale of all or substantially all the assets of the Corporation,
eligible to be paid as dividends to the Shareholders, shall be paid as dividends to the Shareholders as soon
as practicable after the closing of the sale.

ARTICLE 5.00
OPERATION AND FINANCING

5.01 Records

Proper books of account shall be kept by the Corporation and entries shall be made
therein of all matters, terms, transactions and things as are usually written and entered into the books of
account in accordance with generally accepted accounting principles and each of the Shareholders or his
nominees shall have free access at all times to examine and copy them and shall at all times furnish to the
others correct information, accounts and statements of and concerning all transactions pertaining to the
Corporation without any concealment or suppression.
5.02 Accountants

The Accountants of the Corporation shall be the firm of accountants such as the majority
of the Shareholders shall appoint from time to time and such Accountants shall, at the fiscal year end of
the Corporation and at such other times as they may be reasonably requested by the Shareholders, make
accountants review of the books and accounts of the Corporation and for such purposes, they shall have
access to all books of account, records and all vouchers, cheques, papers and documents of or to the
extent to which such books, records, vouchers, cheques, papers and documents relate to the Corporation;
provided that the Shareholders may require an audit of the books and accounts of the Corporation. Any
Shareholder, may at its own expense require an audit of the books and records of the Corporation.

5.03 Corporation's Bank

The Corporation shall maintain a bank account or bank accounts at such other bank, banks, trust
Corporation or trust companies as the Board of Directors shall from time to time determine. All bank
accounts shall be kept in the name of the Corporation and all cheques, bills, notes, drafts or other
instruments shall require the signatures of such individuals as the Board of Directors may from time to
time determine. All monies received from time to time for the account of the Corporation shall be paid
immediately into such bank account or accounts for the time being in operation, in the same drafts,
cheques, bills or cash in which they are received and all disbursements on account of the Corporation
shall be made by cheque on such bank, banks, trust Corporation or trust companies

5.04 Financing and Shareholder Guarantees

The Shareholders agree that all funds required for the purposes of the Corporation shall
be obtained, to the greatest extent possible, from capital markets, commercial sources or by borrowing
from a chartered bank or other lender. The decision whether such funds are required, from whom such
funds will be obtained and the terms and conditions of such transaction shall be determined by the Board
of Directors from time to time. The Shareholders shall not be required to directly or indirectly provide
any additional financing to the Corporation.

5.05 Financial Year, Records and Statements

(a) The financial year of the Corporation shall end on December 31st or such other date as
approved by the Shareholders.

(b) The President shall deliver or cause to be delivered to the Shareholders within fifteen
(15) days after each fiscal quarter end, a statement of operations of the Corporation for the preceding
quarter (showing, without limitation, revenues, cost of sales and net earnings for such quarter broken
down for each aspect of the business), a balance sheet of the Corporation as at the end of such quarter,
together with such other information as Shareholders may reasonably request and an analysis of any
material variations between the actual results for such quarter (and year to date) and the approved Budget
and Business Plan for such quarter (and year to date) and the reasons therefor. Within ninety (90) days
after the end of each fiscal year, the Corporation shall deliver to the Shareholders an unaudited earnings
statement and balance sheet of the Corporation and the related statements of shareholders' equity and
changes in financial position, with respect to such fiscal year, together with the report of the
Corporation's accountants thereon.

(c) Unless otherwise agreed by the Board of Directors, all charges, payments or fees, , paid
to a Shareholder or an affiliate during the preceding month shall be set forth in reasonable detail and the
Corporation shall deliver to each director, within fifteen (15) days after the end of each fiscal quarter, a
report describing in reasonable detail all such charges, fees or other payments to a Shareholder or an
affiliate of such Shareholder for the preceding fiscal quarter.
5.06 Signing Authority (Cheques, etc.)

Subject to Section 5.07, all cheques, promissory notes, bills of exchange and other
negotiable instruments to be signed, drawn, accepted or endorsed by the Corporation shall be signed,
drawn, accepted or endorsed by such persons as may be authorized from time to time by the Board of
Directors.

5.07 Signing Authority (General)

Only such agreements (including, without limiting the generality of the foregoing, notices
of termination thereof) and other documents (except negotiable instruments and other documents
hereinafter mentioned) as shall have been approved by the Board of Directors may be signed or executed
in the name of or on behalf of the Corporation, and only:

(a) the President together with the Vice-President; or

(b) the President together with the Secretary Treasurer; or

(c) such person or persons as may be specifically authorized by the Board of Directors

may so sign or execute such agreements or documents and, whenever they deem it necessary or useful,
affix thereto the corporate seal of the Corporation, provided that the President shall have the authority to
execute in the name of or on behalf of the Corporation agreements the subject matter of which shall not
exceed fifty thousand dollars ($50,000).

ARTICLE 6.00
RESTRICTIONS ON TRANSFER OF SHARES

6.01 Restrictions on Transfer
Except as otherwise provided for herein or as specifically consented to in writing by the
parties, the parties hereto shall not, and shall not make any agreement to, directly or indirectly sell, assign,
transfer, give, devise, bequeath, mortgage, pledge, hypothecate or otherwise dispose of, alienate or in any
way encumber or create a security interest in, or grant any option on, any of the shares in the capital of the
Corporation they respectively own or may own for any reason or purpose whatsoever. Any attempt to
accomplish or affect any or all of the acts prohibited hereby shall be null and void.

6.02 Right of First Refusal

(a) The Shareholders or any of them may sell all of their shares in the Corporation to a third
party provided that such shareholder (the "Offeree Shareholder") shall first have given the other
shareholder written notice of its intention to sell the said shares, which notice shall identify the name and
address of the third party and shall be accompanied by a copy of the third party's bona fide offer.

(b)For a period of sixty (60) days following receipt of the notice, the Offeree Shareholder shall
have an irrevocable option to purchase all of the Offering Shareholder's shares at the price and upon the
material terms specified in the third party offer. In the event that the Offeree Shareholder does not
exercise its option to purchase within the said sixty (60) day period, the Offering Shareholder shall have
the right to sell its shares to the third party, at the price and upon the terms and conditions set forth in the
notice, provided it does so within seventy five (75) days of the sending of the notice and provided that the
third party shall agree in writing to be bound by the terms of this Agreement and any amendments or
successors thereto then in effect, mutatis mutandis, at the time that the shares are tendered to it.

6.03 Piggyback Right

Subject to section 6.02, if at any time Shareholders who own fifty percent (50%) or more of the
issued and outstanding shares of the Corporation (the “Disposing Shareholders”) accept an offer pursuant
to Section 6.02, the Disposing Shareholders shall give the other shareholders (the “Piggyback
Shareholders”) written notice (the “Piggyback Terms Notice”) containing the terms and conditions of the
offer (the “Offer”) from the purchaser (the “Purchaser”). The Piggyback Shareholders shall have the right
to require as a condition of the sale by the Disposing Shareholders to the Purchaser that the Purchaser
purchase all, but not less than all, of the issued and outstanding shares in the capital of the Corporation
owned by the Piggyback Shareholders (the “Piggyback Shares”) upon the same terms and conditions as
contained in the Offer by giving written notice thereof, which shall be irrevocable, to the Disposing
Shareholders (the “Piggyback Notice”) within thirty (30) days after receipt of the Piggyback Notice. It
shall be a condition of such sale of the Piggyback Shares that the Purchaser shall purchase and the
Piggyback Shareholder shall sell, transfer and assign any and all indebtedness of the Corporation owing
to the Piggyback Shareholders on a dollar-for-dollar basis verified by the Accountants and adjusted to the
Time of Closing, together with all security held by such Piggyback Shareholder relating thereto. In
addition, any and all guarantees provided by the Piggyback Shareholder on account of loans to the
Corporation shall be released. If the Piggyback Shareholder shall be indebted to the Corporation, then the
Purchaser shall have the right to pay, satisfy and discharge such indebtedness out of the purchase monies
payable to such Piggyback Shareholder, and by such sum to reduce the amount payable to such Piggyback
Shareholder.

6.04 Drag Along Right

Subject to section 6.02, if at any time Shareholders who own fifty percent (50%) or more of the
issued and outstanding shares of the Corporation (“the Disposing Shareholders”) accept an offer pursuant
to Section 6.02, may elect to give the other shareholder (the “Drag Along Shareholders”) fifteen (15)
days’ written notice (the “Dragalong Notice”) containing the terms and conditions of the offer (the
“Offer”) from the third party purchaser (the “Purchaser”). The Drag Along Shareholders shall be required
to sell to the Purchaser all but not less than all of the issued and outstanding shares in the capital of the
Corporation owned by the Drag Along Shareholders (the “Drag Along Shares”), upon the same terms and
conditions as contained in the Offer. It shall be a condition of such sale of the Drag Along Shares that the
Purchaser shall purchase and the Drag Along Shareholder shall sell, transfer and assign any and all
indebtedness of the Corporation owing to the Drag Along Shareholder on a dollar-for-dollar basis verified
by the accountants and adjusted to the Time of Closing, together with all security held by such Drag
Along Shareholders relating thereto. In addition, any and all guarantees provided by a Drag Along
Shareholders on account of loans to the Corporation shall be released. If the Drag Along Shareholders
shall be indebted to the Corporation, then the Purchaser shall have the right to pay, satisfy and discharge
such indebtedness out of the purchase monies payable to such Drag Along Shareholders, and by such sum
to reduce the amount payable to such Drag Along Shareholders. In the event a Shareholder elects to
exercise the Drag Along Right contained in this paragraph, the provisions of this paragraph shall
supersede the provisions set out in Section 6.03 above.

ARTICLE 7.00
BUY/SELL ON DEATH

7.01 Death of a Shareholder
In this Article 7.00, the following terms shall have the following meanings:

(a) "Accountants" shall mean the accountants or accountants for the Corporation, as of the
date of death of a Deceased Shareholder or such other accounting firm as the Personal
Representative of the Deceased Shareholder and the Surviving Shareholder may mutually
agree upon.

(b) "Affected Shares" shall mean all of the issued and outstanding shares owned by the
Deceased Shareholder in the capital stock of the Corporation, immediately prior to the
time of death of the Deceased Shareholder. Upon the death of a Shareholder, the
Affected Shares shall include the shares in the capital of the Corporation owned by the
Deceased Shareholder, as applicable.

(c) "Deceased Shareholder" shall mean each Shareholder.

(d) "Fair Market Value" shall mean the value of the shares of the Corporation immediately
prior to the death in question, which value shall be mutually determined by the Estate of
the Deceased Shareholder and the Surviving Shareholders, or in default of such
agreement, by a qualified business valuator mutually agreed to or in default of such
agreement, by a firm mutually selected by the parties or, if the parties cannot agree on the
selection of a firm, by a firm selected by an arbitrator appointed by the parties pursuant to
the Arbitrations Act. Notwithstanding the foregoing, if the terms of Section 4.09 have
been complied with to establish the fair market value, the Fair Market Value shall be as
set out in Schedule “A”.

(e) "Insurance Policy" shall mean a policy of insurance held by the Corporation on the life of
a Shareholder or such other policy of insurance which the Corporation may hereafter
acquire on the life of a Shareholder.

(f) "Surviving Shareholder" shall mean each Shareholder.

7.02 Term Life Insurance/Fair Market Value

(a) The parties hereto acknowledge that the Corporation may acquire term life insurance on
life of any Shareholder as of the date herein.

(b) If the Corporation elects to redeem the Affected Shares as provided in Section 7.03, the
Corporation shall engage the Accountants to determine the Fair Market Value of the Affected Shares
unless determined pursuant to Section 4.09.

7.03 Death of a Shareholder

In the event of the death of the Deceased Shareholder, the Corporation may, within
Ninety (90) days of the date of the death of a Deceased Shareholder, elect to redeem and the personal
representative of the Deceased Shareholder shall then be obligated to sell all of his or its Affected Shares
in the capital stock of the Corporation at Fair Market Value and on such terms as hereinafter provided.

7.04 Purchase Price of Shares

The amount to be paid by the Corporation for the Affected Shares to be redeemed
hereunder shall be the Fair Market Value of such shares, as at the end of the fiscal quarter of the
Corporation immediately preceding the fiscal quarter in which the death occurred, or as determined
pursuant to Section 4.09. Such valuation shall, when delivered, shall be conclusive and binding on all
parties and shall not be subject to arbitration.

7.05 Payment of Purchase Price

The Affected Shares to be purchased by the Corporation pursuant to this Article 7.00
shall be purchased for cash equal to the Fair Market Value of those shares within one hundred eighty
(180) days of the later to occur of:

(a) the date of death of the Deceased Shareholder; and

(b) within thirty (30) days following the receipt by the Corporation of the insurance proceeds
payable on the death of the Deceased Shareholder if the Insurance Policy has been put in place on the
Deceased Shareholder.

7.06 Insurance Proceeds

If upon the death of the Deceased Shareholder the Corporation receives the proceeds of
any insurance held by the Corporation on the life of the Deceased Shareholder, then such proceeds shall
be used to fund the purchase of the Affected Shares which are required to be redeemed by the Corporation
under this Article 7.00.

7.07 Insurance Proceeds Insufficient

In the event that there are no insurance proceeds or there are insufficient proceeds of life
insurance from the Insurance Policy available to complete a redemption of the Affected Shares, then such
deficiency shall be satisfied by the issuance by the Corporation or the Surviving Shareholder(s), as the
case may be, of a promissory note for such deficiency bearing interest at the rate equal to the Prime Bank
Rate, plus one (1%) percent per annum and repayable over five (5) years in equal monthly instalments of
principal and interest amortized over a term of five (5) years, with the balance of principal and interest
due and payable on the fifth (5th) anniversary date of such promissory note.

7.08 Election under Income Tax Act (Canada)

To the extent of any addition made to the capital dividend account (as that term is defined
in the Income Tax Act (Canada) ) of the Corporation arising by virtue of the receipt by the Corporation of
the proceeds of the life insurance policies, the Corporation shall elect in the form and manner prescribed
by the Income Tax Act (Canada) that any dividend or deemed dividend resulting under that Act on the
redemption of the shares to be redeemed under this Article 7.00 shall be payable out of the capital
dividend account of the Corporation. To the extent of any remaining balance of such addition to the
capital dividend account of the Corporation, the Corporation shall elect in the form and manner prescribed
by the Income Tax Act (Canada) that any dividend declared pursuant to this Article shall be payable out of
the capital dividend account of the Corporation.

ARTICLE 8.00
INSURANCE

8.01 Life Insurance Policies

The Shareholders hereby acknowledge that, in order to ensure that sufficient funds will
be available for the purposes of Article 7.00 hereof, insurance policies may be obtained by the
Corporation, which shall be increased from time to time as may be required. The Shareholders further
acknowledge and agree that the provisions of this Article shall apply to any additional policy or policies
of insurance which may be obtained by the Corporation.

8.02 Payment of Premiums

If an Insurance Policy is obtained, the Corporation shall pay, as they become due, all
premiums in connection with the insurance policy or policies of which it is the owner and shall maintain
in good standing at all times such policy or policies and shall not deal in any manner with such policy or
policies and, without limiting the generality of the foregoing, shall not assign, transfer, dispose of,
surrender, borrow upon or in any way encumber such policy or policies.

8.03 Default in Payment of Premiums

In the event that the Corporation defaults in the payment of any premium, then any
Shareholder may and is hereby authorized, but not required to, pay the same as often as such default shall
occur and shall be reimbursed therefor by the Corporation and that Shareholder shall be entitled to
recover each amount so paid by salary, allowance, profit or other distribution or withdrawal to which the
Shareholder may then or at any time thereafter be entitled.

8.04 Proceeds Held in Trust

Upon the death of the life insured under any of the said policies during the term of this
Agreement, the Corporation shall collect the proceeds thereof as soon as possible and, if the Corporation
should be a Purchaser as defined in Article 7.00 hereof, shall hold such proceeds in trust and shall pay and
apply such proceeds or the amount thereof required in cash or by certified cheque or bank draft in and
towards the redemption price of the said shares of the Deceased Shareholder upon the Date of Closing as
the whole or part payment (depending on the amount of the said proceeds of insurance) of the amount
required to be paid upon the said Date of Closing in accordance with the provisions of this Agreement.

8.05 Transfer/Surrender of Policies

In the event that this Agreement should be cancelled by the consent of the parties hereto,
thereupon the ownership of the insurance policies hereto shall be transferred to the life insured of the said
policies, in consideration for the payment of the cash surrender value thereof, or if there be no cash
surrender value, then for the sum of One Hundred Dollars ($100) for each such policy; together, in either
event, with the full amount of any unexpired prepaid premiums for each such policy.

ARTICLE 9.00
BUY/SELL PROVISIONS (SHOTGUN CLAUSE)

INTENTIONALLY DELETED

ARTICLE 10.00
INCAPACITY OF A SHAREHOLDER
10.01 For purposes of this Article 10.00, the term "permanently incapacitated" shall mean such
physical or mental disability as shall incapacitate a Shareholder to such an extent that he is unable to carry
on the day-to-day activities of his life and it is reasonable to assume that such disability shall continue
indefinitely and his permanent incapacity has been so certified by a physician attending such Shareholder,
then he shall be deemed to be permanently incapacitated (the “Inactive Shareholder”).

10.02 Either the Corporation or the remaining active Shareholders ("Active Shareholders"), in
proportion to their shareholdings, shall have the right, within One Hundred and Twenty (120) days of the
date of such incapacity, upon giving notice in writing to such Inactive Shareholder or his Personal
Representative, to purchase from the Inactive Shareholder and the Inactive Shareholder shall have the
obligation to sell all and not less than all the shares held by such Inactive Shareholder in the capital stock
of the Corporation.

10.03 The purchase price per share, in the event the above-noted options is exercised, shall be
the fair market value of the shares (as defined in Section 10.05), divided by the total number of shares
then outstanding. If applicable, such determination of Fair Market Value shall be taken as at the end of
the fiscal quarter of the Corporation immediately preceding the fiscal quarter in which an option is
exercised pursuant to the provisions of this Article 10.00. In either event, the shares shall be purchased
and sold at 10:00 a.m. in the principal offices of the Corporation thirty (30) business days after the later
of:

(a) the date on which the Inactive Shareholder or the Active Shareholder, as the case may be,
has received or is deemed to have received notice in writing as set forth above; or

(b) the day on which the Fair Market Value has been determined.

10.04 On the closing date of this transaction, the Purchaser shall deliver to the Inactive
Shareholder a certified cheque or bank draft for five (5%) percent of the purchase price and a promissory
note for the balance of the Fair Market Value of the shares being purchased and sold, such note bearing
interest at the rate equal to the Prime Bank Rate, plus one (1%) percent per annum, payable in equal
monthly instalments of principal and interest amortized over and having a term of five (5) years.

.05 In this Article 10.00, Fair Market Value is defined as:

(a) the fair market value as determined pursuant to Section 4.09; or

(b) if the terms of Section 4.09 have not been complied with, the fair market value shall
mean the value of the Corporation mutually determined by the Inactive Shareholders and
the Active Shareholders, or in default of such agreement, by a qualified business valuator
mutually agreed to or in default of such agreement, by a firm mutually selected by the
parties or, if the parties cannot agree on the selection of a firm, by a firm selected by an
arbitrator appointed by the parties pursuant to Section 14.03

ARTICLE 11.00

BANKRUPTCY OR MARITAL PROPERTY ACT

11.01 (a) In each of the following events:

(i) the bankruptcy of a Shareholder (the "Bankrupt Shareholder");
then the other Shareholder (the "Remaining Shareholder") shall have the option, to purchase all of the
issued and outstanding shares owned by a Bankrupt Shareholder, upon providing the trustee in
bankruptcy or the Bankrupt Shareholder with notice in writing, within thirty (30) days following:

(ii) the date on which the Remaining Shareholder receives notice, in writing, that a
Shareholder makes an assignment of bankruptcy or is petitioned into bankruptcy.

(b) If, at any time while this Agreement is in effect, an application or proceeding under the
Marital Property Act , the Provision for Dependents Act or the Divorce Act (Canada) (in each case, as
amended or replaced from time to time) is commenced by any Shareholder or the spouse, former spouse
or dependant of any Shareholder to determine the entitlement of such spouse, former spouse or dependant
to a payment in respect of the net family property of such Shareholder or to support from such
Shareholder or his or her personal representative (hereinafter referred to as the "Relevant Shareholder")
and the Relevant Shareholder shall not have produced evidence reasonably satisfactory to the other
Shareholders, within thirty (30) days of the date on which such application or proceeding is commenced,
that the claims of such spouse, former spouse or dependant to such payment or support can be settled
without in any way, directly or indirectly, affecting, encumbering or interfering with the holding or voting
of shares owned by the Relevant Shareholder, then the Relevant Shareholder shall, on or before the
expiration of such period of thirty (30) days give written notice to the other Shareholders of the
commencement of such application or proceeding.

(c) Upon notice being delivered as aforesaid, a qualified business valuator mutually agreed
to by the parties (or failing agreement, appointed by an arbitrator in accordance with Section 14.03) shall
immediately arrange to conduct the valuation of all of the issued and outstanding shares (the “Shares”)
owned by such Bankrupt Shareholder or Relevant Shareholder and shall deliver his or its valuation
report within ninety (90) days following receipt of instructions to conduct such valuation for the
Remaining Shareholders. The valuation set out in such report shall be defined as the Fair Market Value.
Upon delivery of such notice the qualified business valuator shall conduct the valuation of the said shares
and the foregoing provisions dealing with valuation shall apply.

11.02 Purchase Price

If pursuant to Section 11.01, the Remaining Shareholder exercise his option to purchase
the Shares of a Bankrupt Shareholder or Relevant Shareholder:

(a) in the event of the purchase of Shares of a Relevant Shareholder, the purchase price shall
be ninety-five percent (95%) of the Fair Market Value of the Shares held by such Withdrawing
Employee; and

(b) in the event of the purchase of Shares of a Bankrupt Shareholder, the purchase price shall
be fifty percent (50%) of the Fair Market Value of the Shares held by such Bankrupt Shareholder.

11.03 Payment of Purchase Price

In the event that the Remaining Shareholder exercise his option or is obligated to
purchase the said shares of a Bankrupt Shareholder or Relevant Shareholder (collectively the "Selling
Shareholder") in accordance with Section 11.01, the purchase price shall be paid as set out in paragraph
10.04 and the closing of such transaction shall take place on the thirtieth (30th) Business Day (excluding
Saturdays, Sundays and holidays) following the date that the Fair Market Value of the said shares has
been determined.
11.04 In the event that the Remaining Shareholder exercise his option or is obligated to
purchase the Shares of the Bankrupt Shareholder or Relevant Shareholder in accordance with Section
11.01, the Selling Shareholder or his personal representative as the case may be shall execute whatever
consents are necessary and the Directors and Shareholders of the Corporation shall execute whatever
resolutions, by-laws, transfer agreements or any other documentation necessary in order to effect the
purchase of said Shares by the Remaining Shareholder from the Selling Shareholder.

11.05 Notwithstanding the foregoing, the Fair Market Value shall be defined as determined
pursuant to Section 4.09 if the terms of Section 4.09 have been complied with.

ARTICLE 12.00
GENERAL SALE PROVISIONS

12.01 Except as may otherwise be provided in this Agreement, the provisions of this Article
shall apply to any sale of transfer of shares of the Corporation pursuant to the terms of this Agreement,
mutatis mutandis.

12.02 For the purpose of this Article, the following terms shall have the following meanings:

(a) "Vendor" shall mean the vendor of shares of the Corporation;

(b) "Purchaser" shall mean the purchaser or purchasers of shares of the Corporation;

(c) "Purchased Shares" shall mean the shares of the Corporation to be transferred to the
Purchaser.

12.03 Vendor's Obligations at Closing

At the Time of Closing, the Vendor shall:

(a) deliver to the Corporation signed resignations of the Vendor or his or its nominees, if any,
as directors, officers and employees of the Corporation, as the case may be;

(b) assign and transfer to the Purchaser the Purchased Shares and, subject to the provisions of
Article 12.00, shall deliver the required share certificate(s) duly endorsed for transfer into the Purchaser's
name or as he or it may direct;

(c) do all other things required in order to deliver good and marketable title to the Purchased
Shares to the Purchaser free and clear of any claims, liens and encumbrances whatsoever including,
without limitation, the delivery of any governmental releases and declarations of transmission. Provided
that, if at the Time of Closing the Purchased Shares are not free and clear of all claims, liens and
encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which he or it may
have, purchase the Purchased Shares subject to such claims, liens and encumbrances. In that event, the
Purchaser shall, at the Time of Closing, assume all obligations and liabilities with respect to such claims,
liens and encumbrances and the purchase price payable by the Purchaser for the Purchased Shares shall be
satisfied, in whole or in part, as the case may be, by such assumption. The amount so assumed shall
reduce that portion of the purchase price payable at the Time of Closing and thereafter shall reduce
payments on account of the said purchase price in order of maturity;

(d) deliver to the Corporation a release by each of the Vendor and his or its nominees, if any,
of all his or its claims against the Corporation with respect to any matter or thing up to and including the
Time of Closing in his or its capacity as a director, officer, shareholder, employee or creditor of the
Corporation;
(e) either provide the Purchaser with evidence reasonably satisfactory to the Purchaser that
the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada) or
provide the Purchaser with a certificate pursuant to Subsection 116(2) of the Income Tax Act (Canada)
with a certificate limit in an amount not less than the purchase price for the Purchased Shares; provided
that if such evidence or certificate is not forthcoming, the Purchaser shall be entitled to make the payment
of tax required under Section 116 of the Income Tax Act (Canada) and to deduct such payment from the
purchase price for the Purchased Shares, the amount deducted to reduce that part of the purchase price
payable at the Time of Closing and thereafter to reduce payments on account of the said purchase price, in
order of maturity; and

(f) deliver to the Purchaser a release by each of the Vendor and his or its nominees, if any, in
his or its capacity as a director, officer, shareholder and employee of the Corporation of all of his
or its claims against each of the Purchaser and his or its nominees, if any, in his or its capacity as
a shareholder, director, officer and employee of the Corporation, except for any claims which
might arise out of the transactions of purchase and sale herein contemplated.

12.04 Release of Guarantees, Etc.

If, at the Time of Closing, the Vendor or any person, firm or corporation, for or on behalf
of the Vendor shall have any guarantees, securities or covenants lodged with any person, firm or
corporation to secure any indebtedness, liability or obligation of the Corporation and/or the Purchaser,
then the Purchaser shall use his/its reasonable best efforts to deliver up or cause to be delivered up to the
Vendor or cancel or cause to be cancelled such guarantees, securities and/or covenants at the Time of
Closing. If, notwithstanding such reasonable best efforts, the delivery up or cancellation of any such
guarantee, security or covenant is not obtained, the Purchaser shall deliver to the Vendor and/or the
person, firm or corporation which shall have provided such guarantee, security or covenant an indemnity
in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and
all claims, demands, costs, expenses, damages, liabilities and suits, paid, suffered or incurred by them
with respect to the said guarantee, security or covenant.

12.05 Purchaser's Obligations at Closing

At the Time of Closing, the Purchaser shall:

(a) deliver to each of the Vendor and his or its nominees, if any, a release by each of the
Purchaser and his or its nominees in his or its capacity as a director, officer and shareholder of the
Corporation of all his or its claims against each of the Vendor and his or its nominees in his or its capacity
as a shareholder, director or officer of the Corporation, except for any claims which may arise out of the
transactions of purchase and sale herein contemplated;

(b) cause the Corporation to deliver to each of the Vendor and his or its nominees a release
by the Corporation of all its claims against the Vendor and his or its nominees with respect to any matter
or thing arising as a result of the Vendor or his or its nominees being a shareholder, director or officer of
the Corporation;

(c) pay to the Vendor the amount of the purchase price as calculated herein, by cash or
certified cheque or bank draft as provided in the Agreement; and

(d) delivery of the applicable promissory note as provided in this Agreement.
12.06 Purchased Loan

If, at the Time of Closing, the Corporation is indebted to the Vendor in an amount
recorded on the books of the Corporation (the "Purchased Loan") and verified by the Accountants, the
Vendor shall sell to the Purchaser and the Purchaser shall purchase from the Vendor the Purchased Loan
at the Time of Closing and, subject to the provisions of this Section 12.06, the amount of the Purchased
Loan shall be added to the purchase price for the Purchased Shares then being purchased and sold and
shall be payable in accordance with the provisions herein contained for the payment of such purchase
price.

Provided that if on the Calculation Date (as hereinafter defined) the Corporation is
insolvent within the meaning of the Bankruptcy and Insolvency Act (Canada) (as determined by the
Accountants in their absolute discretion) then the purchase price for the Purchased Loan shall be an
amount equal to the Fair Market Value thereof (as defined below) on the Calculation Date as determined
by the Accountants in their absolute discretion. In arriving at such valuation, the Accountants shall take
into account and apply generally accepted accounting and valuation principles and such Accountants shall
be deemed to be acting as experts and not as umpires or arbitrators. The valuation arrived at by the
Accountants shall, in the absence of fraud, be final and binding, clerical errors accepted, and no appeal
shall lie therefrom.

For the purposes of this Section, "Calculation Date" means the Date of Closing (as
defined in Article 7.00 hereof) if the subject transaction of purchase and sale arises pursuant to the
provisions of Article 7.00 or Article 10.00 or Article 11.00 hereof and the date of the financial statements
of the Corporation, if the subject transaction of purchase and sale arises pursuant to the provisions of
Article 9.00 hereof.

At the Time of Closing, the Vendor shall do all things required in order to assign the
Purchased Loan to the Purchaser, free and clear of any claims, liens, encumbrances and any rights of set-
off.

Provided that if, at the Time of Closing, the Purchased Loan is not free and clear of all
claims, liens, encumbrances and rights of set-off, the Purchaser may, without prejudice to any other rights
which it or he may have, purchase the Purchased Loan subject to such claims, liens, encumbrances and
rights of set-off. In that event, the Purchaser shall, at the Time of Closing, assume all obligations and
liabilities with respect to such claims, liens and encumbrances. The amount so assumed shall reduce that
portion of the purchase price for the Purchased Shares and the Purchased Loan which is payable at the
Time of Closing and thereafter shall reduce payments on account of such purchase price in order of
maturity. If the Purchased Loan is subject to a right of set-off, only the net amount, if any, of the
Purchased Loan (after deducting the amount to be set-off) shall be added to the purchase price for the
Purchased Shares and such net amount shall be payable in accordance with the provisions herein
contained for the payment of the purchase price of the Purchased Shares.

12.07 Reduction of Purchase Price

If, at the Time of Closing, the Vendor is indebted to the Corporation in an amount
recorded on the books of the Corporation and verified by the Accountants, the Purchaser shall have the
right to pay or satisfy all or any portion of the such indebtedness and to receive and take credit against the
purchase price for the Purchased Shares, and, if applicable, the Purchased Loan for the amount so paid on
account of the indebtedness. Such amount so paid or satisfied shall reduce that portion of the purchase
price payable at the Time of Closing and thereafter shall reduce payments on account of the said purchase
price in order of maturity.

12.08 Vendor's Failure to Close
If, at the Time of Closing, the Vendor fails to complete the subject transaction of purchase
and sale, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to
any other rights which he or it may have, upon payment of that part of the purchase price payable to the
Vendor at the Time of Closing, to the credit of the Vendor in the main branch of the Corporation's bankers
in the municipality where the Corporation's bank accounts are maintained, to execute and deliver, on
behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations or other
documents that may be necessary to complete the subject transaction and the Vendor hereby irrevocably
appoints the Purchaser his or its attorney in that behalf.

12.09 Ordinary Course of Business

If the provisions of Articles 7.00 or 9.00 hereof become applicable, then, from such date
until the Time of Closing, the Shareholders shall not do, nor cause, nor permit to be done anything except
that which is in the ordinary course of business of the Corporation.

ARTICLE 13.00

NON-COMPETITION/CONFIDENTIALITY

13.01 While a Shareholder of the Corporation, or if a Shareholder sells or transfers the shares
owned by such Shareholder (the "Selling Shareholder") then for a period of twenty-four (24) months
thereafter within North America, the Selling Shareholder shall not:

(a) directly or indirectly engage in, control, advise, manage, serve as a director,
office, employee of, act as consultant to, receive any economic benefit from or
exert any influence on any business which conducts activities or a business
which is competitive with those conducted by the Corporation (Note - we need
to clearly define the business of the Corporation);

(b) employ, solicit for employment, or encourage to leave the employment, any
person who was during the twenty-four (24) month period prior to such
employment, solicitation or encouragement, an officer or employee of the
Corporation;

(c) disturb or attempt to disturb any business relationship between any third party
and the Corporation; or

(d) make any statement to any third party, including the press or media, likely to
result in adverse publicity for the Corporation.

.02 This Section 13 shall apply to the shareholders of a Shareholders which is a corporation.

.03 Confidentiality

No Shareholder who is a party hereto will use or disclose to any Person, directly or
indirectly, any Confidential Information at any time hereafter, provided however, that
nothing in this section will preclude a Person from disclosing or using Confidential
Information if:
(a) the Confidential Information is available to the public or in the public domain at
the time of such disclosure or use, without breach of this Agreement;
(b) disclosure is required to be made by any law, regulation, governmental body or
authority or by court order; or

(c) disclosure is made to an arbitrator in connection with the resolution of a dispute
pursuant to Section 14.03.

Each party hereto acknowledges and agrees that the obligations under this section 13.03
are to remain in effect in perpetuity.

ARTICLE 14.00

GENERAL CONTRACT PROVISIONS

14.01 Share Legend

All share certificates of the Corporation shall have the following legend endorsed thereon
forthwith after the execution of this Agreement:

The shares represented by this certificate are subject to an agreement made among the
Common Shareholders and the Corporation. Notice of such agreement is hereby given
and a copy is available at the head office of the corporation.

14.02 Notices
Any notice or offer or other instrument in writing required to be mailed to a Shareholder
or the Corporation under the terms of this Agreement shall be sent by registered mail and shall be
addressed as follows:

or

or

THE OLD RIVER LODGE LIMITED

With a copy to Whitehead, Bird, Miles & Burke
Facsimile: (506) 458-1274

and mailed by registered mail, postage prepaid, or hand delivered or telefaxed to that address, and if
mailed as aforesaid any such notice will be deemed to be given on the fourth (4th) business day following
that upon which the letter containing the notice was posted. Any such notice as may be hand delivered or
delivered by telefax shall be deemed to have been received on the next business after the message has
been sent or the letter hand delivered.

14.03 Arbitration

Any dispute or difference between the parties hereto concerning questions of fact,
procedures, practices or standards relevant to this Agreement which cannot be resolved or settled by the
parties shall be settled and determined by arbitration. The provisions of this Section 14.03 shall be
deemed to constitute a "submission" within the meaning of the Arbitration Act of New Brunswick
(referred to this Section 14.03 as the "Arbitration Act") and the provisions of the Arbitration Act, except
to the extent that a contrary intention is expressed herein, shall apply to any arbitration hereunder. Either
Shareholder may at any time give written notice to the other of its desire to submit such dispute to
arbitration stating with reasonable particularity the subject matter of such dispute. Within five (5)
Business Days after receipt of such notice, the parties shall appoint a single arbitrator with appropriate
experience to determine such dispute. If the parties fail to appoint an arbitrator, any Shareholder may
apply to a Judge of the Court of Queen’s Bench of New Brunswick to appoint an arbitrator to determine
such dispute. The arbitrator so appointed shall forthwith proceed to arbitrate the dispute. The costs of the
arbitration shall be paid as determined by the arbitrator. Notwithstanding anything to the contrary
contained in the Arbitration Act, the award of the arbitrator shall be final and binding upon the parties and
all persons claiming through or under them but may be subject to review or appeal in any court of law or
equity. An award of the arbitrator is a condition precedent of the right of either party or any person
claiming through or under a party to bring any suit, action or other proceeding in any court of law or
equity against either party or any person claiming through or under a party or against the arbitrator in
respect of any matter for which arbitration is herein provided. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction and thereupon execution or other legal process
may issue thereon. The parties hereto and all persons claiming through or under them hereby attorn to the
jurisdiction of the arbitrator and the jurisdiction of any court in which the judgment may be entered.
Arbitration may not be waived except upon delivery by the parties of a written notice to that effect.

14.04 Undertaking to Perform

The parties shall sign such further and other documents, cause such meetings to be held,
resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be
done and performed such further and other acts and things as may be necessary or desirable in order to
give full effect to this Agreement and every part hereof.

14.05 Counterpart

This Agreement may be executed in several counterparts and by telefax, each of which so
executed shall be deemed to be an original and such counterparts together shall be but one and the same
instrument.

14.06 Time of Essence

Time shall be of the essence of this Agreement and of every part hereof and no extension
or variation of this Agreement shall operate as a waiver of this provision.

14.07 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect
to all of the matters herein and its execution has not been induced by, nor do any of the parties hereto rely
upon or regard as material, any representations or writings whatsoever not incorporated herein and made a
part hereof.
14.08 Heirs, Etc.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors, assigns and legal representatives.

14.09 Independent Legal Advice

Each of the parties hereto acknowledge that they have been afforded the opportunity of
receiving independent legal advice concerning this Agreement, and in the event that any party has
executed this Agreement without the benefit of independent legal advice, he hereby waives the right to
receive such independent legal advice.

.10 Ownership of Intellectual Property - Licenses

Intellectual Property developed by a Shareholder for the purposes of developing the
business of the Corporation shall be wholly owned by the Corporation.

.11 Indemnity by the Corporation

To the fullest extent permitted by law, the Corporation will indemnify the directors,
officers, former directors and former officers of the Corporation and its subsidiaries and the Shareholders
of the Corporation to the extent that such Shareholders exercise the rights, powers, duties and liabilities
of a director of the Corporation or a subsidiary pursuant to the provisions hereof and his or her heirs and
legal personal representatives, against all costs, charges and expenses, including any amount paid to settle
any action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or a subsidiary or by reason of acting or having acted as a director
of the Corporation or a subsidiary if:

(i) he or she acted honestly and in good faith with a view to the best interests of the
Corporation; and

(ii) in the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he or she had reasonable grounds for believing that his or
her conduct was lawful.

The intention of this section is that all persons referred to in this section will have all benefits provided
under the indemnification provisions of the Act to the fullest extent permitted by law, and the Corporation
will forthwith pass all resolutions and take such other steps as may be required to give full effect to this
section.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of this ___ day of
_________, 2010.

THE OLD RIVER LODGE LIMITED

_______________________________
Name:______________________________
Title:_______________________________
I have authority to bind the Corporation.

SIGNED, SEALED & DELIVERED )
in the presence of: )
)
)
___________________________________ ) ____________________________________
WITNESS )

)
)
)
)
____________________________________ ____________________________________
WITNESS )
SCHEDULE “A”

FAIR MARKET VALUE

Common
Share

2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “E2”
June 21, 2011

631019 N.B. Ltd. (o/a Blissfield Sporting Camps)
Page 2

Attention: Paul/Charlotte Michaels

Dear Paul/Charlotte:

Discussion Paper

We are pleased to propose the following Summary of Terms. This Summary of Terms is being presented for discussion
purposes only, and is not intended to be construed as a formal commitment nor intended to have any legal effect.

Borrower: Blissfield Sporting Camps Limited(the “Borrower”).

Lender: RBC Royal Bank (the “Bank”).

Purpose:! Segments (1) and (2) To finance development and construction costs of 3 log sleeping camps and
the renovation of main camp dining room and kitchen (the “Project”). New Dining Camp
Not more than $40k invices for BSC 5%

Segment (3) General expenses

Credit
Facilities: Segment (1) $500,000 non-revolving term facility under Canada Small Business Financing Loans
program (CSBFL) with attached government guarantee ?? Provincial or Federal ??

Segment (2) $300,000 regular non-revolving term facility

Segment (3) $10,000 Corporate Visa facility Names Paul Charlotte & Harold

Repayment: Segment (1) Borrowings are to be repaid by way of interest only for 11 months, commencing after
first advance, after which funds will be repaid by way of 109 equal payments, up to a total
amortization of 120 months.

Segment (2) Borrowings are to be repaid by way of interest only for 12 months, commencing after
first advance, after which funds will be repaid by way of 108 equal payments, up to a total
amortization of 120 months. Early repayment fees?

Segment (3) As per standard visa agreement Copy online www@rbc.com
Interest
Rates & Fees: Segment (1) Royal Bank Prime plus 3.00% What is APR currently.?
Segment (2) Royal Bank Prime plus 3.25% Expecting 2%?
Segment (3) Standard visa rates apply Current APR?

Arrangement Fee: $5,000 OK

Of this fee, the Bank requests receipt of $1500.00 with the Borrower’s acceptance of this Summary
of Terms. The deposit is payable for preparation of a credit application to be submitted for approval
to the Bank’s Risk Management Group. This deposit will be deemed earned by the Bank upon
presentation of an Offer to Finance, if not accepted by the Borrower. If a similar general structure
cannot be achieved, then this deposit will be refunded. The balance of the fee is payable upon
acceptance of an Offer to Finance. OK

Other Fees: $175 document preparation fee for the CSBFL under Segment (1) OK

2% set-up fee as per CSBFL program, i.e. $10,000 based on a CSBFL facility of $500,000 as per
Segment (2) – please note that this fee can be deducted from the loan proceeds Nego OK

Collateral
Page 3

Security: 1) Registered Mortgage for $800,000 providing the Bank with a valid first charge over the subject
properties as outlined in appraisal.

2) General Security Agreement Agreed

3) Guarantees satisfactory to the Bank joint and several from Paul Michaels & Charlotte Michaels
for a total amount of $435,000 ($250,000 under the CSBFL facility and $310,000 covering the
term facility and visa segments) Expalnation of the split?

4)Undertaking signed by the Borrower and Guarantors agreeing to complete the Project and to fund
from their own resources all cost overruns in excess of the aggregate costs set out in the Project
Budget as approved by the Bank as soon as such overruns arise or are identified by the Bank.
The Borrower will not be eligible for further draws until such cost overruns are covered. OK need
to be fixed by contarctors prior to commencement of works

5)General assignment of all construction contracts, planning approvals, permits and licences,
development agreements and contracts, project plans and specifications, and architect’s,
engineer’s and land surveyor’s contracts.

6)Assignment of Builders All Risk Insurance with loss payable to the Bank. SCL Riverbend & Harold
to arrabge prior to siging agrrements.

7)Postponement of Claim Paul Michaels, Postponement of Claim Charlotte Michaels.What is this ?

8)Business Loan Insurance in the amount of $800,000 Harold or RBC?

9)Other security as the Bank’s counsel deems reasonable.

Predisbursement
Conditions: 1) Receipt and satisfaction with all security, duly registered where required.

2) Evidence that all regulatory approvals have been obtained to permit the development of the
Project as contemplated. Done

3) Receipt and satisfaction with a Phase 1 Environmental Assessment concerning the
Project.Done

4) Engineers report confirming costs to date and cost to complete.

5) Updated personal net worth statements from all Guarantors accompanied with satisfactory
credit bureau checks.Done

6) Updated Appraisal addressed to RBC showing appraised value of no less than $2,000,000.
Done 4th July 2011 $3.5m

7) Deed of access to the highway. Harold to produce

8) Bills supporting the engineers report of costs to complete. SPL & Harold

Other Conditions: 1) All legal fees and other transaction costs are to be for the account of the Borrower. Need to
identify and cap

2)No funds are to be withdrawn from the Project without the Bank’s written consent and until all Bank
loans are fully repaid. Clarification required (Project & funds )

3)The engagement of (an independent engineer) to act on behalf of the Bank throughout the duration
of the Project, at the Borrowers expense. SCL or other Identify and cap cost in advance.
Page 4

4)Borrower to comply with the holdback provisions and other conditions of the Construction Lien Act.

5)Annual financial statements for the Borrower are to be provided annually within 120 days of fiscal
year end. Blair Ferris & Harold Moore to commit to the project and deadlines

6)Financial covenants to be in place as follows:

Debt service coverage ratio of no less than 1.25 : 1 calculated as of the end of Year 2 and
annually thereafter as follows:
Net income excluding extraordinary items before interest, income taxes, depreciation and
amortization (EBITDA), less corporate distributions and cash taxes, divided by all debt
servicing requirements of principal, interest and capital lease payments.

Debt to tangible net worth ratio not exceeding 2.50 : 1 calculated annually.

This Summary of Terms is for discussion purposes only and subject to approval. It should not be construed as a legally binding
commitment on behalf of the Royal Bank of Canada.

We would be pleased to discuss these terms and conditions at your convenience. If these terms and conditions are acceptable,
please acknowledge in the space provided below and return to the attention of the undersigned together with a $1,500.00
deposit by July 5, 2011.
Gmail - Re: Blissfields 050101 01:32

Paul Michaels <paulcharlottem@gmail.com>

Re: Blissfields
1 message

P & C Michaels <paulcharlottem@googlemail.com> 25 July 2011 10:36
To: "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com>

Steve

That is really great news!

Charlotte and I have just spent three days promoting our new lodges for 2012 at a country show in the UK.

We made some good contacts but more importantly got a commitment from a few people to fill some weeks for
next year.

Do you need anything from Charlotte and Me at this end.

Thanks a million for all your help

Speak later

Kindest
Paul

On 22 July 2011 13:48, Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> wrote:
Hey Guys,

Awesome news! Formal approval has been granted. We should see docs the first of the week!

Harold, once docs are signed, security has to be registered, and funds can be advanced. You're looking at funds
available the end of next week, but most likely the first week in Aug.

Hope you gents have a great weekend!

Cheers Steve

Stephen Banks | Commercial Account Manager CFS, RBC Royal Bank I Royal Bank of Canada | T: 506-
450-2311 | F: 506-452-0193 |

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FORM 460 (Rev 03/2011)

ROYAL BANK OF CANADA LOAN AGREEMENT DATE: July 27, 2011
BORROWER: 631019 N. B. INC. SRF: 284560232
ADDRESS (Street, City/Town, Province, Postal Code)
PO Box 3631 Station B, Fredericton, New Brunswick E3A 5L9

Royal Bank of Canada (the “Bank”) hereby confirms to the undersigned (the “Borrower”) the following credit facilities
(the “Credit Facilities”), banking services and other products subject to the terms and conditions set forth below and in
the standard terms provided herewith (collectively the “Agreement”). The Credit Facilities are made available at the sole
discretion of the Bank and the Bank may cancel or restrict availability of any unutilized portion of these facilities at any
time and from time to time without notice.

CREDIT FACILITIES
Facility #1 Variable rate term facility in the amount of $300,000. Repayable by consecutive monthly principal
payments of $2,777.78 plus interest based on a 108 month amortization. First payment is due 365 days from date of
drawdown. This loan has a 12 month term and all outstanding principal and interest is payable in full at the end of the
term. Interest rate: RBP+ 3.25% per annum. Interest payable monthly, in arrears, on the same day each period as
determined by the Bank.

Facility #2 VISA business to a maximum of $10,000 will be governed by this Agreement and separate agreements
between the Borrower and the Bank. In the event of a conflict between this Agreement and any such separate agreement,
the terms of the separate agreement will govern.

SECURITY
Security for the Borrowings and all other obligations of the Borrower to the Bank (collectively, the “Security”), shall
include:
a) General security agreement on the Bank’s form 924 signed by the Borrower constituting a first ranking security
interest in all personal property of the Borrower;
b) Guarantee and postponement of claim on the Bank’s form 812 in the amount of $310,000 signed by Paul Michaels;
c) Guarantee and postponement of claim on the Bank’s form 812 in the amount of $310,000 signed by Charlotte
Michaels;
d) Postponement and assignment of claim on the Bank’s form 918 signed by Paul Michaels;
e) Postponement and assignment of claim on the Bank’s form 918 signed by Charlotte Michaels;
f) Collateral mortgage in the amount of $810,000 signed by the Borrower constituting a first fixed charge on the lands
and improvements described as PID # 40466484, 40041642 and 40038234;
g) Letter of Undertaking signed by the Borrower, and the Guarantors;
h) Letter of Agreement signed by the Borrower regarding general assignment of all construction contracts, planning
approvals, permits and licenses, development agreements and contracts, project plans and specifications, and
architects, engineer’s and land surveyor’s contracts;
i) Letter of Agreement signed by the Borrower assigning Builders All risk Insurance with loss payable to the Bank.

FEES
Arrangement fee of $5,000 payable upon acceptance of this Agreement or as agreed upon between the Borrower and the
Bank.

FINANCIAL COVENANTS
In the event that the Borrower changes accounting standards, accounting principles and/or the application of accounting
principles during the term of this Agreement, all financial covenants shall be calculated using the accounting standards
and principles applicable at the time this Agreement was entered into.

ROYAL BANK OF CANADA LOAN AGREEMENT Page 1 of 3
Reports providing evidence of compliance with the following must be provided on or before the date (the “Covenant
Reporting Date”) which is 90 days after the end of the applicable period identified below. Without affecting or limiting the
right of the Bank to terminate or demand payment of, or cancel or restrict availability of any unutilized portion of any
demand or other discretionary facility, the Borrower covenants and agrees with the Bank that the Borrower will maintain,
to be measured at the end of each fiscal year:
i) Debt Service Coverage, of not less than 1.25:1;
ii) A ratio of Total Liabilities to Tangible Net Worth of not greater than 2.50:1.

REPORTING REQUIREMENTS
The Borrower will provide to the Bank:
a) Annual review engagement financial statements for the Borrower, within 90 days of each fiscal year end;
b) Annual personal statement of affairs for all Guarantors, who are individuals, within 90 days of the end of fiscal year of
the Borrower;
c) Such other financial and operating statements and reports as and when the Bank may reasonably require.

OTHER INFORMATION/REQUIREMENTS
In no event will the Credit Facilities or any part thereof be available unless the Bank has received:
a) Engineers report confirming costs to date and costs to complete; and
b) Short Environmental Questionnaire completed by the Borrower in respect of the property described as PID #
40466484, 40041642 and 40038234, and containing findings satisfactory to the Bank.

EVENTS OF DEFAULT
Without affecting or limiting the right of the Bank to terminate or demand payment of, or to cancel or restrict availability of
any unutilized portion of, any demand or other discretionary facility, each Event of Default shall entitle the Bank, in its sole
discretion, to cancel any Credit Facilities, demand immediate repayment in full of any amounts outstanding under any
term facility, together with outstanding accrued interest and any other indebtedness under or with respect to any term
facility, and to realize on all or any portion of any Security. The term Event of Default has the meaning set out in the Loan
Agreement Standard Terms (Form 472) and includes, without limitation, each of i) failure of the Borrower to pay any
principal, interest or other amount when due pursuant to this Agreement, ii) failure of the Borrower to observe any
covenant, condition or provision contained in this Agreement or in any documentation relating hereto or to the Security
and iii) if in the opinion of the Bank there is a material adverse change in the financial condition, ownership structure or
composition or operation of the Borrower, or any Guarantor if applicable.

BUSINESS LOAN INSURANCE PLAN
This group creditor insurance program, underwritten by Sun Life Assurance Company of Canada, is offered to borrowers
and provides life and disability insurance on eligible owner(s)/partner(s)/management of the Borrower for the Borrowings.
To apply for this insurance, a Business Loan Insurance Plan Application (form 3460) must be completed for each
proposed insured. This plan is subject to terms, conditions, exclusions and eligibility restrictions. Please see the Business
Loan Insurance Plan Certificate of Insurance for full details. Business Loan Insurance Plan premiums, if applicable, are
taken with your scheduled loan payments. In the case of blended payments of principal and interest, as premiums
fluctuate based on various factors such as, by way of example, the age of the insured and changes to the insured loan
balance, a part of the premium payment may be deducted and taken from the scheduled blended loan payment with the
result that the amortization period may increase in the case of any such loan to which this coverage applies. Refer to the
Business Loan Insurance Plan application (form 3460 Eng or 53460 Fr) for further explanation and disclosure.
The Borrower(s), by signing below, acknowledges that life and disability insurance for Borrowings was offered under the
Business Loan Insurance Plan, and that:
[X] Any applications for this insurance have been made and may be subject to approval, as outlined in the Certificate of
Insurance which the Borrower has received.
[ ] The offer of insurance has been waived.
[ ] The owner(s)/partner(s)/management of the Borrower(s) are ineligible for this insurance (under 18 or over age 64), or
the credit facilities, banking services or other products provided for in this Agreement are not eligible for this
insurance.
[ ] The Borrowings currently have Business Loan Insurance Plan coverage, and no increase in coverage has been
requested.
If there are any discrepancies between the insurance information above, and the Business Loan Insurance Plan
documents regarding the Borrowings, the Business Loan Insurance Plan documents govern.
ROYAL BANK OF CANADA LOAN AGREEMENT Page 2 of 3
STANDARD TERMS
The following standard terms have been provided to the Borrower:
[X] Form 472 (03/2011) Royal Bank of Canada Loan Agreement - Standard Terms
[ ] Form 473 (10/2008) Royal Bank of Canada Loan Agreement - Margined Account Standard Terms
[X] Form 473A (03/2011) Royal Bank of Canada Loan Agreement - RBC Covarity Terms and Conditions
[X] Form 475 (11/2009) Royal Bank of Canada Loan Agreement - Financial Covenants Standard Terms
[ ] Form 476 (09/2006) Royal Bank of Canada Loan Agreement - FEF Contract Standard Terms

ACCEPTANCE
This Agreement is open for acceptance until August 29, 2011, after which date it will be null and void, unless extended in
writing by the Bank.

ROYAL BANK OF CANADA

Per:
Name: Stephen Banks
Title: Account Manager
Phone: 506-450-2311

CONFIRMATION & ACCEPTANCE
The Borrower (i) confirms that it has received a copy of the Royal Bank of Canada Loan Agreement
Standard Terms, form 472 (03/2011), as well as all other standard terms which are hereinabove shown
as having been delivered to the Borrower, all of which are incorporated in and form an integral part of
this Agreement; and (ii) accepts and agrees to be bound by the terms and conditions of this Agreement
including all terms and conditions contained in such standard terms.

Confirmed, accepted and agreed this day of , 2011.

631019 N. B. INC.

Per:
Name:
Title:

Per:
Name:
Title:

ROYAL BANK OF CANADA LOAN AGREEMENT Page 3 of 3
FORM 86206 (Rev Apr /09)
“
Registered trademark of Royal Bank of Canada. RBC Royal Bank is a registered trademark of Royal Bank of Canada.
ROYAL BANK OF CANADA LOAN AGREEMENT - CSBFL DATE: July 27, 2011
BORROWER: 631019 N.B. INC. SRF: 284-560-232
ADDRESS
790 Howard Road,
Fredericton, New Brunswick,
E9B 2C9

Royal Bank of Canada (the “Bank”) hereby confirms to the undersigned (the “Borrower”) the following credit facilities
(each a “Credit Facility” and, collectively, the “Credit Facilities”), issued pursuant to the requirements of the Canada
Small Business Financing Loans Act, subject to the terms and conditions set forth below and in the standard terms
provided herewith (collectively the “Agreement”). This Agreement is separate and in addition to any other agreements
which may exist between the Borrower and the Bank. The Credit Facilities are made available at the sole discretion of the
Bank and the Bank may cancel or restrict availability of any unutilized portion of these facilities at any time and from time
to time without notice.

CREDIT FACILITIES
Facility # 1 Variable rate term facility in the amount of $500,000.00. Repayable by consecutive monthly principal
payments of $4,587.16 plus interest based on a 120 month amortization (monthly payment calculated on 109 months)
First payment is due 330 days after first drawdown (11 months). This loan has a 12 month term and all outstanding
principal and interest is payable in full at the end of the term. Interest rate: RBP+3.00% per annum. Interest payable
monthly, in arrears, on the same day each period as determined by the Bank.

SECURITY
Security for the Borrowings and all other obligations of the Borrower to the bank (collectively, the “Security”), shall
include:
x General security agreement on the Bank’s form 924 signed by the Borrower constituting a first ranking security
interest in all personal property of the Borrower ;
x Guarantee and postponement of claim on the Bank’s form 812 in the amount of $125,000.00 signed jointly and
severally by Paul Michaels and Charlotte Michaels ;
x Collateral mortgage in the amount of $810,000.00 signed by the Borrower constituting a first fixed charge on the
lands and improvements located at Old River Lodge, 40 Greene Bye Rd, Blissfield, NB E9C 1L4, described as of
PID's # 40466484, 40041642 and 40038234 ;
x Postponement and assignment of claim on the Bank’s form 918 signed by Paul Michaels ;
x Postponement and assignment of claim on the Bank’s form 918 signed by Charlotte Michaels.
OTHER INFORMATION/REQUIREMENTS
The obligation of the Bank to make available any Borrowing is conditional upon the receipt of :
x Evidence that all regulatory approvals have been obtained to permit the development of the Project as
contemplated.
x Receipt and satisfaction with a Phase 1 Environmental Assessment concerning the Project.
x Engineers report confirming costs to date and cost to complete.
x Updated personal net worth statements from all Guarantors accompanied with satisfactory credit bureau
checks.
x Updated Appraisal addressed to RBC showing appraised value of no less than $2,000,000.
x Deed of access to the highway.
x Bills supporting the engineers report of costs to complete

FEES
Security Document Preparation Fee: $175.00

REPORTING REQUIREMENTS
The Borrower will provide to the Bank:
x Annual accountant prepared review engagement financial statements not later than 90 days after each fiscal year
end ;
ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 1 of 7
x Annual personal statement of affairs to be provided on Bank form and duly signed by Paul Michaels and Charlotte
Michaels within 90 days of the end of every fiscal year of the Borrower ;
x Such other financial and operating statements and reports as and when the Bank may reasonably require.

EVENTS OF DEFAULT
Each Event of Default shall entitle the Bank, in its sole discretion, to cancel any Credit Facility, demand immediate
repayment in full of any amounts outstanding under any Credit Facility, together with outstanding accrued interest and any
other indebtedness under or with respect to any Credit Facility, and to realize on all or any portion of any Security. The
term Event of Default has the meaning set out in the standard terms provided herewith.

BUSINESS LOAN INSURANCE PLAN
This group creditor insurance program, underwritten by Sun Life Assurance Company of Canada, is offered to borrowers
and provides life and disability insurance on eligible owner(s)/partner(s)/management of the Borrower for the Borrowings.
To apply for this insurance, a Business Loan Insurance Plan Application (form 03460) must be completed for each
proposed insured. This plan is subject to terms, conditions, exclusions and eligibility restrictions. Please see the Business
Loan Insurance Plan Certificate of Insurance for full details. Business Loan Insurance Plan premiums, if applicable, are
taken with your scheduled loan payments. In the case of blended payments of principal and interest, as premiums
fluctuate based on various factors such as, by way of example, the age of the insured and changes to the insured loan
balance, a part of the premium payment may be deducted and taken from the scheduled blended loan payment with the
result that the amortization period may increase in the case of any such loan to which this coverage applies. Refer to the
Business Loan Insurance Plan application (form 03460) for further explanation and disclosure.

The Borrower(s), by signing below, acknowledges that life and disability insurance for Borrowings was offered under the
Business Loan Insurance Plan, and that:
[ ] Any applications for this insurance have been made and may be subject to approval, as outlined in the Certificate of
Insurance which the Borrower has received,
[ ] The offer of insurance has been waived,
[ ] The owner(s)/partner(s)/management of the Borrower(s) are ineligible for this insurance (under 18 or over age 64) or
the Credit Facilities provided for in this Agreement are not eligible for this insurance,
[ ] The Borrowings currently have Business Loan Insurance Plan coverage, and no increase in coverage has been
requested

If there are any discrepancies between the insurance information above and the Business Loan Insurance Plan
documents regarding the Borrowings, the Business Loan Insurance Plan documents govern.

ACCEPTANCE
This Agreement is open for acceptance until August 26, 2011, after which date it will be null and void, unless extended in
writing by the Bank.

ROYAL BANK OF CANADA

Per: ________________________________
Name: Stephen Banks
Title: Account Manager
Phone: 506-450-2311

CONFIRMATION & ACCEPTANCE
The Borrower i) confirms that it has received a copy of this Agreement and ii) accepts and agrees to be bound by the
terms and conditions of this Agreement including all terms and conditions set forth above and the standard terms
provided herewith.

Confirmed, accepted and agreed this _______ day of ________________, 2011.

ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 2 of 7
631019 N.B. INC.

Per:_________________________________

Name:_______________________________

Title:________________________________

Per:_________________________________

Name:_______________________________

Title:________________________________

ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 3 of 7
ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL - STANDARD TERMS
The following set of standard terms is included in and forms an integral part of the Royal Bank of Canada Loan Agreement - CSBFL. Terms defined
elsewhere in this Agreement and not otherwise defined below have the meaning given to such terms as so defined. The Borrower agrees with the Bank
as follows:

CONDITIONS PRECEDENT
In no event will the Credit Facilities or any part thereof be available unless the Bank has received:
a) a duly executed copy of this Agreement;
b) the Security provided for herein, in form and substance, and executed and registered to the satisfaction of the Bank;
c) such financial and other information or documents relating to the Borrower or any Guarantor if applicable as the Bank may reasonably require; and
d) such other authorizations, approvals, opinions and documentation as the Bank may reasonably require.

AVAILABILITY
The Borrower may borrow up to the amount of each Credit Facility provided that the Credit Facilities are made available at the sole discretion of the
Bank and the Bank may cancel or restrict availability of any unutilized portion of the Credit Facilities at any time and from time to time.

REPAYMENT
a) Amounts outstanding under the Credit Facilities, together with interest, shall become due in the manner and at the rates and times specified in or
pursuant to this Agreement and shall be paid in the currency of the Borrowing. Amounts due on a day other than a Business Day shall be deemed
to be due on the Business Day next following such day.
b) Unless the Bank otherwise agrees, any payment hereunder must be made in money which is legal tender at the time of payment.
c) Where any Borrowings are repayable by scheduled blended payments of principal and interest, such payments shall be applied, firstly, to interest
due, and the balance, if any, shall be applied to principal outstanding with any balance of such Borrowings being due and payable as and when
specified in this Agreement. If any such payment is insufficient to pay all interest then due, the unpaid balance of such interest will be added to such
Borrowing, will bear interest at the same rate, and will be payable on demand or on the date specified herein, as the case may be.
d) Borrowings repayable by way of scheduled payments of principal plus interest shall be so repaid with any balance of such Borrowings being due
and payable as and when specified in this Agreement.
e) Should the Bank demand immediate repayment in full of any amounts outstanding under any term facility due to an Event of Default, the Borrower
shall immediately repay all principal sums outstanding under such facility and all other obligations in connection with any such term facility.
f) Any amount that is not paid when due hereunder shall bear interest until paid at the rate of RBP plus 5% per annum. Such interest on overdue
amounts shall be computed daily, compounded monthly and shall be payable both before and after any or all of default, maturity, demand and
judgement.

PREPAYMENT
Where Borrowings under any term facility are by way of RBP based loans, the Borrower may prepay such Borrowings in whole or in part at any time
without fee or premium. Where Borrowings under any term facility are at a fixed interest rate, provided an Event of Default shall not have occurred and
be continuing, the Borrower may prepay such Borrowings on a non-cumulative basis up to the percentage indicated in this Agreement of the outstanding
principal balance on the day of prepayment, without fee or premium, once per year during the 12 month period from each anniversary date of the
Borrowing. Prepayments greater than the amounts provided for herein may be made only with the prior written consent of the Bank and will be subject to
a prepayment fee determined by the Bank, in its sole discretion. The prepayment of any Borrowings under a term facility will be made in the reverse
order of maturity.

RENEWAL
Provided that nothing contained in this paragraph shall confer any right of renewal or extension upon the Borrower. The Borrower and the Bank agree
that, at the Bank's option, the Bank may provide a renewal letter to the Borrower setting out the terms upon which the Bank is prepared to extend the
term loan facility ("Renewal Letter"). In the event that the Bank provides a Renewal Letter to the Borrower and the term loan facility is not repaid on or
before the maturity date, then at the Bank's option the term loan facility shall be automatically renewed on the terms set out in the Renewal Letter and
the terms of this agreement shall be amended accordingly.

EVIDENCE OF INDEBTEDNESS
The Bank shall maintain accounts and records (the "Accounts") evidencing the Borrowings made available to the Borrower by the Bank under this
Agreement. The Bank shall record the principal amount of such Borrowings, the payment of principal and interest on account of the Borrowings, and all
other amounts becoming due to the Bank under this Agreement. The Accounts constitute, in the absence of manifest error, conclusive evidence of the
indebtedness of the Borrower to the Bank pursuant to this Agreement. The Borrower authorizes and directs the Bank to automatically debit, by
mechanical, electronic or manual means, any bank account of the Borrower for all amounts payable under this Agreement, including, but not limited to,
the repayment of principal and the payment of interest, fees and all charges for the keeping of such bank accounts.

CALCULATION AND PAYMENT OF INTEREST AND FEES
a) The Borrower shall pay interest on each fixed and/or variable rate term facility in arrears at the applicable rate on such date as agreed upon
between the Bank and the Borrower. Such interest will be calculated monthly and will accrue daily on the basis of the actual number of days
elapsed and a year of 365 days.
b) Amounts payable by the Borrower hereunder shall be paid at such place as the Bank may advise from time to time. Amounts due on a day other
than a Business Day shall be deemed to be due on the Business Day next following such day. Interest and fees payable under this Agreement are
payable both before and after any or all of default, maturity, demand and judgement.
c) The Borrower shall not be obligated to pay any interest, fees or costs under or in connection with this Agreement in excess of what is permitted by
Applicable Law.
d) The annual rates of interest or fees to which the rates calculated in accordance with this Agreement are equivalent, are the rates so calculated
multiplied by the actual number of days in the calendar year in which such calculation is made and divided by 365.

EXPENSES, ETC.
The Borrower agrees to pay the Bank all fees, as stipulated in this Agreement. The Borrower also agrees to pay all fees (including legal fees), costs and
expenses incurred by the Bank in connection with preparation, negotiation and documentation of this Agreement and any Security and the operation,
enforcement or termination of this Agreement and the Security. The Borrower shall indemnify and hold the Bank harmless against any loss, cost or
expense incurred by the Bank if any facility under the Credit Facilities is repaid or prepaid other than on its maturity date. The determination by the Bank
of such loss, cost or expense shall be conclusive and binding for all purposes and shall include, without limitation, any loss incurred by the Bank in
liquidating or redeploying deposits acquired to make or maintain any facility.
ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 4 of 7
GENERAL COVENANTS
Without affecting or limiting the right of the Bank to terminate or demand payment of, or cancel or restrict availability of any unutilized portion of, any
Credit Facility, the Borrower covenants and agrees with the Bank that the Borrower:
a) will pay all sums of money when due under the terms of this Agreement;
b) will immediately advise the Bank of any event which constitutes or which, with notice, lapse of time or both, would constitute an Event of Default;
c) will file all material tax returns which are or will be required to be filed by it, pay or make provision for payment of all material taxes (including
interest and penalties) and Potential Prior-Ranking Claims, which are or will become due and payable and provide adequate reserves for the
payment of any tax, the payment of which is being contested;
d) if a corporation or partnership, will give the Bank 30 days prior notice in writing of any intended change in its ownership structure or composition
and will not make or facilitate any such changes without the prior written consent of the Bank;
e) will comply with all Applicable Laws, including, without limitation, all Environmental Laws;
f) will immediately advise the Bank of any action requests or violation notices received concerning the Borrower;
g) will deliver to the Bank such financial and other information as the Bank may reasonably request from time to time, including, but not limited to, the
reports and other information set out under this Agreement;
h) will immediately advise the Bank of any unfavourable change in its financial position which may adversely affect its ability to pay or perform its
obligations in accordance with the terms of this Agreement;
i) will not, without the prior written consent of the Bank, grant, create, assume or suffer to exist any mortgage, charge, lien, pledge, security interest or
other encumbrance affecting any of its properties, assets or other rights;
j) will not, without the prior written consent of the Bank, sell, transfer, convey, lease or otherwise dispose of any of its properties or assets other than
in the ordinary course of business and on commercially reasonable terms;
k) will not, without the prior written consent of the Bank, guarantee or otherwise provide for, on a direct, indirect or contingent basis, the payment of
any monies or performance of any obligations by any other Person, except as may be provided for herein;
l) if a corporation or partnership will not, without the prior written consent of the Bank, merge, amalgamate, or otherwise enter into any other form of
business combination with any other Person;
m) will keep its assets fully insured against such perils and in such manner as would be customarily insured by Persons carrying on a similar business
or owning similar assets;
n) will permit the Bank or its representatives, from time to time, to visit and inspect the Borrower’s premises, properties and assets and examine and
obtain copies of the Borrower’s records or other information and discuss the Borrower’s affairs with the auditors, counsel and other professional
advisers of the Borrower.
o) will not use the proceeds of any Credit Facility for the benefit or on behalf of any Person other than the Borrower.

REVIEW
The Bank may conduct annual or periodic reviews of the affairs of the Borrower, as determined by the Bank and timely advised to the Borrower, for the
purpose of determining the financial performance of the Borrower, and the Borrower shall make available to the Bank such information as the Bank may
reasonably require and shall do all things reasonably necessary to facilitate such review by the Bank.

GENERAL INDEMNITY
The Borrower hereby agrees to indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against any and all
claims, suits, actions, demands, debts, damages, costs, losses, obligations, judgements, charges, expenses and liabilities of any nature which are
suffered, incurred or sustained by, imposed on or asserted against any such Person as a result of, in connection with or arising out of i) any Event of
Default or breach of any term or condition of this Agreement or any Security by the Borrower (whether or not constituting an Event of Default), ii) the
Bank acting upon instructions given or agreements made by electronic transmission of any type, iii) the presence of Contaminants at, on or under or the
discharge or likely discharge of Contaminants from, any properties now or previously used by the Borrower and iv) the breach of or non compliance with
any Applicable Law by the Borrower.

AMENDMENTS AND WAIVERS
No amendment or waiver of any provision of this Agreement will be effective unless it is in writing, signed by the Borrower and the Bank. No failure or
delay, on the part of the Bank, in exercising any right or power hereunder or under any Security shall operate as a waiver thereof.

SUCCESSORS AND ASSIGNS
This Agreement shall extend to and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted
assigns. The Borrower shall not be entitled to assign or transfer any rights or obligations hereunder, without the consent in writing of the Bank.

GAAP
Unless otherwise provided, all accounting terms used in this Agreement shall be interpreted in accordance with Canadian Generally Accepted
Accounting Principles in effect from time to time, applied on a consistent basis from period to period. Any change in accounting principles or the
application of accounting principles, including, without limitation, the use of differential reporting (or any changes to the selection of differential reporting
options) is only permitted with the prior written consent of the Bank.

SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement
and such invalid provision shall be deemed to be severable.

DEFAULT BY LAPSE OF TIME
The mere lapse of time fixed for performing an obligation shall have the effect of putting the Borrower in default thereof.

SET-OFF
The Bank is authorized (but not obligated), at any time and without notice, to apply any credit balance (whether or not then due) in any account in the
name of the Borrower, or to which the Borrower is beneficially entitled (in any currency) at any branch or agency of the Bank in or towards satisfaction of
the indebtedness of the Borrower due to the Bank under the Credit Facilities and the other obligations of the Borrower under this Agreement. For that
purpose, the Bank is irrevocably authorized to use all or any part of any such credit balance to buy such other currencies as may be necessary to effect
such application.

CONSENT OF DISCLOSURE
The Borrower hereby grants permission to any Person having information in such Person’s possession relating to any Potential Prior-Ranking Claim, to
release such information to the Bank (upon its written request), solely for the purpose of assisting the Bank to evaluate the financial condition of the
ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 5 of 7
Borrower.

JOINT AND SEVERAL/SOLIDARY
Where more than one Person is liable as Borrower, for any obligation under this Agreement, then the liability of each such Person for such obligation is
joint and several (in Quebec, solidary) with each other such Person.

EVENTS OF DEFAULT
Without affecting or limiting the right of the Bank to terminate or demand payment of, or to cancel or restrict availability of any unutilized portion of, any
Credit Facility, each of the following shall constitute an "Event of Default" which shall entitle the Bank, in its sole discretion, to cancel any Credit Facility,
demand immediate repayment in full of any amounts outstanding under any Credit Facility, together with outstanding accrued interest and any other
indebtedness under or with respect to any Credit Facility, and to realize on all or any portion of any Security:
a) failure of the Borrower to pay any principal, interest or other amount when due pursuant to this Agreement;
b) failure of the Borrower to observe any covenant, condition or provision contained in this Agreement or in any documentation relating hereto or to
the Security;
c) the Borrower, or any Guarantor if applicable, is unable to pay its debts as such debts become due, or is, or is adjudged or declared to be, or admits
to being, bankrupt or insolvent;
d) if any proceeding is taken to effect a compromise or arrangement with the creditors of the Borrower, or any Guarantor if applicable, or to have the
Borrower, or any Guarantor if applicable, declared bankrupt or wound up, or to have a receiver appointed for any part of the assets or operations of
the Borrower, or any Guarantor if applicable, or if any encumbrancer takes possession of any part thereof;
e) if in the opinion of the Bank there is a material adverse change in the financial condition, ownership structure or composition or operation of the
Borrower, or any Guarantor if applicable;
f) if any representation or warranty made by the Borrower in any document relating hereto or under any Security shall be false in any material
respect; or
g) if the Borrower, or any Guarantor if applicable, defaults in the payment of any other indebtedness, whether owing to the Bank or to any other
Person, or defaults in the performance or observance of any agreement in respect of such indebtedness where, as a result of such default, the
maturity of such indebtedness is or may be accelerated.

LANGUAGE
The parties hereto have expressly requested that this Agreement and all related documents, including notices, be drawn up in the English language. Les
parties ont expressément demandé que la présente convention et tous les documents y afférents, y compris les avis, soient rédigés en langue anglaise.

WHOLE AGREEMENT
This Agreement and any documents or instruments referred to in, or delivered pursuant to, or in connection with, this Agreement constitute the whole
and entire agreement between the Borrower and the Bank with respect to the Credit Facilities.

GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province in which the branch of the Bank, which is the
Borrower’s branch of account, is located, and the laws of Canada applicable therein, as the same may from time to time be in effect. The Borrower
irrevocably submits to the non-exclusive jurisdiction of the courts of such Province and acknowledges the competence of such courts and irrevocably
agrees to be bound by a judgment of any such court.

NOTICES
Any notice or demand to be given by the Bank shall be given in writing by way of a letter addressed to the Borrower. If the letter is sent by telecopier, it
shall be deemed received on the date of transmission, provided such transmission is sent prior to 5:00 p.m. on a day on which the Borrower’s business
is open for normal business, and otherwise on the next such day. If the letter is sent by ordinary mail to the address of the Borrower, it shall be deemed
received on the date falling five (5) days following the date of the letter, unless the letter is hand-delivered to the Borrower, in which case the letter shall
be deemed to be received on the date of delivery. The Borrower must advise the Bank at once about any changes in the Borrower’s address.

ELECTRONIC MAIL AND FAX TRANSMISSION
The Bank is entitled to rely on any report or certificate provided to the Bank by the Borrower by way of electronic mail or fax transmission as though it
were an originally signed document. The Bank is further entitled to assume that any communication from the Borrower received by email or fax
transmission is a reliable communication from the Borrower.

GENERAL
Unless otherwise provided, all dollar amounts are in Canadian currency.

DEFINITIONS
For the purpose of this Agreement, the following terms and phrases shall have the following meanings:

"Applicable Laws" means, with respect to any Person, property, transaction or event, all present or future applicable laws, statutes, regulations, rules,
orders, codes, treaties, conventions, judgements, awards, determinations and decrees of any governmental, regulatory, fiscal or monetary body or court
of competent jurisdiction in any applicable jurisdiction;

"Borrowing" means each use of a Credit Facility and all such usages outstanding at any time are “Borrowings”;

"Business Day" means a day, excluding Saturday, Sunday and any other day which shall be a legal holiday in Canada or any Province thereof, or a
day on which banking institutions are closed throughout Canada;

"Contaminant" includes, without limitation, any pollutant, dangerous substance, liquid waste, industrial waste, hazardous material, hazardous
substance or contaminant including any of the foregoing as defined in any Environmental Law;

"Environmental Activity" means any activity, event or circumstance in respect of a Contaminant, including, without limitation, its storage, use, holding,
collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or
transportation, or its Release into the natural environment, including movement through or in the air, soil, surface water or groundwater;

"Environmental Laws" means all Applicable Laws relating to the environment or occupational health and safety, or any Environmental Activity;
ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 6 of 7
"Guarantor" means any Person who has guaranteed the obligations of the Borrower under this Agreement;

“Person" includes an individual, a partnership, a joint venture, a trust, an unincorporated organization, a company, a corporation, an association, a
government or any department or agency thereof including Canada Revenue Agency, and any other incorporated or unincorporated entity;

"Potential Prior-Ranking Claims" means all amounts owing or required to be paid, where the failure to pay any such amount could give rise to a claim
pursuant to any law, statute, regulation or otherwise, which ranks or is capable of ranking in priority to the Security or otherwise in priority to any claim by
the Bank for repayment of any amounts owing under this Agreement;

"RBP" and "Royal Bank Prime" each means the annual rate of interest announced by the Bank from time to time as being a reference rate then in
effect for determining interest rates on commercial loans made in Canadian currency in Canada;

"Release" includes discharge, spray, inject, inoculate, abandon, deposit, spill, leak, seep, pour, emit, empty, throw, dump, place and exhaust, and when
used as a noun has a similar meaning

ROYAL BANK OF CANADA LOAN AGREEMENT – CSBFL Page 7 of 7
Gmail - Loans 050101 13:27

Paul Michaels <paulcharlottem@gmail.com>

Loans
1 message

Paul Michaels <paulcharlottem@googlemail.com> 12 March 2012 18:04
To: "stephen.m.banks" <stephen.m.banks@rbc.com>

Steve

FYI

We borrowed the funds to repay some Blissfield over run costs

The funds were repaid at the end of January 2012 by means of a mortgage taken against our neighbouring
property

Paul

---------- Forwarded message ----------
From: Connors, Michael <michael.connors@mcinnescooper.com>
Date: 17 January 2012 13:58
Subject: RE: Loan from 654581 N.B. Inc.
To: P C MIchaels <paulcharlottem@googlemail.com>

Paul,

Attached are the following documents:

1. Promissory Note

2. Assignment of Fire Insurance

3. Acknowledgement of receipt of mortgage and mortgage covenants
4. Copy of mortgage covenants ( I have used mortgage covenants created by the Bank of Montreal)

5. Collateral Mortgage

6. Proof of execution for Charlotte to sign (to be attached to the mortgage)

7. Affidavit of Marital Status for Charlotte to sign ( to be attached to the mortgage)

Call me if you have any questions. Please ensure the notary affixes his seal to the mortgage documents.
If he doesn’t I cannot register it.

Mike

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=654581&qs=true&search=query&th=1360814db0f87050 Page 1 of 7
GUARANTEE AND POSTPONEMENT OF CLAIM

TO: Springhill Construction Limited (the "Lender")

FOR VALUABLE CONSIDERA TION, receipt hereof is hereby acknowledged, the undersigned and each of
them (if more than one) hereby jointly and severally guaranteets) payment on demand to the Lender of all debts and
liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by

Blissfield Sporting Camps Limited

(hereinafter called the "customer") to the Lender or remaining unpaid by the customer to the Lender, heretofore or
hereafter incurred or arising and whether incurred by or arising from agreement or dealings between the Lender and the
customer or by or from any agreement or dealings with any third party by which the Lender may be or become in any
manner whatsoever a creditor of the customer or however otherwise incurred or arising anywhere within or outside the
country where this guarantee is executed and whether the customer be bound alone or with another or others and whether
as principal or surety (such debts and liabilities being hereinafter called the "liabilities together with interest thereon from
the date of demand for payment at a rate equal to 10 per cent per annum as well after as before default and judgment.

AND THE UNDERSIGNED AND EACH OF THEM (IF MORE THAN ONE) HEREBY JOINTLY AND
SEVERALLY AGREE(S) WITH THE LENDER AS FOLLOWS:

(I) The Lender may grant time, renewals, extensions, indulgences, releases and discharges to, take securities (which
work as used herein includes other guarantees) from and give the same and any or all existing securities up to, abstain
from taking securities from or from perfecting securities of, cease or refrain from giving credit or making loans or
advances to, accept compositions from and otherwise deal with, the customer and other and with all securities as the
Lender may see fit, and may apply all moneys at any time received from the customer or others or from securities upon
such part of the liabilities as the Lender deems best and change any such application in whole or in part from time to time
as the Lender may see fit, the whole without in any way limiting or lessening the liability of the undersigned under this
guarantee, and no loss of or in respect of any securities received by the Lender from the customer or others, whether
occasioned by the fault of the Lender or otherwise, shall in any way limit or lessen the liability of the undersigned under
this guarantee.

(2) This guarantee shall be a continuing guarantee and shall cover all the liabilities, and it shall apply to and secure
any ultimate balance due or remaining unpaid to the Lender.

(3) The Lender shall not be bound to exhaust its recourse against the customer or others or any securities it may at
any time hold before being entitled to payment from the undersigned of the liabilities. The undersigned renounce(s) to all
benefits of discussion and division.

(4) The undersigned or any ofthem may, by notice in writing delivered to the Manager of the branch or agency of
the Lender receiving this instrument, determine their or hislher liability under this guarantee in respect of liabilities
thereafter incurred or arising but not in respect of any liabilities theretofore incurred or arising even though not then
matured, provided, however, that notwithstanding receipt of any such notice the Lender may fulfil any requirements of the
customer based on agreements express or implied made prior to the receipt of such notice and any resulting liabilities shall
be covered by this guarantee; and provided further that in the event of the determination of this guarantee as to one or
more of the undersigned it shall remain a continuing guarantee as to the other or others of the undersigned.

(5) All indebtedness and liability, present and future, of the customer to the undersigned or any of them are hereby
assigned to the Lender and postponed to the liabilities, and all moneys received by the undersigned or any of them in
respect thereof shall be received in trust for the Lender and forthwith upon receipt shall be paid over to the Lender, the
whole without in any way limiting or lessening the liability of the undersigned under the foregoing guarantee; and this
assignment and postponement is independent of the said guarantee and shall remain in full effect notwithstanding that the
liability of the undersigned or any of them under the said guarantee may be extinct. The term "Liabilities", as previously
1

. '-- ..... -.•...•..
\,.-
defined, for purposes of the postponement feature provided by this agreement, and this section in particular, includes any
funds advanced or held at the disposal ofthe customer under any line(s) of credit.

(6) This guarantee and agreement shall not be affected by the death or loss or diminution of capacity of the
undersigned or any of them or by any change in the name of the customer or in the membership of the customer's firm
through the death or retirement of one or more partners or the introduction of one or more other partners or otherwise, or
by the acquisition of the customer's business by a corporation, or by any change whatsoever in the objects, capital structure
or constitution of the customer, or by the customer's business being amalgamated with a corporation, but shall
notwithstanding the happening of any such event continue to apply to all the liabilities whether theretofore or thereafter
incurred or arising and in this instrument the word "customer" shall include every such firm and corporation.

(7) This guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time
or times of any sum or sums of money for the time being due or remaining unpaid to the Lender, and all dividends,
compositions, proceeds of security valued and payments received by the Lender from the customer or from others or from
estates shall be regarded for all purposes as payments in gross without any right on the part of the undersigned to claim in
reduction of the liability under this guarantee the benefit of any such dividends, compositions, proceeds or payments or
any securities held by the Lender or proceeds thereof, and the undersigned shall have no right to be subrogated in any
rights of the Lender until the Lender shall have received payment in full of the liabilities.

(8) All moneys, advances, renewals and credits in fact borrowed or obtained from the Lender shall be deemed to
form part of the liabilities, notwithstanding any lack or limitation of status or of power, incapacity or disability of the
customer or of the directors, partners or agents thereof, or that the customer may not be a legal or suable entity, or any
irregularity, defect or informality in the borrowing or obtaining of such moneys, advances, renewals or credits, the whole
whether known to the Lender or not; and any sum which may not be recoverable from the undersigned on the footing of a
guarantee shall be recoverable from the undersigned and each of them as sole or principal debtor in respect thereof and
shall be paid to the Lender on demand with interest and accessories.

(9) This guarantee is in addition to and not in substitution for any other guarantee, by whomsoever given, at any time
held by the Lender, and any present or future obligation to the Lender incurred or arising otherwise than under a guarantee,
of the undersigned or any of them or of any other obligant, whether bound with or apart from the customer; excepting any
guarantee surrendered for cancellation on delivery of this instrument.

(10) The undersigned and each of them shall be bound by any account settled between the Lender and the customer,
and if no such account has been so settled immediately before demand for payment under this guarantee any account
stated by the Lender shall be accepted by the undersigned and each of them as conclusive evidence of the amount which at
the date of the account so stated is due by the customer to the Lender or remains unpaid by the customer to the Lender.

(1 I) This guarantee and agreement shall be operative and binding upon every signatory thereof notwithstanding the
non-execution thereof by any other proposed signatory or signatories, and possession of this instrument by the Lender
shall be conclusive evidence against the undersigned and each of them that this instrument was not delivered in escrow or
pursuant to any agreement that it should not be effective until any conditions precedent or subsequent had been complied
with, unless at the time of receipt of this instrument by the Lender each signatory thereof obtains from the Manager of the
branch or agency of the Lender receiving this instrument a letter setting out the terms and conditions under which this
instrument was delivered and the conditions, if any, to be observed before it becomes effective.

(12) No suit based on this guarantee shall be instituted until demand for payment has been made, and demand for
payment shall be deemed to have been effectually made upon any guarantor if and when an envelope containing such
demand, addressed to such guarantor at the address of such guarantor last known to the Lender, is posted, postage prepaid,
in the post office, and in the event of the death of any guarantor demand for payment addressed to any such guarantor's
heirs, executors, administrators or legal representatives at the address of the addressee last known to the Lender and posted
as aforesaid shall be deemed to have been effectually made upon all of them. Moreover, when demand for payment has
been made, the undersigned shall also be liable to the Lender for all legal costs (on a solicitor and customer basis) incurred
by or on behalf of the Lender resulting from any action instituted on the basis of this guarantee. All payments hereunder
shall be made to the Lender at a branch or agency of the Lender.

(13) This instrument covers all agreements between the parties hereto relative to this guarantee and assignment and
postponement, and none of the parties shall be bound by any representation or promise made by any person relative
thereto which is not embodied herein.
(14) This guarantee and agreement shall extend to and enure to the benefit ofthe Lender and its successors and
assigns, and every reference herein to the undersigned or to each of them or to any of them, is a reference to and shall be
construed as including the undersigned and the heirs, executors, administrators, legal representatives, successors and
assigns of the undersigned or of each of them or of any of them, as the case may be, to and upon all of whom this
guarantee and agreement shall extend and be binding.

(15) Prime Interest Rate is the annual rate of interest announced from time to time by Royal Lender of Canada as a
reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada.

(16) The undersigned has expressly requested that this document be drawn up in the English language. Le(s)
soussigners) a(ont) expressernent demande que ce document soit redige en langue anglaise.

(17) This Guarantee and Postponement of Claim shall be governed by and construed in accordance with the laws of
the Province of New Brunswick ("Jurisdiction"). The undersigned irrevocably submits to the courts of the Jurisdiction in
any action or proceeding arising out of or relating to this Guarantee and Postponement of Claim, and irrevocably agrees
that all such actions and proceedings may be heard and determined in such courts, and irrevocably waives, to the fullest
extent possible, the defence of an inconvenient forum. The undersigned agrees that a judgment or order in any such action
or proceeding may be enforced in other jurisdictions in any manner provided by law. Provided, however, that the Lender
may serve legal process in any manner permitted by law or may bring an action or proceeding against the undersigned or
the property or assets of the undersigned in the courts of any other jurisdiction.

I).e~
GIVEN UNDER SEAL at London, United Kingdom this t4-~day Of),lovCIiibci, 2012.

Witness: ~ .(2.. ~
~~ ~<a$£l-l- ~~
Print Notary Name: Paul Micha

[affix notary seal]

~--------------------------.
D. R. HOWARD - NOTARY PUBLIC
HRJ Law LLP
7/8 PORTMILL LANE !
HITCHIN. HERTFORDSHIRE SG5 1AS I
. !

3
GUARANTEE AND POSTPONEMENT OF CLAIM

TO: Springhill Construction Limited (the "Lender")

FOR VALUABLE CONSIDERATION, receipt hereof is hereby acknowledged, the undersigned and each of
them (if more than one) hereby jointly and severally guarantee(s) payment on demand to the Lender of all debts and
liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by

Blissfield Sporting Camps Limited

(hereinafter called the "customer") to the Lender or remaining unpaid by the customer to the Lender, heretofore or
hereafter incurred or arising and whether incurred by or arising from agreement or dealings between the Lender and the
customer or by or from any.agreement or dealings with any third party by which the Lender may be or become in any
manner whatsoever a creditor of the customer or however otherwise incurred or arising anywhere within or outside the
country where this guarantee is executed and whether the customer be bound alone or with another or others and whether
as principal or surety (such debts and liabilities being hereinafter called the "liabilities together with interest thereon from
the date of demand for payment at a rate equal to 10 per cent per annum as well after as before default and judgment.

AND THE UNDERSIGNED AND EACH OF THEM (IF MORE THAN ONE) HEREBY JOINTLY AND
SEVERALL Y AGREE(S) WITH THE LENDER AS FOLLOWS:

(1) The Lender may grant time, renewals, extensions, indulgences, releases and discharges to, take securities (which
work as used herein includes other guarantees) from and give the same and any or all existing securities up to, abstain
from taking securities from or from perfecting securities of, cease or refrain from giving credit or making loans or
advances to, accept compositions from and otherwise deal with, the customer and other and with all securities as the
Lender may see fit, and may apply all moneys at any time received from the customer or others or from securities upon
such part of the liabilities as the Lender deems best and change any such application in whole or in part from time to time
as the Lender may see fit, the whole without in any way limiting or lessening the liability of the undersigned under this
guarantee, and no loss of or in respect of any securities received by the Lender from the customer or others, whether
occasioned by the fault of the Lender or otherwise, shall in any way limit or lessen the liability of the undersigned under
this guarantee.

(2) This guarantee shall be a continuing guarantee and shall cover all the liabilities, and it shall apply to and secure
any ultimate balance due or remaining unpaid to the Lender.

(3) The Lender shall not be bound to exhaust its recourse against the customer or others or any securities it may at
any time hold before being entitled to payment from the undersigned of the liabilities. The undersigned renounce(s) to all
benefits of discussion and division.

(4) The undersigned or any of them may, by notice in writing delivered to the Manager of the branch or agency of
the Lender receiving this instrument, determine their or his/her liability under this guarantee in respect of liabilities
thereafter incurred or arising but not in respect of any liabilities theretofore incurred or arising even though not then
matured, provided, however, that notwithstanding receipt of any such notice the Lender may fulfil any requirements of the
customer based on agreements express or implied made prior to the receipt of such notice and any resulting liabilities shall
be covered by this guarantee; and provided further that in the event of the determination of this guarantee as to one or
more of the undersigned it shall remain a continuing guarantee as to the other or others of the undersigned.

(5) All indebtedness and liability, present and future, of the customer to the undersigned or any ofthem are hereby
assigned to the Lender and postponed to the liabilities, and all moneys received by the undersigned or any of them in
respect thereof shall be received in trust for the Lender and forthwith upon receipt shall be paid over to the Lender, the
whole without in any way limiting or lessening the liability of the undersigned under the foregoing guarantee; and this

1
assignment and postponement is independent of the said guarantee and shall remain in full effect notwithstanding that the
liability of the undersigned or any of them under the said guarantee may be extinct. The term "Liabilities", as previously
defined, for purposes of the postponement feature provided by this agreement, and this section in particular, includes any
funds advanced or held at the disposal of the customer under any line(s) of credit.

(6) This guarantee and agreement shall not be affected by the death or loss or diminution of capacity of the
undersigned or any of them or by any change in the name of the customer or in the membership of the customer's firm
through the death or retirement of one or more partners or the introduction of one or more other partners or otherwise, or
by the acquisition of the customer's business by a corporation, or by any change whatsoever in the objects, capital structure
or constitution of the customer, or by the customer's business being amalgamated with a corporation, but shall
notwithstanding the happening of any such event continue to apply to all the liabilities whether theretofore or thereafter
incurred or arising and in this instrument the word "customer" shall include every such firm and corporation.

(7) This guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time
or times of any sum or sums of money for the time being due or remaining unpaid to the Lender, and all dividends,
compositions, proceeds of security valued and payments received by the Lender from the customer or from others or from
estates shall be regarded for all purposes as payments in gross without any right on the part of the undersigned to claim in
reduction of the liability under this guarantee the benefit of any such dividends, compositions, proceeds or payments or
any securities held by the Lender or proceeds thereof, and the undersigned shall have no right to be subrogated in any
rights of the Lender until the Lender shall have received payment in full of the liabilities.

(8) All moneys, advances, renewals and credits in fact borrowed or obtained from the Lender shall be deemed to
form part of the liabilities, notwithstanding any lack or limitation of status or of power, incapacity or disability of the
customer or ofthe directors, partners or agents thereof, or that the customer may not be a legal or suable entity, or any
irregularity, defect or informality in the borrowing or obtaining of such moneys, advances, renewals or credits, the whole
whether known to the Lender or not; and any sum which may not be recoverable from the undersigned on the footing of a
guarantee shall be recoverable from the undersigned and each of them as sole or principal debtor in respect thereof and
shall be paid to the Lender on demand with interest and accessories.

(9) This guarantee is in addition to and not in substitution for any other guarantee, by whomsoever given, at any time
held by the Lender, and any present or future obligation to the Lender incurred or arising otherwise than under a guarantee,
of the undersigned or any of them or of any other obligant, whether bound with or apart from the customer; excepting any
guarantee surrendered for cancellation on delivery of this instrument.

(I 0) The undersigned and each of them shall be bound by any account settled between the Lender and the customer,
and if no such account has been so settled immediately before demand for payment under this guarantee any account
stated by the Lender shall be accepted by the undersigned and each of them as conclusive evidence of the amount which at
the date of the account so stated is due by the customer to the Lender or remains unpaid by the customer to the Lender.

(11) This guarantee and agreement shall be operative and binding upon every signatory thereof notwithstanding the
non-execution thereof by any other proposed signatory or signatories, and possession of this instrument by the Lender
shall be conclusive evidence against the undersigned and each of them that this instrument was not delivered in escrow or
pursuant to any agreement that it should not be effective until any conditions precedent or subsequent had been complied
with, unless at the time of receipt of this instrument by the Lender each signatory thereof obtains from the Manager of the
branch or agency of the Lender receiving this instrument a letter setting out the terms and conditions under which this
instrument was delivered and the conditions, if any, to be observed before it becomes effective.

(12) No suit based on this guarantee shall be instituted until demand for payment has been made, and demand for
payment shall be deemed to have been effectually made upon any guarantor if and when an envelope containing such
demand, addressed to such guarantor at the address of such guarantor last known to the Lender, is posted, postage prepaid,
in the post office, and in the event of the death of any guarantor demand for payment addressed to any such guarantor's
heirs, executors, administrators or legal representatives at the address of the addressee last known to the Lender and posted
as aforesaid shall be deemed to have been effectually made upon all of them. Moreover, when demand for payment has
been made, the undersigned shall also be liable to the Lender for all legal costs (on a solicitor and customer basis) incurred
by or on behalf of the Lender resulting from any action instituted on the basis of this guarantee. All payments hereunder
shall be made to the Lender at a branch or agency of the Lender.
(13) This instrument covers all agreements between the parties hereto relative to this guarantee and assignment and
postponement, and none of the parties shall be bound by any representation or promise made by any person relative
thereto which is not embodied herein.

(14) This guarantee and agreement shall extend to and enure to the benefit of the Lender and its successors and
assigns, and every reference herein to the undersigned or to each of them or to any of them, is a reference to and shall be
construed as including the undersigned and the heirs, executors, administrators, legal representatives, successors and
assigns of the undersigned or of each of them or of any of them, as the case may be, to and upon all of whom this
guarantee and agreement shall extend and be binding.

(15) Prime Interest Rate is the annual rate of interest announced from time to time by Royal Lender of Canada as a
reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada.

(16) The undersigned has expressly requested that this document be drawn up in the English language. Le(s)
soussigneis) a(ont) expressernent dernande que ce document soit redige en langue anglaise.

(17) This Guarantee and Postponement of Claim shall be governed by and construed in accordance with the laws of
the Province of New Brunswick ("Jurisdiction"). The undersigned irrevocably submits to the courts of the Jurisdiction in
any action or proceeding arising out of or relating to this Guarantee and Postponement of Claim, and irrevocably agrees
that all such actions and proceedings may be heard and determined in such courts, and irrevocably waives, to the fullest
extent possible, the defence of an inconvenient forum. The undersigned agrees that a judgment or order in any such action
or proceeding may be enforced in other jurisdictions in any manner provided by law. Provided, however, that the Lender
may serve legal process in any manner permitted by law or may bring an action or proceeding against the undersigned or
the property or assets of the undersigned in the courts of any other jurisdiction.

~~
GIVEN UNDER SEAL at London, United Kingdom this ~q.,~ay of"*"lQ"ell'lbOlF,
2012.

Witness:

~\J)
Print Notary Name: Charlotte Sarah Michaels

[affix notary seal]

D. R. HOWARD - NOTARY PUBLIC
HRJ Law LLP
7/8 PORTMtLL LANE
HITCHIN. HERTFORDSHIRE SG51AS

3
Form 45

AFFIDAVIT OF CORPORATE EXECUTION

Land Titles Act, S.N.B. 1981, c.L-1.1, s.55

Deponent: Paul Michaels
1 Ropemaker Street CityPoint
London, UK EC2Y9AW

Office Held by Deponent: Director

Corporation: Blissfield Sporting Camps Limited

Other Officer Who Executed
The Instrument: Charlotte Michaels
1 Ropemaker Street City Point
London, UK EC2Y9AW

Office Held by Other Officer
Who Executed the Instrument: Director

Place of Execution:

~~I4-~
Date of Execution: ~Je~'eFRl;ler__ ' 2012

I, the deponent. make oath and say:

1. That I hold the office specified above in the corporation specified above, and am authorized to make this
affidavit and have personal knowledge of the matters hereinafter deposed to;

2. That the attached instrument was executed by me and the other officer specified above as the officers duly
authorized to execute the instrument on behalf of the corporation;

DELETE INAPPLICABLE CLAUSE
3. Tllst tl le seal of the eorperfltioR nflS et#iJtea te tRe iRstFWFR9Rtby Qrder Qf tl:le 60iilrd of Directors of the
co!:poratior:l;
<

OR

That the corporation has no seal;

4. That the instrument was executed at the place and on the date specified above;

5. That the ownership of a share of the corporation does not entitle the owner thereof to occupy the parcel
described in the attached instrument as a marital home.

SWORN TO at \.\ \"rt.. t\ .c-J • in )
)
~R.~ \.A.\C
)
on NQIIQrr:lgef l4J'(!tOO, 2012, before me: )
~~ .. ,' .. )
)
)
)

~/L. )
)
A Notary Public in and for ) Paul Michael

t.~~ A.~'~L-~~ )
)
FORM 15.1

COLLATERAL MORTGAGE

Land Titles Act, S.N.B. 1981, c.L-l.1, s.25
Standard Fonns of Conveyances Act, S.N.B. 1980, c.S-12.2, s.2

Parcel Identifier: 40466484 and 40041642

Mortgagor: Blissfield Sporting Camps Limited
1 Ropemaker Street CityPoint
London, UK EC2Y9AW

Mortgagee: Springhill Construction Limited
940 Sprlnghill Road
PO Box 2100
Fredericton, NB E3B 4Y6

Manner of Tenure: NOT APPLICABLE

Particulars of Security: This collateral mortgage is given as security for the indebtedness, interest and
obligations as provided in Schedule "G" attached hereto and the perfonnance of all
other obligations of the mortgagor under this mortgage.

Statutory Covenants and Conditions Excluded: 101,103.1,104,109,110,111,113,114,119,121,125,128,
129,131,132,133, and 134.1

Optional Covenants and Conditions Included: None

The mortgagor mortgages to the mortgagee in the specified manner of tenure the specified parcel as collateral
security, the particulars of which are specified.

The mortgagor acknowledges receipt of the text of the covenants and conditions which are contained in this
mortgage by reference to a distinguishing number or by virtue of subsection 25(4) of the Land Titles Act. and agrees
to be bound by them to the same extent as if set out at length herein.

be'<J-W" 'L\-~ ,2012
Date: New iiben

Per: ~
Charlotte Michaels - Director
SCHEDULE"G"

This mortgage is given as collateral security to the mortgagee for all debts and liabilities, present or future, direct
or indirect, absolute or contingent, matured or not, at any time owing by the mortgagor to the mortgagee
provided that the amount secured by this mortgage shall not, at any time, exceed the sum of ONE HUNDRED
and TWENTY-NINE THOUSAND FOUR HUNDRED AND THIRTY TWO Dollars ($129,432.00) plus interest and
costs (collectively the "Indebtedness")

:~-:-,~
- - ... """"~\"-
-,
,'-'-
.--

-'---~
.•.
- -,
PROMISSORY NOTE

Amount: $129,432.00 Due: November __ , 2013

Interest Rate: Six (6%) per cent per annum

FOR VALUE RECEIVED the undersigned promises to pay, on November __ , 2013
specified above, to the order of Springhill Construction Limited or holder at 940
Springhill Road Fredericton, New Brunswick or elsewhere as directed in writing by the
holder, the sum of One Hundred and Twenty-Nine Thousand Four Hundred and Thirty-
Two Dollars ($129,432.00) together with interest at the rate stated above both before and
after maturity.

The undersigned hereby waives presentment, notice of protest and dishonour.

s Limited

Per: -r---\;~~-----

Per:~(]ult~~&d~.....;::'P'e;...;:;:;h~_
Charlotte Sarah Michaels - Director
Page 1 of 1

Form 15.1

COLLATERAL MORTGAGE

Land Titles Act, S.N.B. 1981, c.L-1.1, s.25
Standard Forms of Conveyances Act, S.N.B. 1980, c.S-12.2, 5.2

Parcel Identifier: 40042.517,40038135,40350365
Mortgagor: Michaels, Charlotte Sarah
Low Newbiggin House
Aislaby, Whitby, North Yorkshire United Kingdom
Y0211TQ
Michaels, Paul
Low Newbiggin House
Aislaby, Whitby, North Yorkshire United Kingdom
Y021 1TQ
Mortgagee: 654581" NB Inc.
6 Sarah LANE
Mazerolle Settlement NB
E3EOC6
Manner of Tenure: Not Applicable

Particulars of Security: Promissory Note dated January W 2012
Statutory Covenants and Conditions Excluded: All

Optional Covenants and Conditions Included: BM-422
The mortgagor mortgages to the mortgagee in the specified manner of tenure the specified
parcel as collateral security, the particulars of which are specified.
The mortgagor acknowledges receipt of the text of the covenants and conditions which are
contained in this mortgage by reference to the distinguishing number or by virtue of subsection
25(4) of the Land Titles Act, and agrees to be bound by them to the same extent as if set out at
length herein.
Date: T~ll.CL--,J ~ 't I 2. 60.

Witness: Mortgagor:

(]\JJ.J~'e~~
CharlotteSarah M~

Paul Michaels
Form 55

AFFIDAVIT OF MARITAL STATUS
Land Titles Act, S.N.B. 1981, c.L-1.1, s.81

Deponent: Charlotte Sarah Michaels
Low Newbiggin House
Aislaby, Whitby, North Yorkshire
Y0211TQ

Spouse of
Deponent: Paul Michaels
Low Newbiggin House
Aislaby, Whitby, North Yorkshire
Y021 1TQ

I, Charlotte Sarah Michaels, the deponent, make oath and say:

1. That I am the person conveying an interest in the attached instrument and have
personal knowledge of the matters hereinafter deposed to;

2. That the name of my spouse is as specified above;

3. That I have no former spouse with a right under the Marital Property Act to any
interest in or possession of the subject land;

4. That the subject land has not been occupied by me and my spouse as our marital
home;

5. That my spouse has joined inthis instrument and has consented to the disposition
for the purpose of complying with section 19 of the Marital Property Act;

6. That I acquired the property under the name Charlotte Sarah Michaels and am
conveying the property under the same name in order to conform with the Naming
Conventions Regulation Land Titles Act.

SWORN TO at \-\ ITc...t',Nin the )
County of ~R"'\==-~ and )
____ -=~--_of of )
on the 1-r-t7\rQayof January, 2012 )
)
BEFORE ME: )
)
)
)
) Charlotte Sarah Michaels
Notary Public )

D. R. HOWARD - NOTARY PUBLIC
HRJ law LLP
7/8 PORTM1LL LANE
HITCHIN, HERTFORDSHIRE SG5 1AS
Form 55

AFFIDAVIT OF MARITAL STATUS
Land TitlEISAct, S.N.B. 1981, c.L-1.1, s.81

Deponent: Paul Michaels
Low Newbiggin House
Aislaby, Whitby, North Yorkshire
Y021 1TQ

Spouse of
Deponent: Charlotte Sarah lVIichaels
Low Newbiggin House
Aislaby, Whitby, North Yorkshire
Y021 1TQ

I, Paul Michaels, the deponent, make oath and say:

1. That I am the person conveying an interest in the attached instrument and have
personal knowledge of the matters hereinafter deposed to;

2. That the name of my spouse is as specified above;

3. That I have no former spouse with a right under the Marital Property Act to any
interest in or possession of the subject land;

4. That the subject land has not been occupied by me and my spouse as our marital
home;

5. That my spouse has joined in this instrument and has consented to the disposition
for the purpose of complying with section 19 of the Marital Property Act;

6. That I acquired the property under the name Paul Michaels and am conveying the
property under the same name in order to conform with the Naming Conventions
Regulation Land Titles Act.

SWORN TO at Fredericton, in the )
County of York and Provjnce of )
New Brunswick on the ~ )
day of January, 2012 )
)
)
)
)
)
)
)
Form 44

CERTIFICATE OF EXECUTION
Land Titles Act, S.N.B. 1981, c.L-1.1, s.55

Notary Public: David Russell Howard

'7 Iq PofftNIJtf ~~
H-J±Gh)1\ I He,vffc)/'dshlic.
SbS lAS
Jurisdiction: England and Wales

Place of Residence
of Notary Public: 7/8 Portmill Lane, Hitchin, Herts, SG5 1AS

Person Who Executed
the Instrument: Michaels, Charlotte Sarah

Place of Execution:
..,
Date of Execution: 'January 17th, 2012

I, David Russell Howard, a Notary Public in and for the jurisdiction specified above and
residing at the place of residence specified above, do hereby certify:

1, That the person who executed the attached instrument personally appeared before
me;

2. That the person's identity has been proved to my satisfaction;

3. That I explained to the person the contents of the attached instrument to the best
of my professional abilities;

4. That, after receiving the explanation, the person executed the attached instrument
voluntarily at the place and on the date specified above;

5. That the person acknowledged that she is of the age of majority;

6. That I have ascertained that the name by which the person is identified in the
attached instrument is the- person's name in accordance with the Naming
Conventions Regulation under the Land Titles Act; and

7. That I have signed the attached instrument next to the signature of the person for
whom this Certificate of Execution has been prepared, with my name printed
legibly underneath my signature.
-------.--- -_ _----_._._-. ------ --_. ------_ .. ------- ----- .- --- - --- - - --- - - ---

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Notarial Seal.

Place: t\, ..,.-z:. ~ • N
Date: January 17th, 2012

~ 11 ~~
Notary Public: ---"''.:?-''----'_::...;{'----..
L........:.. _

D. R. HOWARD - NOTARY PUBLIC
HRJ Law LLP
7/8 P'ORTM1LL LANE
HITCHIN, HERTFORDSHIRE SG51AS
Form 44

CERTIFICATE OF EXECUTION
Land Titles Act, S.N.B. 1981, c.L-1.1, s.55

Notary Public: MICHAEL J. CONNORS
MCINNES COOPER
570 Queen Street
Suite 600 Barker House
Fredericton, NB E3B 6Z6

Jurisdiction: New Brunswick

Place of Residence
of Notary Public: Fredericton, NB

Person Who Executed
the Instrument: Paul Michaels

Place of Execution: Fredericton, NB

Date of Execution: January 1--Lt, 2012

I, MICHAEL J. CONNORS, a Notary Public in and for the jurisdiction specified above and
residing at the place of residence specified above, do hereby certify:

1. That the person who executed the attached instrument personally appeared before
me;

2. That the person's identity has been proved to my satisfaction;

3. That I explained to the person the contents of the attached instrument to the best of
my professional abilities;

4. That, after receiving the explanation, the person executed the attached instrument
voluntarily at the place and on the date specified above;

5. That the person acknowledged that she is of the age of majority;

6. That I have ascertained that the name by which the person is identified in the
attached instrument is the person's name in accordance with the Naming
Conventions Regulation under the Land Titles Act; and

7. That I have signed the attached instrument next to the signature of the person for
whom this Certificate of Execution has been prepared, with my name printed legibly
underneath my signature.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Notarial Seal.

Place: Fredericton, NB

Date:

Notary Pu blic: --#~F-;f..-.;L-+---:--:-=-=:::::=;
PROMISSORY NOTE

$40,000.00 January zo", 2012
FOR VALUE RECEIVED, Paul Micha~ls and Charlotte Sarah Michaels (the
"Borrowers") jolntly and severally promise to pay to 654581 NB Inc., a corporation with its
registered office located at 6 Sarah Lane; Mazerolle Settlement, New Brunswick, E3E OC6
(the "Lender"), the sum of Forty Thousand Dollars ($40,000.00), with interest at the rate of
10% per annum.

Interest shall be calculated annually, before and after maturity, default and
judgement and paid as follows:

a) Twelve (12) months and eleven (11) days interest being Four Thousand, Four
Hundred and Twenty Seven Dollars ($4,427.00) ("First Payment") on January 20,
2012, for the period of January 20, 2012 to February 28, 2013, which shall be non-
refundable; and thereafter

b) in equal monthly instalments of Three Hundred and Thirty Three Dollars and
Thirty Three Cents ($333.33) payable on the last day of each and every month,
commencing on March 31,2013, until principal is paid in full.

The principal of Forty Thousand Dollars ($40,000.00) is due and payable on the
maturity date of February 28, 2014.

In the event of:

a) the sale of any of the Borrower's properties identified by PlO 40042517,40350365
and 40038135, all remaining instalments and payments shall become due and
payable;

b) a default under the collateral mortgage given by the undersigned as security for the
within note, all remaining instalments and payments shall become due and payable;
or

c) default in payment of any instalment or payment hereunder

all remaining instalments and payments shall immediately become due and payable.

The undersigned may prepay all or any amount of this note outstanding without
penalty provided that the Lender has received the First Payment and the Borrower pays all
interest that has accrued to the date of prepayment.

The undersigned waives presentation, protest and notice of dishonour of this

P.ii2.-
promissory note,

Charlotte Sarah Michaels
Acknowledgement of Receipt of Mortgage and its Covenants

TO: 654581 NB Inc.

RE: Collateral Mortgage registered against property municipally located at Green Bye
Road, Blissfield, New Brunswick identified by PlO 40042517, 40038135 and
40350365.

Mortgagor: Paul Michaels
Charlotte Sarah Michaels

The undersigned, who is the party who signed this mortgage, hereby acknowledges receipt of a
full copy of the above-noted mortgage and its covenants, a copy of which is attached to this
document, which has been registered in the New Brunswick Land Titles System and agrees to
be bound thereby.

Dated thiS.2l:f- day of January, 2012.

Paul Michaels

~.rL.
Witness
~ 3 Charlotte Sarah Michaels

D. R. HOWARD - NOTARY PUBLIC
HRJ Law LLP
7/8 PORTMILL LANE

HITCHIN. HERTFORDSHIRE SG51AS
Currently the clients have $800M of term debt that was approved July 2011 to complete
renovations on a seasonal fishing lodge located on the Miramichi. Client is asking for
additional $450M in term debt over 10 years to complete the renovations that they
borrowed money for in July 2011.

The debt was approved in the summer of 2011 to enable us to progress both renovations
of the old and the new build elements of Construction. The balance of the construction
was to be met by 2 separate agreements to the value of $445k with Riverbend Log Homes
and Springhill Construction. Due to the sudden illness of Aunden Rae and the immediate
follow on sale of his business Riverbend Log homes and Retirement of Dick Walker at
Springhill Construction neither agreement is still open to us.

-No income has been earned YTD as they expect to open the camp this June. Clients
requesting additional money due to a shortfall in funding that resulted from two
agreements from vendors to supply material and labour that fell though. It appears there
may have been some cost overruns as they are requesting additional $146M to finish new
camps and retro fit main lodge.

Income has been confirmed as earned to date, by the receipts of a number of 50%
deposits in the RBC bank account. The project costs have been kept within
budget. It is the lack of projected trading income for September and October 2011 that
has left a ‘shortfall’ The delays in construction and completing the finance deal meant
that we could not part finish the camps and so trade in the fall of 2011. Neither could we
invite potential investors to fish with us. No investors were secured to fund the
completion of the works. We have requested $450M (Thousand ) to complete the works
to a turnkey operation and be able to trade and attract private equity partner/s.

-Issues: RBC - From the information supplied by the client, they will have a Net Loss of
$300M in 2012 and another small loss in 2013.

BSCL - We have updated the projections to include more realistic Costs based given
‘scaled back’ operation. Please see attached which even with VERY conservative sports/
clients numbers in 2012 figures indicates a trading profit from beginning of June 2012 or
the start of trading, whichever comes first. Thereafter the company trades profitably.

RBC - From my review of the information the expenses for the camp will be any where
from $500M to $884M per year.

BSCL - Please see amended costings, which show These costs are based on the updated
actual costs to date and the previous trading history costs applied pro-rata to our projected
sport/client numbers.

RBC - The revenue provided by the client shows revenue on the high end being $815M
in 2012 but could in the range of $330M or lower based on booking YTD.

BSCL - Accepted that the Year to date bookings are low. We are delighted that we have
ANY bookings given that we have not finished the construction. We see this as a huge
leap of faith by the salmon fishing community that SHOULD be supported.
Bookings have slowed due to the camps not been confirmed as open for business. We
expect bookings to start up and ramp up, once people hear that construction is finished
and we are open for business.

RBC - The clients have not shown the ability to Debt Service the existing $800M or
$1.2MM in Debt. We have serviced the debt to date.

BSCL - The updated conservative financial projections demonstrate clean serviceability.
RBC - The CAG funded the clients $800M in July 2011 based on the information
provided and now before any income is earned clients are back seeking additional
$450M. Clients would have been required to have funds available to finance any cost
overruns or shortfalls.

BSCL - The figures supplied outlined the projects full funding requirements. For reasons
out side of or control which we have outlined in our submission and admissions, we were
unable to meet certain financial and schedule of works milestones. We seek to limit the
banks exposure and protect both our, and the Royal Banks investment to date. as well as
the projects viability.

RBC - Client has provided listing of bookings for 2012 with net proceeds of $314M but
we can not confirm the $314M. Existing balance in the client's CA is ($641) as of March
30, 2012 with $5,500 outstanding on credit cards with RBC. The related Old River
Lodge Account has a balance of $9,881.

BSCL - This information was taken at a specific timeframe. Both prior and after that
timeframe the trading account had positive cash balance that services the debt finance
and will continue to do so. The credit card balance will be repaid in full this month.

RBC - Clients are non residents of Canada and live in London England.

BSCL - Paul Michaels has personally spent 1in every 5 weeks in New Brunswick, over
the past 6 years, to ensure that both the business and the team gets the fullest support as
required.

RBC - PNW Statement is provided on non RBC standard forms with no confirmation of
assets.

BSCL - Due to the diverse and detailed distribution of our our personal assets and
liabilities, it was, and is not possible to illustrate our Net Worth position on the existing
The RBC PNW form layout does not cater for numerous headings. We have supplied and
updated PNW form attached to a signed copy of the RBC Statement of Affairs and PNW
form.

RBC - Many of the assets are real estate assets outside of Canada and it is difficult for us
to determine the value.

BSCL - From the photographs and website details provided to RBC, it is very clear that
the real value of our UK properties are far in excess of those detailed in our PNW
statement. The loans are secured against our Low Newbiggin Property. These loans
however were used to acquire the fishing properties in New Brunswick. We have signed
both a personal guarantee and a postponement of Claim for the Royal Bank of canada.

RBC - I would expect that many of the assets are held within private companies and not
their personal names.

BSCL - These assets are held in Personal names which can be confirmed by the tax
returns provided to RBC. Chicksand Gordon Avis Limited our UK corporate and
Personal taxation auditors and accountants will be delighted to confirm this.
alastair@stanchicksand.co.uk

RBC - Clients reference cash assets that are held in various banks including tax refunds
but no confirmation of assets provided.

BSCL - We received the tax refunds from the UK HMRC. We are awaiting a credit from
the Canadian HST returns submitted in 2011& 2012.These are being reviewed by
Revenue Canada due to the credit for a non business which is not yet trading due to the
construction. This is normal procedure.

RBC -No formal financial statements or projections were included with the request. The
financial information provided is limited and additional detail should be provided with
request of $1.2MM for a seasonal fishing lodge that is basically a start up operation. We
have no true picture of costs, expenses or equity YTD.

BSCL - There was a delay in finalizing the In-house Management Information, Balance
financial statements for Both Blissfield Sporting Camps Limited due to us not being able
to access the Express on line banking system. The information has now been
provided to the bank.
RBC -The Appraisal provided has a value of $4.6MM based on a projected Net Operating
Income of $417M with a Cap rate of 9%. This operation has a long way to go before it
would be able to generate a Net Operating Income of $417M. I would question at this
point if a value would be $4.6MM. The total cost of the project needs to be confirmed.

BSCL - This valuation was undertaken by the longest established and most highly
respected valuation company in New Brunswick on request of the bank. The valuation
was based on established and proven values as stipulated in the report. It is a known fact
by banks worldwide that the true value of this business lies in the number of fish in and
rod caught from the river and specifically the pools owned or by or controlled by
Blissfield Sporting Camps limited combined with the high end lodge finish specification
which will attract the European and highest paying sports. We have secured long term
leases and future ownership of some principle fishing pools that will add an exponential
value to both the business and the properties and will increase the equity and banks
comfort with regard to Loan to Value calculations. The total cost of the project is outlined
in the updated balance sheet. The value in sporting land values has always been linked to
the inflated profits margins associated with the bounty.

RBC - At this point in time it appears the clients need to do an equity injection of $450M
to get the renovations completed and the camp operational before requesting additional
funds.

BSCL - We could not invite the potential investors to view the lodges and site last Fall as
they were not built. We continue to seek equity investors which is key to the expansion of
this business. Due to the change in circumstances detailed in this document which were
clearly outside of our control and could not have been predicted, we seek further support
from RBC to finish this project on time. There will be a positive financial benefit of
going to market with a Turnkey operation. No party ever paid full retail price for a part
restored car or a partially built home or office block, The unfinished state has an
exponential negative effect on its resale value. We will be inviting potential investors to
view the properties starting 2nd of June 2012 or as soon as we are open for business
whichever is the soonest.

RBC - Once the clients have the camp completed and operational they can approach us
again for financing.

BSCL - Due to the sudden and un-announced retirement of key directors at Riverbend
and Springhill Construction, it is not possible to finish the camps without the addition
debt finance. We are loosing crucial time in ensuring that the camps open on the 2nd June
2012. Any further protraction in restarting construction will have a negative affect impact
o both the credibility of the business and its finances.
RBC - At that time they should have the Year End statement completed with updated
projections on a best and worse case basis.

BSCL - We have provided additional Profit and Loss financial projections based on 50%
of the original incomes. We have cut of direct costs accordingly. The fixed overheads and
loan repayments are based on actual costs.

RBC - An adjusted Net Worth test should also be completed for the clients with a
confirmation of assets.

BSCL - We have pleasure in providing the Royal Bank of Canada’s, Credit Risk Group,
with an updated Personal Net Worth statement , for the purpose of evaluating our current
Net Worth in connection with our application for additional debt finance of CAD$450k

We again would like the bank to consider that in any event the continued financial
support of this project can only serve to strengthen the security and positive future for the
ensuing associated trading business.

Yours sincerely

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Office ! +1 506 365 7277
UK office ! ! ! ! +44 (0) 1947 811 811
UK mobile ! ! ! +44 (0) 774 779 3333
Website ! ! !www.miramichi-salmon-fishing-canada.ca
May 10, 2012

Attention: RBC

To: Stephen Banks, Commercial Account Manager

As per new loan agreement for Blissfield Sporting Camps, we have signed agreement
underlined below

I Paul Michaels and I Charlotte Michaels agree to complete the “Blissfield Sporting
Camps” project and to fund from our own resources all cost overruns in excess of the
aggregate costs set out in the Project Budget as approved by the Bank as soon as such
overruns arise or are identified by the Bank.

Yours truly,

___________________ Date ________________________

Paul Michaels

___________________ Date ________________________

Charlotte Michaels
Gmail - Re: RE: RE: 050101 01:53

Paul Michaels <paulcharlottem@gmail.com>

Re: RE: RE:
1 message

P C MIchaels <paulcharlottem@googlemail.com> 26 April 2012 00:19
To: "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com>

I realised
I will sleep tonight !!!

Sent from my iPhone

On Apr 26, 2012, at 0:08, "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com> wrote:

oh, and that is $4,167 + Interest/month...thanks

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell:
506-260-6069 | stephen.m.banks@rbc.com

From: P C MIchaels [mailto:paulcharlottem@googlemail.com]
Sent: 2012, April, 25 7:47 PM
To: Banks, Stephen M (Commercial Markets)
Subject: Re: RE:

Thank you
P

Sent from my iPhone

On Apr 25, 2012, at 23:45, "Banks, Stephen M (Commercial Markets)"
<stephen.m.banks@rbc.com> wrote:

$450,000 10 years, interest only for the first 12 months. $4,167/month starting April
30/2013

Cheers Steve

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-
450-2311 | Cell: 506-260-6069 | stephen.m.banks@rbc.com

From: Paul Michaels [mailto:paulcharlottem@googlemail.com]
Sent: 2012, April, 25 11:28 AM
To: Banks, Stephen M (Commercial Markets)

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=136ebcd33b444a54 Page 1 of 3
Gmail - Re: RE: RE: 050101 01:53

Subject:

Hi Steve

Great news !

Could you please drop me a line to confirm finance and the amount approved.

A massive thank you to you and all at RBC, from Charlotte, me and the team.

Kindest Regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Office +1 506 365 7277
UK office +44 (0) 1947 811 811
UK mobile +44 (0) 774 779 3333
Website www.miramichi-salmon-fishing-canada.ca

_______________________________________________________________________

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This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or
copying of this email or the information it contains by other than an intended recipient is unauthorized. If you received this email in error, please
advise the sender (by return email or otherwise) immediately. You have consented to receive the attached electronically at the above-noted email
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Gmail - Re: RE: RE: 050101 01:53

confirmation pour les fins de reference future.

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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “F2”
Small Business Banking Code of Conduct 050101 04:35

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Small Business Banking Code of Conduct
Last modified: 11 February 2011

Model Code of Conduct for Bank Relations with Small and In this section:

Medium-Sized Businesses Getting Started in Small
Business

Preamble Small Business Financing
Small Business Banking Code of
Canada 's chartered banks recognize the important role that small and medium-sized enterprises (SMEs) play in Canada's economy.
Conduct
The chartered banks also recognize that they have an important and unique role to play in fostering the growth of SMEs in Canada.
Products and Services
In the interest of promoting a healthy and effective relationship between SMEs and the banking community, the Canadian Bankers Tools and Resources
Association and its members, the Chartered Banks of Canada have developed this model code of conduct which will serve as a
minimum standard for bank dealings with SMEs. The key elements of this model code of conduct will be incorporated into individual
bank codes. This model code of conduct and the individual bank codes will not limit the legal rights of any customer or bank.

Individual bank codes
Each bank will apply its own bank code to the business activities it has with its small and medium-sized business customers.

Individual bank codes will contain the four major points outlined in this industry model code of conduct, which are:

Openness

Accountability

Credit Process

Complaint Handling

Openness
Banks will make their codes available to their customers at branches where commercial business is conducted.

Banks will provide the customers with documents, including contracts that are written in clear and understandable language.

Banks recognize the need for open communications with their customers. Banks will outline the joint responsibilities that are part of
the customer-bank relationship to help make sure that open communications takes place.

Accountability
Each bank will identify a senior officer at the national level who is responsible for making sure the code is implemented and
followed by bank employees.

Managers and account managers of each bank will carry out the principles of its code.

Each bank will file a copy of its code with the Financial Consumer Agency of Canada.

Credit process
Applications for credit

Banks will make the following information available to each customer for the purposes of obtaining business credit:
Directions on how to apply for credit.

An explanation of the requirements needed to obtain bank credit (such as collateral security).

Guidelines on how to prepare a business plan.

An estimate of how long it will take before a credit decision will be made.

Credit approval

Each credit application will be judged on its own merits.

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Small Business Banking Code of Conduct 050101 04:35

When an application for credit is approved, the bank will inform the customer about the terms and conditions of the financing
including the information and documentation needed by the bank both before and after the loan is granted. This information will be
provided in writing should the customer request it.

If credit is declined

If an application for credit is declined, the bank will inform the customer about:
The main reason(s) for the decision.

The requirements necessary for the bank to reconsider the application.

Available information on alternative sources of financing which could include government programs, venture capital, etc.

Changing circumstances in the credit relationship

Sometimes customers who have a credit relationship with their bank experience a significant change in their business, which could
include financial difficulty. In these circumstances, banks will carefully review the existing arrangement before deciding if any action
should be taken.

If there are changes in the credit relationship, banks will inform customers as soon as possible about the need for on-going,
additional information. Banks will give customers a reasonable opportunity to provide this information.

Under normal circumstances, banks will provide their customers with a minimum of 15-calendar days' notice of any bank actions
taken because of a change in the credit relationship.

Each bank must inform its customer when changes are made to the terms, conditions, fees or lending margins that are specific to
that customer's credit relationship with the bank.

Complaint handling
Each bank will ensure that a complaint resolution procedure is available for use by its small and medium-sized commercial
customers. Each bank will provide its customers with the information they need to use their bank's complaint resolution procedure.
Each bank will appoint a senior officer at the national level who is ultimately responsible for the resolution of complaints.

If customers have a general complaint or if they believe their bank has not met the standard of conduct outlined in the bank's code,
a customer may submit a complaint under the bank's complaint resolution process.

Banks will respond to customer complaints as quickly as possible. Banks will also inform the customer approximately how long it
will take to respond to their specific complaint.

If a complaint is not resolved to the satisfaction of the customer, the bank will provide the customer with the reason(s) for the
bank's decision.

The customer may then take the complaint to the Ombudsman for Banking Services and Investments (OBSI) where it will be dealt
with, at no cost to the customer, according to the Terms of Reference governing OBSI.

Banks will make the following FCAC address available to their customers:

Financial Consumer Agency of Canada
427 Laurier Avenue West, 6th floor
Ottawa, Ontario
K1R 1B9

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Small and Medium Sized Enterprises: Lending and More
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Bank Lending to Businesses
Fast facts Banks represent a little more than half of the business lending market and roughly one-quarter of the overall business
financing market in Canada.Banks are prudent lenders and continually work to make credit available to credit-worthy businesses in
Canada. This prudent approach is a key reason why...

© 2013 Canadian Bankers Association Site Map Contact Us Terms of Use and Privacy Policy Supporting Website Accessibility

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Form 6.1
Rule 6.1 Statutory Demand under section 268(1)(a) of
the Insolvency Act 1986. Debt for Liquidated
Sum Payable Immediately
Notes for Creditor Warning
• If the creditor is entitled to • This is an important document. You should refer to the notes entitled “How to comply with a
the debt by way of statutory demand or have it set aside”.
assignment, details of the • If you wish to have this demand set aside you must make application to do so within 18 days
original creditor and any
from its service on you.
intermediary assignees • If you do not apply to set aside within 18 days or otherwise deal with this demand as set out in
should be given in part C on
page 3. the notes within 21 days after its service on you, you could be made bankrupt and your property
• If the amount of debt and goods taken away from you.
includes interest not • Please read the demand and notes carefully. If you are in any doubt about your position you
previously notified to the should seek advice immediately from a solicitor, a Citizen Advice Bureau, or a licensed
debtor as included in the insolvency practitioner.
debtor’s liability, details
should be given, including
the grounds upon which
interest is charged. The Demand
amount of interest must be
shown separately. To _____________________________________________________________________________
• Any other charge accruing
due from time to time may Address _________________________________________________________________________
be claimed. The amount or
rate of the charge must be
identified and the grounds on
which it is claimed must be
stated. This demand is served on you by the creditor:
• In either case the amount
claimed must be limited to Name ______________________________________________
that which has accrued due
at the date of the demand. Address ____________________________________________
• If the creditor holds any
security the amount of the
debt should be the sum the
creditor is prepared to regard
as unsecured for the The creditor claims that you owe the sum of £_________, full particulars of which are set out on page 2,
purposes of this demand. and that it is payable immediately and, to the extent of the sum demanded, is unsecured.
Brief details of the total debt
should be included and the The creditor demands that you pay the above debt or secure or compound for it to the creditor’s
nature of the security and the satisfaction.
value put upon it by the
creditor, as at the date of the [The creditor making this demand is a Minister of the Crown or a Government Department, and it is
demand, must be specified. intended to present a bankruptcy petition in the [High Court][Central London County Court].][Delete as
• If signatory of the demand is appropriate]
a solicitor or other agent of
the creditor the name of his/
her firm should be given. Signature of individual _______________________________

Name _____________________________________________
(BLOCK LETTERS)

Date ______________________________________________

*Position with or relationship to creditor _________________

__________________________________________________
*I am authorised to make this demand on the creditor’s behalf.

Address ___________________________________________

*Delete if signed by the __________________________________________________
creditor himself
Tel. No.___________________ Ref. ____________________

N.B. The person making this demand must complete the whole of pages 1, 2 and parts A, B and C
(as applicable) on page 3.
Form 6.1 contd.
Particulars of Debt
(These particulars must include (a) when the debt was incurred, (b) the consideration for the
debt (or if there is no consideration the way in which it arose) and (c) the amount due as at the
date of this demand.)

Notes for Creditor
Please make sure that you
have read the notes on
page 1 before completing
this page.

Note:
If space is insufficient
continue on page 4 and
clearly indicate on this
page that you are doing so.
Form 6.1 contd.

Part A
Appropriate Court for Setting Aside Demand

Rule 6.4(2) of the Insolvency Rules 1986 states that the appropriate court is the court to which you
would have to present your own bankruptcy petition in accordance with Rule 6.40A. In accordance
with those rules on present information the appropriate court is [the High Court][the Central London
County Court][or]
[ County Court]
(address)

Any application by you to set aside this demand should be made to that court.

Part B

The individual or individuals to whom any communication regarding this demand may be addressed
is / are:

Name
____________________________________________________________________________________________
(BLOCK LETTERS)

Address
____________________________________________________________________________________________

____________________________________________________________________________________________

Telephone
Number_____________________________________________________________________________________

Reference
___________________________________________________________________________________

Part C
For completion if the creditor is entitled to the debt by way of assignment

Name Date(s) of Assignment

Original creditor

Assignees

How to comply with a statutory demand or have it set aside (ACT WITHIN 18 DAYS)

If you wish to avoid a bankruptcy petition being presented against you, you must pay the debt shown
on page 1, particulars of which are set out on page 2 of this notice, within the period of 21 days after its
service upon you. Alternatively, you can attempt to come to a settlement with the creditor. To do this
you should:

• inform the individual (or one of the individuals) named in part B above immediately that you are
willing and able to offer security for the debt to the creditor’s satisfaction; or
• inform the individual (or one of the individuals) named in part B immediately that you are willing
and able to compound for the debt to the creditor’s satisfaction.

If you dispute the demand in whole or in part you should:

• contact the individual (or one of the individuals) named in part B immediately.

THERE ARE MORE IMPORTANT NOTES ON THE NEXT PAGE
Form 6.1 contd.

If you consider that you have grounds to have this demand set aside or if you do not quickly receive a
satisfactory written reply from the individual named in part B whom you have contacted you should
apply within 18 days from the date of service of this demand on you to the appropriate court shown in
part A above to have the demand set aside.

Any application to set aside the demand (Form 6.4 in Schedule 4 to the Insolvency Rules 1986)
should be made within 18 days from the date of service upon you and be supported by a witness
statement (Form 6.5 in Schedule 4 to those Rules) stating the grounds on which the demand
should be set aside. The forms may be obtained from the appropriate court when you attend to
make the application.

Remember! – From the date of service on you of this document
(a) you have only 18 days to apply to the court to have the demand set aside, and
(b) you have only 21 days before the creditor may present a bankruptcy petition
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “G2”
Gmail - Principal and Interest deferral 050101 01:33

Paul Michaels <paulcharlottem@gmail.com>

Principal and Interest deferral
1 message

Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> 26 September 2012 03:35
To: Paul Michaels <paulcharlottem@googlemail.com>

Hi Paul,

As discussed, we have recommended deferring prin/Int for 12 months. If approved, this will be in place for your next
payment Oct. 27/2012. You are still responsible for your Sept. 27/2012 payment of $4587.16.

Thanks Steve

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell: 506-260-6069 |
stephen.m.banks@rbc.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

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l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
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Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4 October 3, 2012

Dear Paul,

This letter is to confirm our understanding that Global Sporting Advisors, LLC (GSA or ,the
Consultant) has been engaged on an exclusive basis as marketing consultant to Paul Michaels in
his capacity as President of Blissfield Sporting Camps Limited (the “Owner”) with respect to the
matters set forth below:

1. You hereby engage GSA on an exclusive basis as a marketing consultant to either
syndicate or find a financial partner to invest in Blissfield Sporting Camps Limited. The
Consultant can market to any individual, group of individuals, entity, or corporate
investor(s) (”Investors”) as identified by GSA and accepted by you, the Owner of
Blissfield Sporting Camps Limited.

2. The Consultant hereby accepts the engagement and in that connection agrees to use his
best efforts to solicit and receive offers to invest in Blissfield Sporting Camps and will, if
requested by you, assist in the negotiation of the terms of investment by the Investors.
The Consultant will have the right to identify prospective Investors worldwide. The
investment contract and or shareholder agreement will be prepared by your attorneys and
will not be the responsibility of the Consultant.

3. As compensation for securing either a financial partner or Investors , the Owner shall pay
the Consultant as follows: if at any time during the term of this Agreement and also for a
period of two years after the termination of this engagement, the Owner receives an
investment in Blissfield Sporting Camps from any individual or entity identified by the
Consultant and accepted by the Owner during the term of this Agreement, the Owner
will pay the Consultant in full at and as a condition of closing the investment, by wire
31 Strawberry Hill Road ! New Canaan, CT 06840 ! (917) 509-1935 !
erbgsa@gmail.com
www.GlobalSportingAdvisors.us
transfer according to instructions provided by the Consultant to the Owner, a cash fee in $
U.S. of 5% of the investment. The Consultant acknowledges that it has no authority
express or implied to create a legal relationship on your behalf or to bind you into any
contract.

4. In addition, the Owner hereby engages GSA to research and write a comprehensive
Information Memorandum (IM) to be used by GSA and the Owner in the introduction
and solicitation of financial partners or Investors for Blissfield Sporting Camps Limited.
It is understood that the IM will be the property of the Owner upon its completion, on or
about December1, 2012.

5. The Consultant hereby accepts this additional assignment and agrees to use his best
efforts to research third party sources and existing information and write the IM, research
and select appropriate photographs extant and to design and lay out the IM at no cost in
addition to the consulting fee for writing the IM.

6. The IM on Blissfield Sporting Camps Limited will be provided to the Owner in electronic
format in a PDF format suitable for printing. One printed colour copy of the IM will be
provided the Owner for duplication. Any further reproduction and/ or binding of the IM
will be the physical and fiscal responsibility of the Owner.

7. The IM on Blissfield Sporting Camps will contain, but not be limited to, the following
information. Photos will be integrated into the text as available and appropriate:

7.1 Brief History of the Miramichi River and Environs
7.2 Brief History of Blissfield Sporting Camps (The Old River Lodge)
7.3 Comprehensive Physical description of Blissfield Sporting Camps’ Buildings,
Infrastructure and Property
7.4 Description of Blissfield Sporting Camps’ Limited Fishing Rights and Pools
7.5 Comprehensive description of Blissfield Sporting Camp’s annual operation and daily
operation/schedule in season, staff and guides
7.6 Comprehensive description of Blissfield Sporting Camp’s Participation and
Responsibilities in River Management
7.7 Description of additional Miramichi River salmon fishing opportunities
7.8 Description of ancillary hunting and nearby tourism activities
7.9 Appendices of documentary information – leases, deeds, catch statistics, equipment
inventory, etc.
31 Strawberry Hill Road ! New Canaan, CT 06840 ! (917) 509-1935 !
erbgsa@gmail.com
www.GlobalSportingAdvisors.us
7.10 Defensible valuation based on comparable property sales, lease capitalizations,
costs of similar salmon club memberships, annual rod catch, tax benefits and available
rod days. Because the Miramichi is a world class salmon river, GSA would base its
analysis using a global perspective of Atlantic salmon sport fishing and
international accommodations for those pursuing their sport at this level.
7.11 Financial Information that would detail average annual operating costs, but more
importantly portray the potential revenue stream to offset fixed costs based on occupancy
rates, fees per rod day, use of additional water, labor and food costs. This would be
developed using the GSA proprietary model and would involve consultation with your
accountants. The purpose of this section is to carefully portray existing and realistic
potential scenarios to prospective financial partners and Investors.

8. As compensation for the writing, layout and photography to be rendered by the Consultant
hereunder, the Owner shall pay the Consultant a non-refundable marketing consultant fee of US
$10,500 by wire transfer upon execution of this agreement. It is understood that if the Owner
secures a financial partner or if Blissfield Sporting Camps is purchased by either a person, or
entity, introduced by either the Consultant, or the Owner, prior to completion of the IM, that the
fee for writing the IM is non-refundable.
The marketing consultant fee should be wired in full upon execution of this agreement to the
following account:

Account Holder:
Edmund R. Belak, Jr.
31 Strawberry Hill Rd.
New Canaan, CT 06840
203-594-9372 residence
917-509-1935 cell

Bank:
Peoples United Bank
Main St.
New Canaan, CT 06840
ABA Routing Number 221172186
Account Number 0410086515

9. In connection with this engagement, you will furnish the Consultant with any information
concerning Blissfield Sporting Camps Limited that is deemed appropriate by both parties and
will provide the Consultant with access to your staff, attorneys and other advisors. In addition,
31 Strawberry Hill Road ! New Canaan, CT 06840 ! (917) 509-1935 !
erbgsa@gmail.com
www.GlobalSportingAdvisors.us
the Consultant shall be kept fully informed of any events that might have a material affect on the
value and or operation of Blissfield Sporting Camps Limited. The Owner represents to the
Consultant to the best of his knowledge that all such information concerning Blissfield Sporting
Camps will be true and accurate in all material respects and will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein
not misleading in light of the circumstances under which such statements are to be made. The
Owner acknowledges and agrees that the Consultant will be using and relying upon such
information and any Investor will invest on a caveat emptor basis following investigation and
advice obtained independently. The Owner understands that the Consultant will be distributing
materials to selected prospective Investors and agrees that should there be any change in any
material fact disclosed in such information, that you will immediately inform the Consultant in
writing.

10. Either party upon thirty (30) days prior written notice to the other party may terminate this
agreement which shall be in force until December 31, 2013, unless extended by mutual
agreement. Notwithstanding any termination, the reimbursement and compensation obligations
of the Owner set forth herein shall survive such termination. Upon termination the Consultant
will provide you with a list of persons and entities introduced to Blissfield Sporting Camps
Limited by the Consultant during the course of this agreement.

11. This Agreement, constitutes the entire understanding of the parties with respect to the subject
matter hereof and may not be altered or amended except in a writing signed by both parties.
Nothing contained in this agreement shall be construed to place the Consultant and the Owner in
the relationship of partners or joint venture participants. Neither the Consultant nor the Owner
shall represent themselves as the agent or legal representative of the other for any purpose
whatsoever nor shall either have the power to obligate or bind the other in any manner
whatsoever. The Owner’s engagement of the Consultant is not intended to confer rights upon
any person not a party hereto (including employees or creditors of the Owner) as against the
Consultant or its affiliates, or their respective directors, officers, employees or agents, successors
or assigns. The Consultant, in performing its services hereunder, shall at all times is an
independent contractor. No promises or representations have been made except as expressly set
forth in this agreement and the parties have not relied on any promises or representations except
as expressly set forth in this agreement. Nothing contained herein should be construed as
creating any fiduciary duties between the parties, but the Consultant shall owe the standard
duties of care as between a consultant and client.

31 Strawberry Hill Road ! New Canaan, CT 06840 ! (917) 509-1935 !
erbgsa@gmail.com
www.GlobalSportingAdvisors.us
The Consultant is delighted to accept this engagement and looks forward to working with the
Owner and his advisors on this assignment. Please confirm that the foregoing correctly sets forth
our agreement by signing this letter in the space provided and returning it to the Consultant at the
address listed in this letterhead, or by scanning an executed version and emailing it to the
Consultant, whereupon this letter shall constitute a binding agreement as of the date first above
written. The Consultant shall execute the agreement upon receipt and return the signed copy to
the Owner electronically and follow up with executed hard copy.

Global Sporting Advisors, LLC

_______________________
By: Edmund R. Belak, Jr., Founder

Date: ________________

AGREED AND ACCEPTED:

Blissfield Sporting Camps Limited

_____________________
By: Paul Michaels, President and Owner

Date: _________________

31 Strawberry Hill Road ! New Canaan, CT 06840 ! (917) 509-1935 !
erbgsa@gmail.com
www.GlobalSportingAdvisors.us
Gmail - Re: Fwd: The Old River Lodge - Blissfield - New Brunswick - Canada 050101 01:36

Paul Michaels <paulcharlottem@gmail.com>

Re: Fwd: The Old River Lodge - Blissfield - New Brunswick - Canada
1 message

Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> 19 October 2012 23:58
To: paulcharlottem@googlemail.com

Hi Paul, CSBFL payment deferral has been approved. I have document for you to sign. I will send them over the
first of the week. Cheers Steve

From: Paul Michaels [mailto:paulcharlottem@googlemail.com]
Sent: Friday, October 19, 2012 02:17 PM
To: wrbingham@bingham.ca <wrbingham@bingham.ca>
Cc: Charlie Bird <charlie@wbmlawyers.nb.ca>; Banks, Stephen M (Commercial Markets)
Subject: Fwd: The Old River Lodge - Blissfield - New Brunswick - Canada

Dear Ross

Some further interior pics of the Lodges

Sorry that you couldn't make it down to meet with me over the weekend.

As I mentioned we are trying to raise some short term funding to close the purchase of 2 additional pools. As we
currently share one pool and are neighbours I thought it was appropriate to run it by you and your consortium.

We can offer fishing interest or corporate time at the lodge or a combination of either or all, as interest on any money
that you can help us raise.

The closing deal on one pool is 27 October 2012, so a timely response would be greatly appreciated.

Due to the urgency of our requirement, we have just this week employed the professional services of an agency in the
States that specialises in marketing the sale of shares in Atlantic Salmon fishing and shooting estates worldwide.

Charlie Bird is happy to speak with you if you have any questions.

Kindest regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=H…L%20payment%20deferral&qs=true&search=query&th=13a7b4026ea60559 Page 1 of 2
Gmail - Re: Fwd: The Old River Lodge - Blissfield - New Brunswick - Canada 050101 01:36

Canada Reservations +1 506 365 7277
Website www.GuideNB.com
email fish@GuideNB.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

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renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=H…L%20payment%20deferral&qs=true&search=query&th=13a7b4026ea60559 Page 2 of 2
Gmail - Re: FW: 050101 22:16

Paul Michaels <paulcharlottem@gmail.com>

Re: FW:
1 message

Paul Michaels <paulcharlottem@googlemail.com> 2 November 2012 18:16
To: "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com>
Cc: "Cormier, Rachel" <rachel.cormier@rbc.com>

Hi Steve I thought the payment was CAD$7,165.46. Am I mistaken? I will call you in five, KR

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
Website www.GuideNB.com
email fish@GuideNB.com

On 1 November 2012 13:44, Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> wrote:
fyi

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell: 506-260-
6069 | stephen.m.banks@rbc.com

From: Cormier, Rachel
Sent: 2012, November, 01 8:13 AM
To: Banks, Stephen M (Commercial Markets)
Subject: RE:

Good Morning,

October's Principal's payment has been reverse, $4,587.16 has been credited to the account. THANKS

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q…en.m.banks%40rbc.com&qs=true&search=query&th=13ac25695f867d93 Page 1 of 4
Gmail - Re: FW: 050101 22:16

Have a great day

Rachel Cormier | Associate Account Manager CFS, RBC Royal Bank I Royal Bank of Canada | T: 506-450-
2322 | 1-877-450-2322

From: Banks, Stephen M (Commercial Markets)
Sent: 2012, October, 31 1:55 PM
To: Cormier, Rachel
Subject: FW:

Hi Rachel, hope your day is going well.

Did a loan pmt go through for CSBFL....this was suppose to be suspended until Aug. 2013. Can we reverse?
thanks

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell: 506-260-
6069 | stephen.m.banks@rbc.com

From: Paul Michaels [mailto:paulcharlottem@googlemail.com]
Sent: 2012, October, 30 2:23 PM
To: Banks, Stephen M (Commercial Markets)
Subject: Re:

Hi Steve

I think they took the Small business Guaranteed Loan payment .

LOAN PMT 4727410003 Oct 29, 2012 44727410003 CAD$ 7,165.46

Thanks in advance
Kindest regards
Paul

On 17 October 2012 02:46, Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> wrote:
Perfect

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell: 506-260-
6069 | stephen.m.banks@rbc.com

From: Paul Michaels [mailto:paulcharlottem@googlemail.com]
Sent: 2012, October, 16 10:45 PM
To: Banks, Stephen M (Commercial Markets)
Subject: Fwd:

FYI

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q…en.m.banks%40rbc.com&qs=true&search=query&th=13ac25695f867d93 Page 2 of 4
Gmail - Re: FW: 050101 22:16

Sent from my iPhone

Begin forwarded message:

From: "Connors, Michael" <michael.connors@mcinnescooper.com>
Date: 16 October 2012 22:12:26 ADT
To: Paul Michaels <paulcharlottem@googlemail.com>

Hello Paul,

Sorry for the poor response time.

I spoke with the firm’s client relationship lawyer for Irving Oil. He told me that if you provide us
with your written proposal he would make sure Arthur receives it.

Michael J. Connors
Partner

tel +1 (506) 453 0922 | fax +1 (506) 458 9903

Barker House, Suite 600
570 Queen Street
PO Box 610 Fredericton NB E3B 5A6

asst Sheri Tucker | +1 (506) 458 1668

Notice This communication, including any attachments, is confidential and may be protected by solicitor/client
privilege. It is intended only for the person or persons to whom it is addressed. If you have received this e-mail in
error, please notify the sender by e-mail or telephone at McInnes Cooper's expense. Avis Les informations
contenues dans ce courriel, y compris toute(s) pièce(s) jointe(s), sont confidentielles et peuvent faire l'objet d'un
privilège avocat-client. Les informations sont dirigées au(x) destinataire(s) seulement. Si vous avez reçu ce
courriel par erreur, veuillez en aviser l'expéditeur par courriel ou par téléphone, aux frais de McInnes Cooper.

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email
or the information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or
otherwise) immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation
for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce
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voie électronique à l'adresse courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

--
Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q…en.m.banks%40rbc.com&qs=true&search=query&th=13ac25695f867d93 Page 3 of 4
Gmail - Re: FW: 050101 22:16

40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
Website www.GuideNB.com
email fish@GuideNB.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or
the information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or
otherwise) immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for
future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel
ou des renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en
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à l'adresse courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

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Gmail - Blissfields NB 050101 01:47

Paul Michaels <paulcharlottem@gmail.com>

Blissfields NB
1 message

Paul Michaels <paulcharlottem@googlemail.com> 14 November 2012 16:43
Bcc: jeff erb <jwerb1@shaw.ca>, "Walkington, Paul" <Paul.Walkington@stantec.com>, Ian Cavanagh
<Ian@ambirsolutions.com>, "stephen.m.banks" <stephen.m.banks@rbc.com>, Kevin McKinstry
<kmckinstry@westervelt.com>, Alicia Cramer <acramer@westervelt.com>

Dear All

Just to advise that we have employed the services of Ed Belak at Global Sporting Advisors, to better process our
efforts to bring in investors. See below.

Should you have any personal questions, please feel free to still contact Charlotte (my wife) or me directly on +1 506
365 7277

We are very much open to the concept of securing some interim/bridging capital in return for 'fishing time'

Kindest regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
Website www.GuideNB.com
email fish@GuideNB.com

To whom it many concern

Much has changed in the Miramichi Valley since we all went up there wet behind the ears with visions of salmon
everywhere that were nowhere to be found.

For one,the salmon have returned,not in the droves you are accustomed to in Alaska with Pacific salmon, but they are
back in good numbers due to international conservation efforts and angling restrictions that call for the release of all
large breeding salmon over 24 inches.One is still allowed however to catch and release 4 salmon or grilse per day
however, which is done fairly regularly these days. Two grilse may be kept.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13affcdfb4c64519 Page 1 of 3
Gmail - Blissfields NB 050101 01:47

Also,there has been a significant re-kindling in the development of first class angling lodges along the Miramichi River
to meet the growing demand for Atlantic salmon fishing from anglers in the Northeast and Europe ( where except for
expensive Norway and Iceland,the salmon fishing is mediocre to poor).

Six years ago I was involved in the revitalization of Wilson's Sporting Camps,the construction of a very nice new lodge
and guest cabins and the sale of an 86% equity interest to a syndicate of hedge fund managers I assembled from
NYC and CT. Wilson's owned in fee simple 16 contiguous good pools over 5 miles of the main Southwest in
McNamee,N.B. It was the largest sale of contiguous salmon water ever held in the Province. Two years later I advised
on the sale of significant water just upstream from Wilsons to Irving Corp. Other assignments have included the sale
of private lodges on the Matapedia ( The Tobique Salmon Club) and in 2010,Middle Camp on the Cascapedia
,perhaps one of the top five salmon camps in the world. And then there was the sale of the historic Ledges,on
Kenebago Lake in Western Maine.

My company,Global Sporting Advisors (www.globalsportingadvisors.us), has recently been retained by Paul Michaels
, a self made Brit ( https://profiles.google.com/111953259793553771875/about) with a passion for salmon
conservation and angling , to develop a set of marketing and financial materials to assist him in locating a person,or
small syndicate,to invest in his completely restored Blissfield Sporting Camp on the main Southwest Miramichi River
near Doaktown,N.B.

I had the pleasure of touring Blissfield Sporting Camp with Paul two weeks ago and was extremely impressed with the
quality and aesthetic sensibility of the entire restoration effort.There are four large lodges each with two separate and
amply furnished 4 star king size bedrooms, sizeable baths ensuite, a screened sitting porch and another outside
veranda. A spacious main fireplaced dining room/kitchen is between the cabins . Without question Blissfield now
ranks among the top three lodges in the Province of New Brunswick( after the venerable Restigouche Salmon Club
and Camp Harmony-- designed by Sanford White) given the quality and number of pools they own and lease,the
aesthetic appeal of the setting and new infrastructure and the absolutely magnificent attention to creature comforts
and cuisine that Paul, his wife Charlotte, and their team have created. Because of the excellence involved in the
restoration,their attention to detail in ensuring first class service , and the pools they have available I am very confident
that there will be strong involvement from individuals and corporate entities in taking a financial interest in Paul's
operation.

As a fly fisherman,you are undoubtedly aware of Frontiers,the largest international booking agent for our sport and
here is what they have to say about Blissfield,built on the site of The Old River Lodge:

http://www.miramichi-salmon-fishing-canada.ca/trip-reports/mike-fitzgerald-jr-from-frontiers-fishing-the-old-river-
lodge.html

Another impartial web site that has been known to call a spade a spade has also opined on Blissfield:

http://www.wherewisemenfish.com/Fly-fishing/freshwater-holidays/East-Canada-Salmon-Miramichi-Blissfield-Lodge#
Salmon-Pools

To summarize,Blissfield is all new, immaculate, tastefully decorated,extremely comfortable , has beautiful river views
of a terrific home pool and 12 more with exclusive access,cell phone service, and is easily accessible from New
England by auto ( even from Cornish,Maine) ,or only 60 or so minutes from the Fredericton international airport.

I would like to discuss your potential involvement in Blissfield at your earliest convenience. Kindly inform me as to your
availability in return email and I will call you at an appointed time. I have many many photos of the site and the
construction if you are interested.

Global Sporting Advisors has begun work on a series of documents that will portray the entirely of Blissfield's ( similar
to what I sent you on Long Meadow Acres) to a select group of potential partners,but I wanted to reach out to you as
quickly as I could,given our long standing friendship and I sense the potential for good accessible salmon fishing that
can be done in comfort and with some semblance of style.

Thank you very much for your consideration and I look forward to hearing from you soon.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13affcdfb4c64519 Page 2 of 3
Gmail - Blissfields NB 050101 01:47

Very best,

Ed.

Ed Belak
Founder
Global Sporting Advisors
31 Strawberry Hill Rd.
New Canaan,CT 06840

917-509-1935 mobile
203-594-9372 direct

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13affcdfb4c64519 Page 3 of 3
Gmail - Re: Referral to Special Loans Advisory Services SLAS 050101 01:49

Paul Michaels <paulcharlottem@gmail.com>

Re: Referral to Special Loans Advisory Services SLAS
1 message

Paul Michaels <paulcharlottem@googlemail.com> 18 January 2013 15:30
To: "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com>

S
Got it. Thanks!
P

On 15 January 2013 20:44, Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com> wrote:

Hi Paul,

As we discussed, Ross Backman will be handling your file going forward. Ross's contact info:
rossbackman@rbc.com ph 1-902-421-7445

I had a good conversation with Ross today and Ross said you can give him a call or drop him an email to set up a
convenient time to chat.

Cheers Steve

Stephen Banks | Commercial Account Manager | RBC Royal Bank | Direct: 1-506-450-2311 | Cell: 506-260-6069 |
stephen.m.banks@rbc.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

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Gmail - Blissfields financials 050101 08:08

Paul Michaels <paulcharlottem@gmail.com>

Blissfields financials
1 message

Paul Michaels <paulcharlottem@gmail.com> 24 January 2013 00:21
To: ian chard <ian.chard@dsl.pipex.com>
Cc: "Backman, Ross" <ross.backman@rbc.com>
Bcc: "stephen.m.banks" <stephen.m.banks@rbc.com>

Hi Ian

Herewith BSCL property holding figures.

Still waiting to finalise the 2102 figures for the trading Co ORL. I have attached a very rough first draft on 2012/13
P&L attached.

Kindest

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

3 attachments
Blissfield Balance Sheet PM 230113.xls
12K
BSCL Income Statement PM 230113.xls
10K
Old River Lodge Summary P&L June 12-Jan 13.xls
12K

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13c69ee38a96f369 Page 1 of 1
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “H2”
Gmail - Update / Notice 050101 01:53

Paul Michaels <paulcharlottem@gmail.com>

Update / Notice
1 message

Backman, Ross <ross.backman@rbc.com> 29 January 2013 17:20
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: Darrell Stephenson <dstephenson@stewartmckelvey.com>

Paul,

Further to various communications (e-mail / phone) we have exchanged over a fairly short period, I committed to you
that I would keep you informed as to the banks actions. I have instructed the banks solicitor to issue demands for
payment on both the borrower and guarantors and issue a notice of intention to enforce security.

I suspect you will receive or be served the demands in the very near future however in the interim if you would like to
discuss this matter in more detail please do not hesitate to contact me.

Sincerely

Ross Backman

Ross Backman | Manager, Special Loans & Advisory Services | Royal Bank of Canada
T. 902-421-7445 | F. 902-421-8293 | C. 902-476-4775
5161 George Street, PO Box 1147, Suite 1101, Halifax, NS B3J 2Y1

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
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Gmail - Fwd: FW: Blissfield Payables 050101 02:12

Paul Michaels <paulcharlottem@gmail.com>

Fwd: FW: Blissfield Payables
1 message

Paul Michaels <paulcharlottem@gmail.com> 12 November 2013 02:08
To: Paul & Charlotte Michaels <paulcharlottem@gmail.com>

PMs Comments to Ross Backman re queries on Loan payment Outstanding/due

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

---------- Forwarded message ----------
From: Backman, Ross <ross.backman@rbc.com>
Date: 8 February 2013 18:56
Subject: FW: Blissfield Payables
To: Paul Michaels <paulcharlottem@gmail.com>

Please see below

Ross

From: McGuire, Colleen
Sent: 2013, February, 08 2:45 PM
To: Backman, Ross
Cc: McGuire, Colleen
Subject: RE: Blissfield Payables

Hi Ross

BSCL not notified of any change/increase in interest rate. Any increase in rate associated with perception of additional
risk assists bank with managing account back to health.

Please see the attached printouts.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&search=inbox&th=1424a113ac2b4ef3 Page 1 of 3
Gmail - Fwd: FW: Blissfield Payables 050101 02:12

Visa 4516 0700 0698 1981 is currently delinquent. Last payment was made in November 2012. $519.00 is required to
bring the payment current.$519 due

Loan 44727410-003 (Government Guaranteed Loan) is currently $26,566.95 in arrears. ( $18,348.64 principal +
$8218.31 interest). This loan is set up as PRINCIPAL + INTEREST.? No change in contract terms received by BSCL
so contractually left in limbo as to payment terms or amounts. Steve said requested P+I and confirmed deferral
agreed.
Payments for the next 4 months would be approximately $28,748.64.

Loan 44727410-006 (Term Loan) is currently $4700.35 in arrears. ( all interest as this loan is set up as INTEREST
ONLY)
Payments for this loan for the next 4 months, if I stay with the interest only set up would be approximately $9600.00.
Only $3750 due ? according to contract and bank statements

Loan 44727410-008 (Term Loan) is currently $3133.56 in arrears. (all interest as this loan is set up as INTEREST
ONLY)
Payments for this loan for the next 4 months, if I stay with the interest only set up would be approximately $6400.00.
Only $1875 due? Total amount due as at 08 Feb 2012 approx. = $6k not $37k

Colleen

From: Backman, Ross
Sent: 2013, February, 07 2:53 PM
To: McGuire, Colleen
Subject: FW: Blissfield Payables

please provide

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: 2013, February, 07 10:39 AM
To: Backman, Ross
Cc: Aunden Rae
Subject: Blissfield Payables

Hi Ross

I need a confirmation from you in writing for the investors on the following

Please supply an up to date figure for any RBC loan repayments which are delinquent (overdue)

Confirmation of next 4 month payment and the amounts payable is also required

Many thanks in advance

Kind regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&search=inbox&th=1424a113ac2b4ef3 Page 2 of 3
Gmail - Fwd: FW: Blissfield Payables 050101 02:12

Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

762K

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&search=inbox&th=1424a113ac2b4ef3 Page 3 of 3
Gmail - Re: Equity Investment 050101 02:15

Paul Michaels <paulcharlottem@gmail.com>

Re: Equity Investment
1 message

Paul Michaels <paulcharlottem@gmail.com> 28 March 2013 21:46
To: "Backman, Ross" <ross.backman@rbc.com>

Dear Ross

Thank you for standing by.

I was aware that you have been away for two weeks.

Sorry for late reply to your email of earlier today, we have been out with clients all day.

Yes the NB investor has agreed an initial commitment to inject an initial $80k Paperwork ready to sign.

Once BSCL & ORLI financials are up to date they will review their position with regard to any further investment.

We have some traction with equity partners on larger scale. I suspect that a site visit once ice has gone out and they
can fish and stay in luxury lodgings may elicit a more tangible commitment to invest at a more substantial investment.

Kind regards
Paul

Sent from my iPhone

On 28 Mar 2013, at 18:09, "Backman, Ross" <ross.backman@rbc.com> wrote:

Paul,

As you know the bank has been waiting for some time for you secure funds to assist the cash flow of the
business and in the interim the bank has remained patient regarding repayment of it's debt which is
seriously in arrears.
Can you please update me on your equity investor. Has the investor agreed to inject funds, if so how
much and when will it be released to you. I am speaking of the N B investor.

Thank you

Ross Backman

Ross Backman | Manager, Special Loans & Advisory Services | Royal Bank of Canada
T. 902-421-7445 | F. 902-421-8293 | C. 902-476-4775
5161 George Street, PO Box 1147, Suite 1101, Halifax, NS B3J 2Y1

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Gmail - Re: Equity Investment 050101 02:15

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of
this email or the information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender
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GUARANTEE AND POSTPONEMENT OF CLAIMS

THIS AGREEMENT made the ____ day of April, 2013

BETWEEN:
PAUL MICHAELS and CHARLOTTE MICHAELS, both of 40
GREEN BYE ROAD, BLISSFIELD AND PROVINCE OF NEW
B RUNSWICK , AND COUNTRY OF C ANADA (hereinafter
referred to as the “Guarantors” or individually each as the
“Guarantor”)

to and in favour of

PHOENIX WOOD PRODUCTS LTD. having its registered
office located at 92 Davidson Lake Road in the Village of
Dumfries and Province of New Brunswick and Country of
Canada (hereinafter referred to as the “Creditor”)

IN CONSIDERATION OF the sum of $10 and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Guarantors, jointly and severally with
each and every other Guarantor, hereby agree with the Creditor as follows:

1. Guaranteed obligations

The Guarantors, jointly and severally, irrevocably and unconditionally guarantee the due
and punctual payment and performance of all past, present and future debts, liabilities and
obligations together with interest thereon of BLISSFIELD SPORTING CAMPS LIMITED having its
registered office located at 40 Green Bye Road, Blissfield in the Province of New Brunswick
(the “Debtor”) to the Creditor whenever, however or wherever incurred and any ultimate unpaid
balance thereof (collectively, the “Guaranteed Obligations”).

2. Costs and expenses

The Guarantors, jointly and severally, agree to pay the Creditor, upon demand, all out-of-
pocket costs and expenses (including, without limitation, legal fees on a solicitor and client
basis) incurred by or on behalf of the Creditor in connection with enforcing any of its rights
against the Debtor in respect of the Guaranteed Obligations or against the Guarantors.

3. Right to immediate payment

The Creditor shall not be bound to seek or exhaust its recourse against the Debtor or any
other persons or to realize on any securities it may hold in respect of the Guaranteed Obligations

1|Page
before being entitled to payment from the Guarantors, jointly and severally, under this Guarantee
and the Guarantors renounce all benefits of discussion and division, and waive any right to
require the Creditor to proceed against the Debtor.

4. Payment on demand

The liability of the Guarantors shall be payable immediately upon written demand and
such demand shall be conclusively deemed to have been effectually made and given when an
envelope containing such demand, addressed to either Guarantor, is delivered to the attention of
said Guarantor at the address of the Guarantor set forth in this Guarantee or at such other address
as the Guarantor may from time to time designate to the Creditor in writing. The liability of the
Guarantors shall bear interest from the date of such demand and both before and after judgment
at the rate of 12% per annum.

5. Statement of accounts

Any account settled or stated by or between the Creditor and the Debtor, or if any such
account has not been so stated or settled prior to any demand for payment, any account stated by
the Creditor shall, in the absence of manifest error, be accepted by the Guarantors, jointly and
severally, as conclusive evidence that the amount of the Guaranteed Obligations so settled or
stated is due and payable by the Debtor to the Creditor, or remains unpaid by the Debtor to the
Creditor.

6. Liability absolute

The liability of the Guarantors, jointly and severally, shall be absolute and unconditional
irrespective of:
(a) the invalidity, un-enforceability or illegality, in whole. or in part, of any agreements,
instruments or other documents held by the Creditor to create, represent or evidence
any Guaranteed Obligations;
(b) any defence, counterclaim or right of set-off available to the Debtor; any change in
the name, objects, capital, constating documents or by-laws of the Debtor or any
Guarantor;
(c) any amalgamation, merger or re-organization of the Debtor or, if a partnership, in the
firm, including, without limitation, by reason of the death, retirement or admission for
membership of any partners (in which case this agreement shall apply to the
corporation or partnership, as the case may be, resulting or continuing therefrom); or
(d) the sale of the business of the Debtor, or any other circumstances which might
otherwise constitute, in whole or in part, a defence available to, or a discharge of, the
Guarantor, the Debtor or any other persons, firms or corporations in respect of the
Guaranteed Obligations or the liability of any Guarantor.

7. Dealings by Creditor

2|Page
The Creditor may, without giving notice to or obtaining the consent of any Guarantor,
grant time, renewals, extensions and other indulgences, take and give up securities (which word
as used herein includes other guarantees), accept compositions, grant releases and discharges,
whether full, partial, conditional or otherwise, perfect or fail to perfect any securities, release any
undertaking, property or assets charged by any securities to third parties and otherwise deal or
fail to deal with the Debtor and others (including, without limitation, any other guarantors) and
securities, hold any moneys received from the Debtor and others or from any securities
unappropriated, apply such moneys against such part of the Guaranteed Obligations and change
any such application in whole or in part from time to time, all as the Creditor may see fit, without
prejudice to or in any way discharging or diminishing the liability of the Guarantor and no loss
of or in respect of any securities received by the Creditor from the Debtor or any other persons,
whether occasioned through the fault of the Creditor or otherwise, shall in any way discharge or
diminish the liability of the Guarantors under this Guarantee.

8. Liability as principal debtor

All debts, liabilities and obligations purporting to be incurred by the Debtor and owing to
the Creditor shall form part of the Guaranteed Obligations notwithstanding any incapacity,
disability, or lack or limitation of status or power of the Debtor or any of its directors, officers or
agents or that the Debtor may not be a legal entity or any irregularity or defect or informality in
the incurring of such debts, liabilities or obligations and any such debts, liabilities and
obligations which may not be recoverable from the Guarantors, jointly or severally, as guarantors
shall be recoverable from the Guarantors as principal debtor upon demand and with interest,
calculated and payable as provided in this Guarantee.

9. Continuing nature and reinstatement

This Guarantee is a continuing guarantee and shall apply to and secure payment of all
Guaranteed Obligations and any ultimate unpaid balance thereof, and it shall remain in full force
and effect notwithstanding the release or discharge of the Debtor for any reason whatsoever,
other than payment in full or the performance of the Guaranteed Obligations. This Guarantee
shall be reinstated if at any time any payment of any Guaranteed Obligations is rescinded or must
otherwise be returned by the Creditor upon the insolvency, bankruptcy or reorganization of the
Debtor or for any other reason whatsoever, all as though such payment had not been made.

10. Liquidation, bankruptcy, etc.

In the event of any liquidation, winding up, insolvency or bankruptcy of the Debtor
(whether voluntary or compulsory) or in the event that the Debtor shall make a bulk sale of any
of its assets within the bulk transfer provisions of any applicable legislation or any composition
with creditors or scheme of arrangement, the Creditor shall have the right to rank in priority to
the Guarantors, jointly and severally, for its claim in respect of the Guaranteed Obligations and

3|Page
to receive all dividends or other payments in respect thereof until its claim has been paid in full,
all without prejudice to its claim against the Guarantors who shall continue to be liable for any
remaining unpaid balance of the Guaranteed Obligations. In the event of any valuation or
retention by the Creditor of any securities, such valuation or retention shall not, as between the
Creditor and the Guarantors, be considered payment, satisfaction or reduction of any Guaranteed
Obligations.

4|Page
11. Waiver of subrogation rights

In the event that the Creditor receives any payments on account of the liability of the
Guarantors, the Guarantors shall not have, and waive to the extent required, all rights to claim
repayment from or against the Debtor and any other guarantors and all rights to be subrogated to
any rights of the Creditor, until the Guaranteed Obligations have been paid in full.

12. Termination of further liability

Subject to the terms and conditions contained in this Section 12, the Guarantors may by
written notice to the Creditor, delivered to the attention of MR. AUNDEN RAE at the address of
the Creditor set forth in this Guarantee or at such other address as the Creditor may from time to
time designate to any Guarantor in writing, terminate any further liability in respect of the
Guaranteed Obligations incurred by the Debtor more than thirty (30) days (the "Notice Period")
after receipt of such notice. The Guarantors shall remain liable for all Guaranteed Obligations
incurred prior to, but maturing after, the expiration of the Notice Period and for all Guaranteed
Obligations incurred after the expiration of the Notice Period pursuant to any prior commitments
(express or implied) of the Creditor. This Guarantee shall not terminate upon the death or
incapacity of any Guarantor or upon receipt by the Creditor of any notice in respect thereof and
the heirs, legal representatives, successors and assigns of said Guarantor shall continue to be
liable, unless and to the extent that any further liability is terminated as provided in this
Guarantee.

13. Postponement and assignment of claims

All present and future debts, liabilities and obligations of the Debtor to the Guarantors,
jointly and severally, (collectively the "Assigned Obligations") are postponed to the payment of
the Guaranteed Obligations and are assigned by the Guarantors to the Creditor as continuing
security for the payment of the joint and several liability of the Guarantors. Any moneys or other
property received by the Guarantors in respect of any Assigned Obligations shall be received in
trust for, and immediately upon receipt paid over to, the Creditor with all necessary
endorsements and assignments and pending such payment shall be held separate and apart from
all other property held by the Guarantors. Any moneys received by the Creditor pursuant to this
Section 13, including moneys derived from instruments and any other property, may be applied
against any Guaranteed Obligations or held by the Creditor as continuing security for the liability
of the Guarantors or released to the Guarantors, all as the Creditor may see fit and without
prejudicing or in any way discharging or diminishing the joint and several liability of the
Guarantors. In the event that the further joint and several liability of the Guarantors is
terminated, the provisions of this Guarantee relating to the postponement and assignment of the
Assigned Obligations shall continue in full force and effect until the Guaranteed Obligations

5|Page
have been paid in full and the Creditor is under no obligation to make any further advances or
extend any other financial accommodation to or for the benefit of the Debtor. Despite the
foregoing, the Guarantors shall be entitled to receive and deal with any payments on account of
any Assigned Obligations in the form of [salaries and any other permitted payments] made by the
Debtor in the ordinary course of business prior to a default in the payment of any Guaranteed
Obligations. The assignment and postponement of claims herein contained is independent of this
Guarantee and shall remain in full force and effect notwithstanding that the joint and several
liability of the Guarantors under this Guarantee may be extinct. The Guarantors warrant and
state that the Assigned Obligations are not less than one million four hundred thousand
dollars ($1,400,000.00) and that no third party, except Springhill Construction Limited and
the Royal Bank of Canada has any priority to, received an assignment of or has any claim
to the Assigned Obligations. The Guarantors further warrant and advise that the Assigned
Obligations are unsecured and that the Guarantors have the right and capacity to assign
and postpone the Assigned Obligations to the Creditor.

14. No rights of set-off

All amounts payable by the Guarantors, either jointly or severally, shall be paid without
set-off or counterclaim and without any deduction or withholding whatsoever unless and to the
extent that the Guarantors shall be prohibited by law from doing so, in which case the
Guarantors, either jointly or severally, shall pay to the Creditor such additional amount as shall
be necessary to ensure that the Creditor receives the full amount it would have received if no
such deduction or withholding had been made.

15. Entire agreement

There are no representations, conditions, promises, agreements or understandings with
respect to this Guarantee or affecting the liability of the Guarantors other than as set forth or
referred to in this Guarantee. Possession of this Guarantee by the Creditor shall be conclusive
evidence against the Guarantors that the Guarantee was not delivered in escrow or pursuant to
any agreement that it should not be effective until any condition precedent or subsequent has
been complied with and this Guarantee shall be operative and binding notwithstanding the non-
execution thereof by any proposed signatory.

16. Additional security

This Guarantee is in addition and without prejudice to any obligation or security of any
kind by whomever given (including, without limitation, any guarantees, whether or not in the
same form as this Guarantee) now or hereafter held by the Creditor.

17. Further assurances

6|Page
The Guarantors shall from time to time upon the request of the Creditor, execute and
deliver, under seal or otherwise, all such further agreements, instruments and documents and do
all such further acts and things as the Creditor may require to give effect to the transactions
contemplated by this Guarantee.

7|Page
18. Successors, assigns and governing law

This agreement shall enure to the benefit of and be binding upon the respective heirs,
legal representatives, successors and assigns of each of the Guarantors and the Creditor and shall
be governed by and construed in accordance with the laws of the Province of New Brunswick.
The Guarantors irrevocably submits to the jurisdiction of the courts of the Province of New
Brunswick in any action or proceeding arising out of or relating to this Guarantee but nothing
shall prevent the Creditor from enforcing this Guarantee or any related judgment against the
Guarantors or any of them in any other jurisdiction. This Guarantee shall not be assigned by the
Guarantors or any of them without prior written consent of the Creditor.

19. Acknowledgment of receipt

Each of the Guarantors acknowledges receipt of a copy of this Guarantee.

SIGNED, SEALED AND DELIVERED )
in the presence of )
)
)
)
) signature _________________________
) name: PAUL MICHAELS
)
)
)
) signature _________________________
) name: CHARLOTTE MICHAELS
)
)
)

8|Page
CERTIFICATE OF INDEPENDENT LEGAL ADVICE

On this __________ day of ______________________, 2013 I, _________________________,
a Notary Public/Barrister/Solicitor practicing in ______________________ was consulted by
PAUL MICHAELS and CHARLOTTE MICHAELS(the “Guarantors” ) as to the effect of executing
the GUARANTEE AND POSTPONEMENT OF CLAIMS a copy of which is attached hereto.

I explained to the Guarantors the nature of the document described above and advised them fully
as to the effect of the document. They have informed me, and I am satisfied, that they fully
understand the nature and effect of executing the document and that in executing the document
they are acting freely and voluntarily and not under any undue influence exercised by
any other person.
I have given this advice to the Guarantors as their Notary Public/Barrister/Solicitor and in their
interest only without regard to or consideration for the interest of any other person. I am not
acting on behalf any other person in connection with this matter.

Yours very truly,

Name: _____________________________________
_address______________________________
_____________________________________
_____________________________________
_____________________________________

We hereby acknowledge that all statements made in this Certificate are true and that
___________________________________ in advising us herein, was consulted by us as our
personal Notary Public/Barrister/Solicitor and in our interest only.

__________________________________ ___________________________________
Witness PAUL MICHAELS

__________________________________ ___________________________________
Witness CHARLOTTE MICHAELS

9|Page
Gmail - RE: Aunden Rae and Phoenix Wood Products Ltd. 050101 02:18

Paul Michaels <paulcharlottem@gmail.com>

RE: Aunden Rae and Phoenix Wood Products Ltd.
1 message

Backman, Ross <ross.backman@rbc.com> 24 April 2013 15:16
To: Paul Michaels <paulcharlottem@gmail.com>

Paul,

please advise when funds are advanced.

Thank you

Ross Backman

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: 2013, April, 23 3:04 PM
To: jebujold@gormannason.com; carae@lexi.net; Aunden Rae; Low Newbiggin House
Subject: Fwd: Aunden Rae and Phoenix Wood Products Ltd.

Sent from my iPhone

Begin forwarded message:

From: Sue Tompkins <susan@wbmlawyers.nb.ca>
Date: 23 April 2013 21:44:01 GMT+04:00
To: "'paulcharlottem@gmail.com'" <paulcharlottem@gmail.com>
Cc: Charlie Bird <charlie@WBMLawyers.nb.ca>
Subject: Aunden Rae and Phoenix Wood Products Ltd.

Paul, attached is a copy of correspondence to Mr. Bujold, Phoenix Wood Products Ltd. and Aunden Rae
with attachments, for your file.

Sue for Charlie Bird.

Sue Tompkins
Assistant to Charlie Bird
Whitehead, Bird & Miles
Barristers and Solicitors
111 Main Street
Fredericton, NB E3A 1C6

Tel. (506) 458-9077
Fax (506) 458-1274

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Gmail - RE: Aunden Rae and Phoenix Wood Products Ltd. 050101 02:18

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
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Gmail - Blissfield 050101 02:25

Paul Michaels <paulcharlottem@gmail.com>

Blissfield
1 message

Backman, Ross <ross.backman@rbc.com> 25 April 2013 14:17
To: Paul Michaels <paulcharlottem@gmail.com>

Paul,

Attached you will find details on loan arrears. I summarize as follows;

>Government Guarantee loan $41,864.72

>Demand loan i/a/o $450M total interest due is $15,148.98

>Demand loan i/a/o $300M total interest due is $6,164.38

> Total arrears equate to $63,178.08

Regards

Ross Backman

Ross Backman | Manager, Special Loans & Advisory Services | Royal Bank of Canada
T. 902-421-7445 | F. 902-421-8293 | C. 902-476-4775
5161 George Street, PO Box 1147, Suite 1101, Halifax, NS B3J 2Y1

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

noname.eml
763K

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Gmail - RE: Blissfields Update 050101 02:29

Paul Michaels <paulcharlottem@gmail.com>

RE: Blissfields Update
1 message

Backman, Ross <ross.backman@rbc.com> 29 April 2013 19:32
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: Darrell Stephenson <dstephenson@stewartmckelvey.com>

Dear Paul,

As we discussed this morning I did receive via your e-mails the documentation that was being prepared for
execution between yourself and the NB investor. The bank did not provide a comment, as those dealings were
between you, your solicitor, the NB investor & their solicitor. The e-mails served as a means of keeping the bank
informed as to your progress with your capital attraction activities and nothing more.

In regard to RBC obligations that need to be brought current please note the following:

1.Government Guaranteed Loan - Principal payments were not deferred as a new loan agreement was never
executed.

As at April 25, 2013 arrears are;

Principal $27,522.96
Interest $14,341.76
Loan is currently 6 months in arrears
Payments are scheduled to come out on the 27th of each month.

2.Term loan in the amount of $450,000.00

As at April 25, 2013 arrears are;

Interest due is $15,148.98
Loan is currently 3 months in arrears
Loan interest is scheduled to come out on the 15th of each month.

3.Term loan in the amount of $300,000.00

As at April 25, 2013 arrears are;

Interest due is $6,164.38
Loan is currently 4 months in arrears
Loan interest comes out the last day of each month.

4.Loan realization cost - these are cost incurred by the bank in its efforts to protect / enforce the banks security
position. These cost were not previously provided, due to an oversight on my part. Realization cost to date
are $8,053.70

Total required to bring loan obligations current are $43,708.82 (this includes loan realization cost but excludes the
principle portion of the Government Guaranteed loan). The bank will not remain patient beyond April 30,2013.

In regard to the Government Guaranteed loan, principle payments were not deferred to August 2013 as requested. As
mentioned above this was due to a new loan agreement not being issued and executed. Consequently I have

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Gmail - RE: Blissfields Update 050101 02:29

removed the principle portion owed under the government guaranteed debt from the amount required to be paid by
April 30, 2013.

In addition to loans being brought current by April 30th, 2013 we have consistently informed you that the bank would
remain patient and provide you time to address issues impacting your business provided bank loans were brought /
kept current and that you would have sufficient working capital to meet your obligations as they generally come due. In
this regard the bank is not satisfied that you have sufficient capital to meet your debt obligations to the bank and have
adequate working capital to carry on business in the normal course. You have advised that the NB investor has
advanced $80,000.00 from which approximately $50,000.00 -$60,000.00 was needed to bring pay trade payables &
CRA current. Therefore, there does not appear to be sufficient capital to bring the bank current nor is there adequate
funding to support the business going forward without additional investment.

Please advise the bank prior to the close of business on April 30, 2013 if you can satisfy the banks requirements.

Thank You

Ross Backman

Ross Backman | Manager, Special Loans & Advisory Services | Royal Bank of Canada
T. 902-421-7445 | F. 902-421-8293 | C. 902-476-4775
5161 George Street, PO Box 1147, Suite 1101, Halifax, NS B3J 2Y1

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: 2013, April, 26 10:35 AM
To: Backman, Ross
Subject: Blissfields Update

Dear Ross

We emailed you the papers required by our interim NB investors. I have received no comment back from the royal
Bank?

We have all the paper work completed and ready to register , Charlie Bird of Whitehead Bird & Miles would like to call
you to discuss.

Phoenix Wood Products has initially committed to cover payables to keep the company solvent until the season
opens.

As requested by RBC and In order to protect the Blissfields trading position, PWP and or Aunden Rae have recently
paid

2013 BSCL leases
Professional Valuation by Global Sporting Advisors
Ford Credit Payments
NB Power
NB Aliant Bell Mobility
PM Travel & Marketing expenses

There are still some critical outstanding payables which they are looking to pay in full or in part including

Royal Bank of Canada
Book keeper - to bring financials current
CRA

The figure that you advised yesterday of $64K, seems high and would put us beyond the figure that they are
contractually obliged to cover at this stage.

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Gmail - RE: Blissfields Update 050101 02:29

Aunden Rae intends to invite his brothers to the lodge and this may open the door to further financial assistance or
possibly investment on a far greater scale.

We have done everything both physically and financially possible to protect the Royal Banks as well as our
investment.

In the event that it may be difficult for us to pay the full $64k could we have a discussion about the amount that you
would accept in order to retain the supports bank assistance. This allow us to plan the next 3 month cashflow forecast
and prioritise distribution of PWP loan funds.

Given the latest update on the lodges indicative value it may now be possible for the bank to take a view on further
assistance.

Restructuring the existing debt
Extension of the deadline to bring the account up to date.
Part payment of the delinquent payments
Lower interest rate
Further funds secured against amounts funds held by an investor in GIC Account

I will call you to discuss

Sincerely

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

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Gmail - BSCL 050101 02:31

Paul Michaels <paulcharlottem@gmail.com>

BSCL
1 message

Paul Michaels <paulcharlottem@gmail.com> 29 April 2013 20:14
To: "Backman, Ross" <ross.backman@rbc.com>
Cc: carae@lexi.net, Aunden Rae <phoenixwoodproducts@xplornet.com>
Bcc: "stephen.m.banks" <stephen.m.banks@rbc.com>

Dear Ross

To confirm our discussion of earlier today

We have secured an interim loan/investment of $80k from Phoenix Wood Products. They have agreed to loan us the money is to
put Blissfields in a more attractive light for investors, whilst at the same time protecting their investment to date.

We have had no choice but to use a proportion of the $80k to pay immediate payables that could have had a further detrimental
effect on the viability of the company or its capacity to have a viable opening and take bookings, which in turn should give us the
ability to start servicing the RBC loans again.

Bills paid by PWP to date

Pool leases
NB Power
Property Insurance
Vehicle Leases
PM Travel
Marketing
Credit Card interest

Todays Balance $27, 000

We fully understand the banks position, however if it demands that the balance of funds is used to reduce the payments deficit
then we effectively have no funds to operate and are effective out of business. Does the bank have a viable solution to this
problem? Will the latest professional valuation make any difference?

Clearly we are going to require to showcase the camps and fishing to investors when the fish are running. We have corporations
and individuals booked in to view the property in June and July 2013, including Paul Brundage of Oxford Properties whom I
believe is known to RBC.

In the meantime and in order that we can keep the banks faith we would like to make a payment on account that would leave us
enough operating capital to keep the business viable until bookings start to come in or until we can secure a large investor.

I am sure that you will understand the challenges that I have faced in securing an investor during the cold winter months. We
intend to invite the other PWP directors up to the lodge in May so that they may be better able to appreciate the value in
supporting the business further.

We continue to everything within our power to protect the banks position and our investment to date and assure the bank that we
have no intention of turning our back on our responsibilities with regard to our loan commitments.

Kindest regards

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Gmail - BSCL 050101 02:31

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13e573816a165ce7 Page 2 of 2
Gmail - Blissfield Sporting Camps Limited account Number 00884-1015296 050101 02:33

Paul Michaels <paulcharlottem@gmail.com>

Blissfield Sporting Camps Limited account Number 00884-1015296
1 message

Paul Michaels <paulcharlottem@gmail.com> 30 April 2013 20:27
To: "Backman, Ross" <ross.backman@rbc.com>
Cc: carae@lexi.net, Aunden Rae <phoenixwoodproducts@xplornet.com>

Dear Ross

Please would you debit enough funds (I do not have the exact figure to hand) from the above business current
account, to pay 1 months interest payment on the following Business Loans.

09344-44727410-006 $450,000 Loan

09344-44727410-008 $300,000 Loan

Once we have confirmed the exact current financial position of BSCL with regard to property taxes, CRA and other
crucial payables we will be able to advise you when you can expect further funds.

We have had a few enquiries for fisherman over the past few days, which is a further step in the right direction.

A full update on the financials will be provided to you as soon as we have anything new or positive to report.

Thank you.

Kindest regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

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Gmail - RE: Blissfield Sporting Camps Limited account Number 00884-1015296 050101 02:35

Paul Michaels <paulcharlottem@gmail.com>

RE: Blissfield Sporting Camps Limited account Number 00884-1015296
1 message

Backman, Ross <ross.backman@rbc.com> 30 April 2013 20:59
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: "carae@lexi.net" <carae@lexi.net>, Aunden Rae <phoenixwoodproducts@xplornet.com>, Darrell Stephenson
<dstephenson@stewartmckelvey.com>, "Reed, Lynn" <lynn.reed@rbc.com>

Paul,

As per my e-mail of this morning the banks position remains unchanged. The bank requires that the loan arrears be
paid in full by April 30, 2013 and that you demonstrate that you have adequate working capital to carry on business in
the normal course.

If you are unable to comply with the banks request then the bank will have to give consideration to its other options to
remedy the situation.

Under the current circumstances the bank will not debit your business account for partial payment of arrears.

Thank You

Ross Backman

Ross Backman | Manager, Special Loans & Advisory Services | Royal Bank of Canada
T. 902-421-7445 | F. 902-421-8293 | C. 902-476-4775
5161 George Street, PO Box 1147, Suite 1101, Halifax, NS B3J 2Y1

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: 2013, April, 30 4:28 PM
To: Backman, Ross
Cc: carae@lexi.net; Aunden Rae
Subject: Blissfield Sporting Camps Limited account Number 00884-1015296

Dear Ross

Please would you debit enough funds (I do not have the exact figure to hand) from the above business current
account, to pay 1 months interest payment on the following Business Loans.

09344-44727410-006 $450,000 Loan

09344-44727410-008 $300,000 Loan

Once we have confirmed the exact current financial position of BSCL with regard to property taxes, CRA and other
crucial payables we will be able to advise you when you can expect further funds.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13e5c87d0365ba58 Page 1 of 2
Gmail - RE: Blissfield Sporting Camps Limited account Number 00884-1015296 050101 02:35

We have had a few enquiries for fisherman over the past few days, which is a further step in the right direction.

A full update on the financials will be provided to you as soon as we have anything new or positive to report.

Thank you.

Kindest regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “I2”
Gmail - (no subject) 050101 03:58

Paul Michaels <paulcharlottem@gmail.com>

(no subject)
1 message

Charlie Bird <charlie@wbmlawyers.nb.ca> 14 May 2013 17:17
To: Paul Michaels <paulcharlottem@gmail.com>

Dear Mr. and Mrs. Michaels:

I wish to advise that we have been contacted by George Kinsman of Ernst & Young who
has been appointed by the Royal Bank of Canada (the "Bank") to act as Receivership under the bank's
security.

I have not seen any documents such as the demand or notice of intention. I will be
requesting a copy of these from the Receiver.

I was told by Mr. Kinsman that I would speak to Darrell Stephenson at Stewart McKelvey
over the next day or so. We have spoken. Mr. Stephenson, at this point, is acting for the Receiver. I
raised the issue of a conflict with him and he does not agree that Stewart McKelvey is in a conflict. If
you object you could ask the court for a ruling at this time.

As the Bank has taken steps to enforce its security and appointed a private receiver, it is
under a duty to act for and protect the interest of all creditors, not just the Bank. The Receiver is an
officer of the court and is accountable to the court for its in actions.

I am going to recommend to the Receiver that we attempt to enter into a Forbearance
Agreement to permit the operation of the camps in normal course to the greater extent possible
throughout the fishing season. Normally this is done prior to the appointment of a receiver, and the Bank
may not be willing. In any event the Bank will want to be satisfied that payments and expenses can be
brought current and there is enough money to fund the ongoing operations.

If they are going to forebear, the Bank will want to make sure that sufficient cash is
available to operate. If you have not completed a detailed cash flow statement, then you should
immediately undertake this exercise. It needs to be conservative and realistic in terms of income and
expenses. The Bank will have more confidence if it reasonably reflects the anticipated operational

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Gmail - (no subject) 050101 03:58

results.

I would recommend that the Forbearance should go to at least October 31st, 2013 to
allow the completion of the fishing season and permit potential buyers or investors to visit the property
during the prime fishing season.

Whether or not the Bank forebears, you will need to deal with this situation. The most
cost effective way to preserve the value of the secured properties, is to pay the Bank out and taken an
assignment of its security.

The delivery of information from you to the Receiver must be timely. If he asks for
something, it should be given within a reasonable time frame without delay.

Charlie Bird

Whitehead, Bird & Miles

Barristers & Solicitors

111 Main St.

Fredericton, NB

E3A 1C6

Telephone: 506-458-9077

Facsimile: 506-458-1274

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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “J2”
Gmail - Re: Blissfield Sporting Camps Limited 050101 07:41

Paul Michaels <paulcharlottem@gmail.com>

Re: Blissfield Sporting Camps Limited
1 message

George.C.Kinsman@ca.ey.com <George.C.Kinsman@ca.ey.com> 3 May 2013 14:31
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: Steven.J.McLaughlin@ca.ey.com

Paul - further to our discussion of earlier today. Please provide me with the names of the groups who Blissfield has
lease agreements with, in particular, the name and contact details of the parties who's water lease payment(s) is(are)
due today.

Thank-you
--------------------------
Sent from my BlackBerry Wireless Handheld

From: Paul Michaels [paulcharlottem@gmail.com]
Sent: 05/03/2013 09:45 AM CET
To: George Kinsman
Cc: "Backman, Ross" <ross.backman@rbc.com>; "stephen.m.banks" <stephen.m.banks@rbc.com>
Subject: Re: Blissfield Sporting Camps Limited

Dear Mr Kingsman

I will make myself available at 11am London time

Kind regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

On 3 May 2013 00:58, <George.C.Kinsman@ca.ey.com> wrote:

Mr. Michaels,

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&cat=RBC%20claim&search=cat&th=13e6a9615cfaa64e Page 1 of 2
Gmail - Re: Blissfield Sporting Camps Limited 050101 07:41

Earlier today, Ernst & Young Inc., consented to act as Receiver (the "Receiver") over the assets of Blissfield
Sporting Camps Limited ("BSCL" or the "Company"), pursuant to security granted in favour of the Royal Bank of
Canada (the "Bank"). I would like to coordinate a call with you to discuss the Receivership proceedings, the
Receivers role and address any questions that you may have. Given our time zone differential (I believe we are 4
hours apart), I propose to coordinate a call with you for Friday morning at 7 am AST (11:00 am London time).

Please confirm via e-mail if this time is acceptable and what number I can reach you at.

Regards,
George C Kinsman | Associate Partner
Ernst & Young Inc.
1959 Upper Water Street, Suite 1301, Halifax, Nova Scotia B3J 3N2 , Canada
Direct: 902 421-6282 | Fax: 902 420-0503 | george.c.kinsman@ca.ey.com
EY/Comm: 2554368
Website: www.ey.com
Assistant: Tanya Landry | Phone: 902 421-6269
Thank you for considering the environmental impact of printing emails.

This message (including any attachments) is CONFIDENTIAL and may be PRIVILEGED. If you are not an intended
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If you have received this message in error please immediately notify the sender and delete all copies of this
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Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used,
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This message (including any attachments) is CONFIDENTIAL and may be PRIVILEGED. If you are not an intended
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CONFIDENTIELLE et peut être PRIVILÉGIÉE. Si vous n’êtes pas le destinataire prévu, vous êtes par la présente
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communication par erreur, veuillez nous en aviser immédiatement en répondant à l'expéditeur et effacer de votre
ordinateur toute trace de cette information.

Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used,
by the recipient for the purpose of avoiding penalties that may be imposed under United States federal, state or local
tax law. // Tout conseil de fiscalité américaine contenu, le cas échéant, dans le présent courriel ne visait pas à éviter
des pénalités pouvant être imposées en vertu des lois fiscales fédérales, étatiques ou locales des États-Unis, n'a pas
été rédigé dans ce but et ne doit pas être utilisé à cette fin par le destinataire.

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Gmail - Re: Blissfield 050101 08:24

Paul Michaels <paulcharlottem@gmail.com>

Re: Blissfield
1 message

Ed Belak - Global Sporting Advisors <erbgsa@gmail.com> 8 May 2013 15:49
To: George.C.Kinsman@ca.ey.com
Bcc: Paulcharlottem@googlemail.com

Mr. Kinsman,

As you are in receipt of Mr. Michaels latest email you should realize that it confirms my previous commentary with you.

To be clear,the general terms and conditions under which Global Sporting Advisors (GSA) could be engaged by
E&Yin this receivership are as follows:

1.E&Y executes a confidentiality and non-circumvent agreement with GSA stipulating that it would not prevent GSA
from receiving a marketing success fee at and as a condition of closing should GSA introduce an investor who invests
in Blissfield Sporting Camps,Ltd.( BSC),provided of course that the amount and terms of the investment are
acceptable to E&Y and your client, RBC.

2. E&Y pays by wire transfer according to the instructions I would provide the non-refundable sum of US$10,000 to
pay for its unrestricted use of the GSA Part 2 Information Memorandum which contains a professionally defensible
valuation of Blissfield Sporting Camps,Ltd. including its real estate and real property.Part 2 could obviously be used in
collaboration with Part 1 which you have already seen and could make for a very attractive and factual suite of sales
materials for your use should you desire to continue with the receivership process alone. In reality,E&Y has received a
very substantive Part 1 at no cost for its use under the current circumstances.Upon receipt of the aforementioned wire
transfer,GSA would transmit electronically Part 2 of the BSC Information Memorandum.

As an added and most preferable consideration......

3.E&Y( and/or your client,RBC) enters into and agreement with GSA retaining it as your exclusive marketing advisor
for the Blissfield Sporting Camps receivership process for which GSA will be paid a success fee of 5% of the total
consideration invested in Blissfield Sporting Camps,Ltd.at and as a condition of closing should GSA introduce an
investor acceptable to you and your client who closes on the acceptable investment in Blissfield Sporting Camps,Ltd.
If during the term of the aforementioned agreement,E&Y or RBC or another third party introduces an investor who
closes of BSC,GSA is paid a 1% fee for its marketing efforts at and as a condition of closing.GSA will accept this
assignment on a professional best efforts basis and use Parts 1&2 to directly solicit investors in BSC from among its
world wide data base of qualified individuals and entities.

Should E&Y find these general terms acceptable,I will forward you the Confidentiality and Marketing Advisor
agreements for your review and execution.I also want to make it clear that the fees quoted are non- negotiable.

This offer to both purchase the use of Part 2 of the BSC Information Memorandum and/or be engaged by E&Y in the
aforementioned matter will expire at 5pm EDT on May 22,2013 at which time all files associated with the BSC will be
deleted and the hard drive on which they are located destroyed.

Not taking advantage of this very reasonable proposal to affect the timely and effective disposition of BSC would be
akin to dying of thirst in the desert with a gallon of ice water directly at your disposal.

I would suggest you consider presenting this proposal to the partners in your office and to the senior E&Y project
manager for their consideration.

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Gmail - Re: Blissfield 050101 08:24

I look forward to your response and the possibility of working with you to implement a most satisfactory solution to this
situation.

Very best,

Edmund R. Belak,Jr.
Founder
Global Sporting Advisors,LLC.

On Wed, May 8, 2013 at 7:03 AM, <George.C.Kinsman@ca.ey.com> wrote:

Mr. Belak,

I confirm receipt of your e-mail and will consder the Receivers options.

Thank-you
--------------------------
Sent from my BlackBerry Wireless Handheld

From: Ed Belak - Global Sporting Advisors [erbgsa@gmail.com]
Sent: 05/07/2013 11:30 PM AST
To: George Kinsman
Cc: Paul Michaels <Paulcharlottem@googlemail.com>
Subject: Re: Blissfield

Mr. Kinsman,

What I said was that my fee for Part 1 was paid by Mr. Michaels.

To be clear,it is the confidentiality agreement that E&Y must execute to receive Part 2 that prevents E&Y from not
paying a fee to GSA as E&Y is an advisor to RBC and in that capacity will introduce potential purchasers. This confi
agreement is between GSA and E&Y,not between E&Y and Blissfield. It is also totally separate from the agreement
that GSA executed with Mr. Michaels.

Nothing I have said or written to you was contradictory.

E&Y has a very simple choice. It can choose to utilize a well documented valuation from a firm that has had
considerable experience in both valuing and finding new investors for both private and public salmon camps,or it
can continue a receivership process in an asset class with which its experience is considerably less,or possibly
minimal,,thereby increasing the cost to your client and considerably lengthening the sales process while running the
risk of not receiving the best possible offer for Blissfield Sporting Camps,Ltd.

If I were a business and required a financial audit,I would consider hiring E&Y. If I had a salmon angling business to
place with new investors,I would definitely retain GSA.It is all a question of expertise.

Very best,

Edmund R. Belak,Jr.
On Tue, May 7, 2013 at 10:16 PM, <George.C.Kinsman@ca.ey.com> wrote:

Mr. Belak,

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Gmail - Re: Blissfield 050101 08:24

Mr. Michaels has advised me that it is his intention to cooperate with the Receiver and provide materials in his
possession which will facilitate the sales process. It is of course in all parties interests that the sales process be
conducted as efficiently as possible and include the most relevant information available. Should Mr. Michaels
elect not to provide Part 2 of your report, than we shall proceed without the documentation. I do wish to note that
Mr. Michaels previously advised that your fee had been paid. Furthermore, during our earlier call you confirmed
that your fee had been paid. Your e-mail below is contradictory to my previous understanding.

I am somewhat confused with your comments suggesting that E&Y could be termed an advisor. It is of course
difficult for me to comment on the agreement (which you indicate is between Global and Mr. Michaels and not
Blissfield) given that I have not reviewed the agreement. I do wish to confirm that it is the Receiver's position that
we are not bound to any such agreement.

The Receiver shall continue its investigative procedures to secure as much information as possible in order to
market the assets. As noted, I believe it is in all of the stakeholders best interests that all information is made
available to facilitate the marketing process.

Regards,
George C Kinsman | Associate Partner
Ernst & Young Inc.
1959 Upper Water Street, Suite 1301, Halifax, Nova Scotia B3J 3N2 , Canada
Direct: 902 421-6282 | Fax: 902 420-0503 | george.c.kinsman@ca.ey.com
EY/Comm: 2554368
Website: www.ey.com
Assistant: Tanya Landry | Phone: 902 421-6269
Thank you for considering the environmental impact of printing emails.

From: Ed Belak - Global Sporting Advisors <erbgsa@gmail.com>
To: George.C.Kinsman@ca.ey.com
Cc: paulcharlottem@gmail.com, Steven.J.McLaughlin@ca.ey.com, Darrell Stephenson <dstephenson@stewartmckelvey.com>
Date: 07/05/2013 05:45 PM
Subject: Re: Blissfield

Mr. Kinsman,

Thank you for your call today to update me on the current status of Blissfield Sporting
Camps,Ltd.

The agreement GSA has entered into is as marketing advisor directly to Paul Michaels,not
directly to Blissfield Sporting Camps,Ltd. As such the business assets were for sale by
owner with GSA providing salient information to him.This is contained in Part 1 of the
Information Memorandum which you have read and commented favorably upon.

Furthermore,neither Paul nor Charlotte Michaels,nor Blissfield Sporting Camps,Ltd. have

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Gmail - Re: Blissfield 050101 08:24

paid for Part 2 of the Information Memorandum which contains,among other information, a
defensible valuation for Blissfield Sporting Camps,Ltd.using the metrics we discussed in our
phone conversation. Therefore I do not,at this point in time, deem it appropriate to send you
this work and politely decline your request.

Lastly,the receipt of Part 2 of the Information Memorandum on Blissfield Sporting
Camps,Ltd,because of the proprietary information it contains and the proprietary
methodology used in the valuation, mandates the execution of a Confidentiality Agreement
which further mandates and binds the signatory to not prevent Global Sporting Advisors from
receiving a marketing success fee at and as a condition of closing by any new investor or
introductory advisor/ agent thereof. Under the present terms of your client relationship with
Royal Bank,E&Y could be clearly termed an advisor.

Having stipulated the above,I would look forward to the possibility of assisting E&Y in the
timely and just placement of Blissfield Sporting Camps Ltd. with a new investor should the
Michaels not to be allowed to do so. My hope is that RBC would consider rescinding this
receivership as Blissfield is on the cusp of receiving a new capital infusion which would do
justice to its superlative infrastructure and sound marketing plan.

As you can see from our web site,www.globalsportingadvisors.us, GSA has been
successfully involved in the location of new investors for a number of salmon camps and
outfitting businesses both in New Brunswick and Quebec and were on the verge of
beginning our efforts on behalf of Mr. Michaels after several months of preparatory work
when the Blissfield assets were placed in receivership.

GSA would be interested to entertain the terms and conditions by which E&Y would consider
a mutually beneficial business relationship on behalf of your client.The precious salmon
water owned and leased by Blissfield Sporting Camps deserves protection and with the run
almost upon us the best protection for any salmon water is a viable and ethical outfitting
operation.

Very best,

Edmund R. Belak,Jr.
Founder
Global Sporting Advisors
31 Strawberry Hill Rd.
New Canaan,CT 06840

917-509-1935 mobile
203-594-9372 direct

www.globalsportingadvisors.us

On Tue, May 7, 2013 at 12:50 PM, <George.C.Kinsman@ca.ey.com> wrote:

Mr. Belak,

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Gmail - Re: Blissfield 050101 08:24

The purpose of this communication is to confirm our discussion of earlier today. As you are
now aware, Ernst & Young Inc., has been appointed Receiver (the "Receiver") over the
assets of Blissfield Sporting Camps ("Blissfield") pursuant to security held by the Royal Bank
of Canada.

The Receiver is in the early days of its administration and we are attempting to collect as
much supporting information as we can with respect to the Blissfield assets. We understand
that Blissfield previously engaged Global Sporting Advisors ("Global") to prepare a
marketing Information Memorandum and assist Blissfield to locate an investor or purchaser
for its operating assets. We have received a copy of the Information Memorandum as
prepared by Global (a copy of the report was sent to RBC by Mr. Michaels). We understand
that a valuation report has also been commissioned and paid for by Blissfield. As Receiver
we asked that a copy of the valuation report be provided to us. You have respectfully
declined at this stage.

I also confirm that it is the Receivers intention to market the Blissfield assets. The specific
process by which we intend to market the assets has not yet been finalized. Should you
wish to submit a proposal for our consideration, please feel free to do so and we shall
consider such an assignment while considering costs, timeline, marketing approach and
other criteria which are relevant vis-a-vis a receivership sales process. Please be advised
that the Receiver will not be bound to any prior agreement as executed between Global and
Blissfield.

If you have questions, please do not hesitate to contact me at your convenience.

Regards,
George C Kinsman | Associate Partner
Ernst & Young Inc.
1959 Upper Water Street, Suite 1301, Halifax, Nova Scotia B3J 3N2 , Canada
Direct: 902 421-6282 | Fax: 902 420-0503 | george.c.kinsman@ca.ey.com
EY/Comm: 2554368
Website: www.ey.com
Assistant: Tanya Landry | Phone: 902 421-6269
Thank you for considering the environmental impact of printing emails.

This message (including any attachments) is CONFIDENTIAL and may be PRIVILEGED. If
you are not an intended recipient you are hereby notified that any distribution, copying or
use by you of this information is strictly prohibited. If you have received this message in error
please immediately notify the sender and delete all copies of this information from your
system. // L'information contenue dans le présent courriel (y compris les pièces jointes, le
cas échéant) est CONFIDENTIELLE et peut être PRIVILÉGIÉE. Si vous n’êtes pas le
destinataire prévu, vous êtes par la présente avisé(e) que toute diffusion, copie ou utilisation
de ladite information est strictement interdite. Si vous avez reçu cette communication par
erreur, veuillez nous en aviser immédiatement en répondant à l'expéditeur et effacer de
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Gmail - Re: Blissfield 050101 08:24

votre ordinateur toute trace de cette information.

Any U.S. tax advice contained in the body of this e-mail was not intended or written to be
used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be
imposed under United States federal, state or local tax law. // Tout conseil de fiscalité
américaine contenu, le cas échéant, dans le présent courriel ne visait pas à éviter des
pénalités pouvant être imposées en vertu des lois fiscales fédérales, étatiques ou locales
des États-Unis, n'a pas été rédigé dans ce but et ne doit pas être utilisé à cette fin par le
destinataire.

----------------------------------------------------------
The information contained in this communication is intended solely for the use of the individual or entity to whom it
is addressed and others authorized to receive it. It may contain confidential or legally privileged information. If you
are not the intended recipient you are hereby notified that any disclosure, copying, distribution or taking any action
in reliance on the contents of this information is strictly prohibited and may be unlawful. If you have received this
communication in error, please notify us immediately by responding to this email and then delete it from your
system. Ernst & Young is neither liable for the proper and complete transmission of the information contained in
this communication nor for any delay in its receipt.

This message (including any attachments) is CONFIDENTIAL and may be PRIVILEGED. If you are not an intended
recipient you are hereby notified that any distribution, copying or use by you of this information is strictly prohibited.
If you have received this message in error please immediately notify the sender and delete all copies of this
information from your system. // L'information contenue dans le présent courriel (y compris les pièces jointes, le cas
échéant) est CONFIDENTIELLE et peut être PRIVILÉGIÉE. Si vous n’êtes pas le destinataire prévu, vous êtes par
la présente avisé(e) que toute diffusion, copie ou utilisation de ladite information est strictement interdite. Si vous
avez reçu cette communication par erreur, veuillez nous en aviser immédiatement en répondant à l'expéditeur et
effacer de votre ordinateur toute trace de cette information.

Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used,
by the recipient for the purpose of avoiding penalties that may be imposed under United States federal, state or
local tax law. // Tout conseil de fiscalité américaine contenu, le cas échéant, dans le présent courriel ne visait pas à
éviter des pénalités pouvant être imposées en vertu des lois fiscales fédérales, étatiques ou locales des États-Unis,
n'a pas été rédigé dans ce but et ne doit pas être utilisé à cette fin par le destinataire.

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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “K2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “L2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “M2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “N2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “O2”
Gmail - ATTENTION MONIQUE PEARSON 050101 04:02

Paul Michaels <paulcharlottem@gmail.com>

ATTENTION MONIQUE PEARSON
1 message

Paul Michaels <paulcharlottem@gmail.com> 17 October 2013 16:58
To: clientcarecentre@rbc.com
Cc: Low Newbiggin House <holidays@lownewbiggin.co.uk>, Ed Belak - Global Sporting Advisors
<erbgsa@gmail.com>
Bcc: "carae@lexi.net" <carae@lexi.net>, Aunden Rae <phoenixwoodproducts@xplornet.com>, "geoff.colter"
<geoff.colter@scl.ca>

Dear Monique

As discussed with you today I have wish to bring an immediate stop to the illegal sale of our assets. Please see
email string at foot of this message and attachments.

Charlotte and I have invested 7 years of our lives and CAD$1.5m of our hard earned money into this project. The
Royal Bank of Canada loaned us CAD$1.25m and NB creditors have thousands of man hours and CAD$500k in
this project. Total investment CAD$3.25M + 7 years of travel time and labour.

The receiver Ernst & Young were appointed on a 'Private basis" in early may to market and sell the camp, on the
basis that we were in excess of $60k in default. I advised the bank that they had their sums wrong and that we
actually owed approximately $40k. The reason was given by E&yY that the bank had lost confidence in my ability
to operate the business or sell the business model to investors. The Royal bank were covered by the government
small business guarantee loan of $500k. E&Y copied and used our business information complied over 7 years to
market and sell the property and business.

Today we have learnt (not from my lawyer or the bank) that the assets have already been sold and have proof that
monies have transferred between parties . This renders the Mortgage sale (see attached notice pointless)

We are therefore left with the reasoning that the sale is nothing short of a smoke screen to cover up yet further
evidence of a flawed foreclosure and sale process.

The fact that the receiver was brought in on a private basis is a challenge for us as we do not know what legal
rights and protection this provides us with.

I intend to fly to New Brunswick tomorrow so that I can sign a statement of truth in order that we may file an action
against the Royal bank for but not limited to

1. Improvident Foreclosure
2. Premature cessation of the assets
3. Tortious interference a
4. Irreperable harm to our character and business both in Canada and the UK

Let us state that IF the sale of our assets and closure of business accounts is halted with immediately, and the
bank works with us to find an amicable solution, and that allows us to continue trading and additional time to
rebuild our business and roll out our original business model (that we and RBC invested in) then any claim or law
suit may be wholly unnecessary

The fact is that Ross Backman from Special loans division of the royal Bank promised that he would allow us time
to secure investors to repay the bank. He did not do so and called in the receiver once we secured a investor to
bank roll us and provide a little working capital which would allows us to operate and show case the lodge to
investors during the 2013 summer fishing season. The bank froze our accounts and $21k in our account and
allegedly gave them to Ernst & Young towards their management fees.

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Gmail - ATTENTION MONIQUE PEARSON 050101 04:02

We demand to know why the bank decided to and have been allowed to proceed with a receivership and sales
process for a relatively insignificant amount of $40k which represents approximately 1.14% of the overall
investment to date. and 0.87% of our independent valuation of the lodge business and fishing water. Further the
process has worsened NOT improved the Banks position as it has eliminated the potential for ANY income in
2013 and had a significant negative impact on the commercial sale or investment value of the property. The
receiver's costs are approximately 4 times that of the default and the likely sale value will not recover other
investors monies. Other creditors may have a potential claim against the bank.

If we do not receive confirmation today that you are willing and or able to proceed with an investigation of the
process and immediate halt of the sale of our investment assets and investments I will have no alternative but to
file an action against the bank tomorrow. On Monday we will then instruct our lawyer to file a law suit against the
bank for damages. The true costs and claims totals of which may overshadow and be far in excess of the cost of
our loan temporarily loaned to us by RBC.

We are truly sorry that things have progressed to this level but I am sure that you will understand that we have a
great deal to lose here and at this stage in our lives we may never get the opportunity to rebuild our assets and
business incomes.

Sincerely

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

---------- Forwarded message ----------
From: Paul Michaels <paulcharlottem@gmail.com>
Date: 4 October 2013 10:33
Subject: Re:
To: Charlie Bird <charlie@wbmlawyers.nb.ca>, allison <allison@wbmlawyers.nb.ca>
Cc: Low Newbiggin House <holidays@lownewbiggin.co.uk>, "geoff.colter" <geoff.colter@scl.ca>,
"carae@lexi.net" <carae@lexi.net>, Aunden Rae <phoenixwoodproducts@xplornet.com>, Gilles Gallant
<gilgal@rogers.com>, "brad.higgins" <brad.higgins@cra-arc.gc.ca>, "Crawford, Alan (A.R.)"
<acrawfo9@ford.com>, "Backman, Ross" <ross.backman@rbc.com>, "George.C.Kinsman@ca.ey.com"
<George.C.Kinsman@ca.ey.com>, Darrell Stephenson <dstephenson@stewartmckelvey.com>, "Martin, Paul"
<pmartin@grantthornton.ca>, ian chard <ian.chard@dsl.pipex.com>, designs@alvaretherington.co.uk, Ed Belak -
Global Sporting Advisors <erbgsa@gmail.com>, John Bujold <jebujold@gormannason.com>, "stephen.m.banks"
<stephen.m.banks@rbc.com>, "WML Accounting Inc." <endyon@nb.sympatico.ca>, "Cormier, Lawrence"
<lawrence.Cormier@bellaliant.ca>, sherree@qsa.ca, Stephen Cook <steve.cook007@gmail.com>, Kenneth
McGrigor <kenneth@csiplc.com>

Without Prejudice

Dear Charlie

On behalf of all other creditors and to protect their investment in 'Blissfields' I restate that

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Gmail - ATTENTION MONIQUE PEARSON 050101 04:02

1. The bank erred in the figures originally stated as being under default. This incorrect amount was the catalyst
for the foreclosure

2. The bank foreclosure based on recalculated arrears of CAD$42k compared with the investment of CAD$3.5m
and seven years of investment by the owner operators, was improvident.

3. The that the seizure of the assets prior to the fishing season was premature.

4. The appointment of the receiver has devalued the value of our assets, and jeopardised our financial wellbeing
in the UK.

5. Irreparable harm has been done to our credibility and business.

6. The bank lent us the money on the basis that we would operate the lodge and market the share equity to
investors, a 'Force Majeure' should have meant more assistance from the bank to rescue our business NOT less.
We have been denied access to the lodge to operate and showcase the investment opportunity in 'Blissfields'

7. We have been denied any information regarding the enquiries and levels of offers made on our assets
throughout the receivership process. We believe that the information gathered throughout the process has been
or will be used commercially without financial or operational benefit to us.

8. We are privately investigating claims and evidence of Tortious Interference.

9. The bank and its advisors did not follow protocols or procedures during the foreclosure process.

10. Conflicts of interest between agents the bank and advisors have been ignored.

11. Confirmed 2013 and forward booking cancelations, have caused us financial losses, and prevented us from
repaying the bank.

12. We hold the bank and its advisors fully responsible for any financial losses both in Canada and the UK, and
the direct and indirect affects to our health.

13. Whitehead Bird and Miles are acting as our independent lawyers legal advisors in our best interest in this and
other cases and are experienced in these fields and have concurred with our position and claims.

In order to prevent further unnecessary loss of time, money and misrepresentation, we demand that the bank
agrees to an immediate 'hands down', dismisses the receiver and terminates the illegal sale of our assets. They
bank have the ability/facility to use the government guarantee element of our loan to freeze any bank payments,
and allow us time to privately operate the lodge and market the investment opportunity independently and or to
refinance. This would allow the best opportunity to maximise any repayment to the banks, government, creditors
and local community.

Yours sincerely

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277

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Gmail - ATTENTION MONIQUE PEARSON 050101 04:02

UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

3 attachments
DOC100313-10032013100736.pdf
54K
Part 1 - Blissfield Camps 050613 V1.2.pdf
2839K
Part_2_-_Blissfield_Sporting_Camps_-_050813 - Final.pdf
1319K

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Gmail - Your email submission 050101 16:16

Paul Michaels <paulcharlottem@gmail.com>

Your email submission
1 message

OMBUDSMAN <ombudsman@rbc.com> 22 October 2013 19:12
To: "paulcharlottem@gmail.com" <paulcharlottem@gmail.com>

Dear Mr. Michaels:

We acknowledge receipt of your email and thank you for contacting the Office of the Ombudsman.
Our mandate does not extend to the review of credit or underwriting decisions, the charging of service fees or interest
rates, other matters of general policy, issues that are in litigation, or transactions for which RBC records no longer
exist due to lengthy time elapsed, although we may review the process by which decisions were communicated to
clients.
As the matter you describe in your communications is currently in litigation it precludes our office from intervention to a
review of your concern. Given the issues you have raised in your email submission, my advice is that you request your
legal counsel make direct contact with RBC 's legal representative.
Industry practice suggest you be informed of the option to of the option to contact the ADR Chambers Banking
Ombuds Office (ADRBO) for the terms and conditions of their complaint resolution process within 180 days of the date
of this letter. ADRBO is a fully independent, external dispute resolution provider, and may be reached Toll-free at 1-
800-941-3655, Fax 1-877-803-5127 or at their website www.bankingombuds.ca.
I regret this response will not resolve the issues as you see them. This concludes our investigation into your
complaint.

Sincerely

RBC Office of the Ombudsman

This e-mail may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or
copying of this e-mail or the information it contains by other than an intended recipient is unauthorized. If you received this e-mail in error,
please advise me (by return e-mail or otherwise) immediately.

Ce courrier électronique est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion,
utilisation ou copie de ce message ou des renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite.
Si vous recevez ce courrier électronique par erreur, veuillez m'en aviser immédiatement, par retour de courrier électronique ou par un autre
moyen.

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Gmail - Your email submission 050101 16:16

_______________________________________________________________________

This email may be privileged and/or confidential, and the sender does not waive any related rights and obligations. Any distribution, use or copying of this email or the
information it contains by other than an intended recipient is unauthorized. If you received this email in error, please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached electronically at the above-noted email address; please retain a copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce pas aux droits et obligations qui s'y rapportent. Toute diffusion, utilisation ou copie de ce courriel ou des
renseignements qu'il contient par une personne autre que le (les) destinataire(s) désigné(s) est interdite. Si vous recevez ce courriel par erreur, veuillez en aviser
l'expéditeur immédiatement, par retour de courriel ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s) ci-joint(s) par voie électronique à l'adresse
courriel indiquée ci-dessus; veuillez conserver une copie de cette confirmation pour les fins de reference future.

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Gmail - URGENT ATTENTION of HON. MAXIME BERNIER ; Improvident Reali…n by The Royal Bank of Canada of Blissfield Sporting Camps Limited 050101 20:23

Paul Michaels <paulcharlottem@gmail.com>

URGENT ATTENTION of HON. MAXIME BERNIER ; Improvident Realization by
The Royal Bank of Canada of Blissfield Sporting Camps Limited
1 message

Paul Michaels <paulcharlottem@gmail.com> 13 November 2013 14:37
To: mosset.industry@ic.gc.ca
Cc: gordon.campbell@international.gc.ca
Bcc: Ed Belak - Global Sporting Advisors <erbgsa@gmail.com>, David Andrews <david@welcometraining.com>

Dear Mr Bernier

It is with regret that I write to you to ask of your urgent assistance in this matter.

My wife and I have invested 7 years of our lives and $2m in this project. Our business model and efforts would significantly
improve much needed employment and development prospects for the Miramichi region of New Brunswick.

After undertaking 'spurious' sales campaign, The Royal Bank may now legally dispose of this without any obligation to us.

I believe that RBC have a case to answer and may not have followed banking protocols when they prematurely foreclosed,
after making both verbal and contractual obligations with us to nurture or business ,investment and dream beyond the 'Force
Majeure'' 2012 drought back to health.

Please see below email to Ross Backman of RBC SLAS - Halifax +1 902 845 421

We look forward to hearing from you.

Sincerely

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

---------- Forwarded message ----------
From: Paul Michaels <paulcharlottem@gmail.com>
Date: 29 October 2013 12:42
Subject: Lets meet today
To: "Backman, Ross" <ross.backman@rbc.com>

Without Prejudice

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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “P2”
Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4 October29, 2013

Dear Paul,

Upon completion of the GSA Confidential Information Memorandum and Valuation Parts 1 and
2 on Blissfield Sporting Camps Limited on May 6,2013, my company began a targeted effort to
interest several hundred investors that were known personally to me along with high net-worth
individuals who were qualified as potential ‘good fit’ investors for Blissfield Sporting Camps
Limited (BSCL).

Shortly thereafter and right at the beginning of the 2013 salmon fishing season, when sound logic
would indicate that BSCL would start serving paying clients, Royal Bank of Canada placed
BSCL in private receivership with Ernst and Young who refused you the opportunity to operate
BSCL during the 2013 fishing season. As a show of good faith, GSA provided E&Y with Part 1
of its comprehensive report to educate the receiver on the Miramichi and its important Atlantic
Salmon resource and also on the real value of the BSCL assets. In conversations with George
Kinsman of E&Y, the receiver admitted that it had never sold a piece of salmon water or a
salmon camp and that it had no understanding of how they were valued, or operated. GSA did
not release Part2, the valuation on BSCL, as neither RBC, nor E&Y, agreed to execute a standard
Confidentiality Agreement contained in Part 1 of the GSA Report and made available to both
parties.

44 Aspetong Rd.! Bedford, NY! (914)205-3413 direct ! (917) 509-1935 mobile
www.GlobalSportingAdvisors.us
As you well know, the Receiver advertised the availability of BSCL widely and failed in their
attempts to find a bonafide buyer while at the same time materially reducing the value of the
BSCL assets through the flawed process. What was to be a private receivership became very
public with much hearsay and gossip being spread throughout the Miramichi Valley such that it

scared off a handful of my clients that were seriously considering investing in Blissfield at or
near the very defensible valuation prepared by GSA. This not only had the impact of negatively
affecting my business, and your potential gains, but that of the Royal Bank itself and the
creditors associated with BSC.

At my request a personal friend provided $250,000 of working capital to allow ongoing
operations of BSCL. This was commensurate with a group of investors reviewing the GSA
materials on Blissfield and planning a trip to NB to view BSCL. My friend became nervous
when he was made aware that RBC had closed the accounts of BSCL and had frozen those
funds. He subsequently requested the funds be returned to him, which they were. Needless to
say, when the potential investors were told of this unfortunate and unnecessary action, they, too,
abandoned their interest.

So, in summary, the receivership process has generated fees for E&Y that are substantially
greater than the amount of the arrears in your loan payments. It has de-valued the assets of
BSCL, such that it is unlikely that RBC will recover its loan losses, much less provide anything
for its creditors as a result of its desperation sale. It has prevented the development of a viable
commercial Atlantic Salmon Lodge that could provide much needed economic sustenance to the
Miramichi Valley. And importantly, it has demonstrated the lack of real support for small
business by one of Canada’s premier financial institutions.

As a whole, having been involved in the valuation and successful sale of more Atlantic salmon
lodges and businesses (including your upstream neighbor Wilson’s some seven years ago) than
anyone else in Canada in the last decade, the actions of RBC were extremely amateurish at best
and a severe interference with your potential to develop a commercially viable Blissfield
Sporting Camps – all for the sake of C$45,000.

Lastly, I personally did not appreciate E&Y plagiarizing GSA information (apparently with RBC
consent) from Part 1 of the GSA report without GSA permission, or even giving GSA credit.

Very best,

Ed

44 Aspetong Rd.! Bedford, NY! (914)205-3413 direct ! (917) 509-1935 mobile
www.GlobalSportingAdvisors.us
Edmund R. Belak, Jr.
Founder

44 Aspetong Rd.! Bedford, NY! (914)205-3413 direct ! (917) 509-1935 mobile
www.GlobalSportingAdvisors.us
Composite Valuation (from the GSA Blissfield Valuation Report – May 2013)

Based upon lease transactions, we have independent assessments of the value of the
salmon water (only) ranging from C$666,350 to C$1,317,500, without adding any
premium for the improved fishing related to the private nature of the water, superior
spring fishery, and conservative allotment of less than 1 rod per pool. In calculating an
appropriate final value, we have added a 10 % premium for these factors. The sporting
camp business could be valued at approximately one times sales, with the additional
land values as estimated above. Table 3 below represents a composite valuation
analysis for Blissfield Sporting Camps.

Table 3 Composite Valuation Analysis for Blissfield Sporting Camps
$Canadian

Real Estate and Real Property $ 3,000,000

FF&E $ 188,000

Salmon Angling Water $ 1,100,000

Angling Water Premium $ 110,000

Business Valuation $ 280,000

Composite Valuation $ 4,678,000++

When taken as a whole, we believe that both the aggregate value analysis set
forth based upon selected comparable transactions, the recent Provincial
salmon water leases, the conservative business valuation as well as the
composite valuation analysis supports the value of Blissfield Sporting Camps
at CAD$4.7 million.

The removal of Arlie B (1,187 linear feet), Witherall (1,025 l.f.), Swett (5,564 l.f.),
Arlie B (1,187l.f.), Bamford (718 l.f.) and Mercury Island (4,774 l.f.) Pools from
the valuation of Blissfield because they either weren’t sold by the Receiver, or
due to lapsed options, with an associated reduction in the angling water
premium( $55,000) reduces the valuation of Blissfield Sporting Camps to C
$4,162,600 based on a value of the removed salmon pools of $34.70 per linear
foot ( using the mean and median linear foot values of the March 2013
Provincial Lease Auction) .

Essentially the Receiver sold the asset for approximately 11-12% of the value
of Blissfield’s real estate and real property.
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “Q2”
Gmail - Re: Statement of Claim - Draft See my comments below 050101 00:11

Paul Michaels <paulcharlottem@gmail.com>

Re: Statement of Claim - Draft See my comments below
1 message

Paul Michaels <paulcharlottem@gmail.com> 6 November 2013 18:50
To: Ken Allen <kallen@wbmlawyers.nb.ca>, Charlie Bird <charlie@wbmlawyers.nb.ca>, allison
<allison@wbmlawyers.nb.ca>
Bcc: Ed Belak - Global Sporting Advisors <erbgsa@gmail.com>, "Lockyer, Robert D" <Robert.Lockyer@lloydstsb-
offshore.com>, Low Newbiggin House <holidays@lownewbiggin.co.uk>

Charlie

What can I say?

I am today collating my own file and references for your records

FYI See my Notes below on your draft claim - No mention of our EXTENSIVE efforts to promote lodge to potential
investors throughout spring which showed desperation and did not help to protect the value. Ed went to over 400
prospects I contacted over 200. None wanted to touch it whilst in receivership. They also mentioned the potential
harm that could come to lodge from local creditors left out in the cold by the process.
GSA re;lied on using part of the GSA valuation. There Ind=formation Memorandum did not do the lodge justice
and further devalued it. Some of the pictures portrayed a distressed building. GSA did offer to work with E&Y and
the bank however neither agreed to sign the Non-Confi agreement. Ross Backman was away on leave leading at
the time of the demand notices and the time of the July 15 sale process. Despite being 300 miles away with no
funds and having to experience immense and disproportionate levels of pressure from the banks and its advisors
Paul & Charlotte Michaels have been model clients throughout this process. Charlotte Michaels is believed to
have suffered a nervous breakdown during her pregnancy as a result of these pressures. Paul has had to go
through significant and distressing medical tests for abdominal pains, thought to be a direct result of stress
brought on by his Yeoman effort to save their 7 year and $1.5m investment. Throughout this process Paul has
tried his very best, exerting professional constraint and extending courtesy to the bank and its advisors while at
the same time carrying out exhaustive efforts to keep everyone onside such as their international agents, NB
creditors as well as their UK bankers. The Michaels have at a cost to their health and UK business interest kept
the bank abreast of any and ALL progress. The Michaels now have a young girl to attend to and are seeking the
courts involvement to release them of unnecessary and unfair distress at this important time in their lives. Any
agreement/settlement should include the reopening of Paul & Charlottes personal RBC account and refund their
$27k.

7. Owned and operated Private Atlantic Salmon fishing Estate since June 2001 - 13.5 years

8. Client and his vision and business plan known to RBC since November 2006.

12. As of December (when file was transferred to Special loans) and at 5% interest only Approx $5k overdrawn
not $20k RBC suggested last payment date for one loan was November 2012.

13. Email from Steve Banks,

On 19 Oct 2012, at 19:58, "Banks, Stephen M (Commercial Markets)" <stephen.m.banks@rbc.com> wrote:

Hi Paul, CSBFL payment deferral has been approved. I have document for you to sign.
I will send them over the first of the week. Cheers Steve

The claimant understood that it was Principle and interest on the BSCL loan that had been deferred until August
2013. Further that the RBC $300k and $450k loan repayments were to be interest only until August 2014. They
advised RBC that there calculations were wrong.

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Gmail - Re: Statement of Claim - Draft See my comments below 050101 00:11

RBC concurred that the figures were wrong

PLEASE NOTE- Interest has been calculated at 9% instead of 3% above base rate.
The claimant was never notified of the increase.
ACTUAL amount outstanding excluding BSCL interest was $4k at point of issuing demand letters
and $9k at point of foreclosure. Including BSCL interest $16k

From: Backman, Ross <ross.backman@rbc.com>
Date: 29 April 2013 19:32
Subject: RE: Blissfields Update
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: Darrell Stephenson <dstephenson@stewartmckelvey.com>

1.Government Guaranteed Loan - Principal payments were not deferred as a new loan agreement was never
executed.

As at April 25, 2013 arrears are;

Principal $27,522.96
Interest $14,341.76
Loan is currently 6 months in arrears
Payments are scheduled to come out on the 27th of each month.

2.Term loan in the amount of $450,000.00

As at April 25, 2013 arrears are;

Interest due is $15,148.98
Loan is currently 3 months in arrears
Loan interest is scheduled to come out on the 15th of each month.

3.Term loan in the amount of $300,000.00

As at April 25, 2013 arrears are;

Interest due is $6,164.38
Loan is currently 4 months in arrears
Loan interest comes out the last day of each month.
In regard to the Government Guaranteed loan, principle payments were not deferred to August 2013 as
requested. As mentioned above this was due to a new loan agreement not being issued and executed.
Consequently I have removed the principle portion owed under the government guaranteed debt from the amount
required to be paid by April 30, 2013.

14. As it was during the winter...2012 drought meant people were waiting to see what 2013 fishing season
yielded.

15. Not to pay arrears which were in dispute but to release 1 month loan interest payments to keep any further
action at bay until actual outstanding amounts were resolved. PWP had a condition that they could NOT ultimately
direct funds, They were advising us though.

16. RBC advised us that the demand letter was authorised on 29th January 2012, just 14 days after taking over
our file from our branch on the 15th January 2012. Paul kept them abreast of all developments including the PWP
loan docs and personally flew to Halifax for 2 meetings with Ross Backman and significant trouble and cost under
the circumstance.

17. We did not appoint counsel as Ross Backman told me that the bank would support us until we secured an
investor (equity not cashflow)

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Gmail - Re: Statement of Claim - Draft See my comments below 050101 00:11

From: Backman, Ross <ross.backman@rbc.com>
Date: 26 February 2013 12:05
Subject: RE: Blissfield Sporting Camps Limited
To: Paul Michaels <paulcharlottem@gmail.com>

The Bank’s plan is to continue to provide you with time to arrange alternate financing to support the business
following the expiration of the notice period set out in the demands.

From: Paul Michaels <paulcharlottem@gmail.com>
Date: 26 February 2013 16:27
Subject:
To: "Backman, Ross" <ross.backman@rbc.com>

Dear Ross

Thanks for confirming that the bank will endeavour to allow us time to close the deal with investors

kind regards

Paul Michaels
President
Blissfield Sporting Camps Limited

20. ...despite Ross Backman advising us that attention should be given to the immediate payables such as lodge
insurance and NB Power etc.

24.GSA retained in October 2012.

28. What date did they enter the agreement? Were the properties privately owned by P&C Michaels included and
if so at what point? They were NOT included in the July 15 bidding process. They were included in the October 31
Private Mortgage Sale notice.

29. Not aware of outcome due to reluctance from E&Y and bank and its advisors to release the Purchase and sale
agreement.

34. No release of particulars of process including a list of interested parties or levels of bids.

36.The guaranteed bookings were from 2012 cancellations. We had other enquiries during spring of 2013 but
could not honour the bookings or even confirm we would be open. This has done our business much irreparable
harm. We guaranteed the bank $60 irrespective of level of confirmed or tentative bookings.

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

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Gmail - Re: Statement of Claim - Draft See my comments below 050101 00:11

On 6 November 2013 15:44, Ken Allen <kallen@wbmlawyers.nb.ca> wrote:

Sorry Paul, it's actually attached this time.

Kenneth Allen
Associate

Whitehead, Bird & Miles
Barristers and Solicitors
111 Main Street
Fredericton, NB E3A 1C6

Tel: (506) 458-9077
Fax: (506) 458-1274

From: Ken Allen
Sent: November-06-13 11:43 AM
To: paulcharlottem@gmail.com
Cc: Charlie Bird
Subject: Statement of Claim - Draft

Hi Paul,

Please find attached the Draft Statement of Claim in PDF (not sure if you have Wordperfect). We need to file
today pursuant to the Ex-Parte Order of Justice Clendening.

Ken

Kenneth Allen
Associate

Whitehead, Bird & Miles
Barristers and Solicitors
111 Main Street
Fredericton, NB E3A 1C6

Tel: (506) 458-9077
Fax: (506) 458-1274

Form 16A Statement of Claim Nov 6 2013 (Ken) ver 3.pdf
88K

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=charlie%20bird&qs=true&search=query&th=1422ec01f21fe5bb Page 4 of 4
Gmail - Air Canada - 25-Oct: London - Fredericton (booking ref: PJ3N6R) 050101 22:28

Paul Michaels <paulcharlottem@gmail.com>

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Gmail - Fwd: Discussion document 050101 21:56

Paul Michaels <paulcharlottem@gmail.com>

Fwd: Discussion document
1 message

Paul Michaels <paulcharlottem@gmail.com> 23 February 2014 21:53
To: Paul & Charlotte Michaels <paulcharlottem@gmail.com>

---------- Forwarded message ----------
From: Charlie Bird <charlie@wbmlawyers.nb.ca>
Date: 4 November 2013 13:13
Subject: RE: Discussion document
To: Paul Michaels <paulcharlottem@gmail.com>

Paul - please make sure you remain for the hearing on Thursday.
Charlie

Charlie Bird
Whitehead, Bird & Miles
Barristers & Solicitors
111 Main St.
Fredericton, NB
E3A 1C6

Telephone: 506-458-9077
Facsimile: 506-458-1274

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Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “R2”
Gmail - (no subject) 050101 06:26

Paul Michaels <paulcharlottem@gmail.com>

(no subject)
1 message

Charlie Bird <charlie@wbmlawyers.nb.ca> 8 November 2013 19:47
To: Paul Michaels <paulcharlottem@gmail.com>
Cc: "pete@ejmockler.ca" <pete@ejmockler.ca>

Paul - see attached order. Any appeal would have to be filed within 10 days of yesterday.

Charlie

Charlie Bird
Whitehead, Bird & Miles
Barristers & Solicitors
111 Main St.
Fredericton, NB
E3A 1C6

Telephone: 506-458-9077
Facsimile: 506-458-1274

-----Original Message-----
From: toshiba
Sent: November-08-13 3:39 PM
To: Charlie Bird
Subject: Scanned from MFP-04995150 11/08/2013 15:39

Scanned from MFP-04995150.
Date: 11/08/2013 15:39
Pages:2
Resolution:200x200 DPI
----------------------------------------

DOC110813.pdf
38K

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=…ys%20from%20the%20date&qs=true&search=query&th=14239427c8e2e698 Page 1 of 1
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “S2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “S2”
Charlie Bird <charlie@wbmlawyers.nb.ca>
12/11/2013

to me

Paul – I regret you feel as you do.  

I will send notice of change of solicitors  or  notice of intent to act in
person  forms  for you to sign  as  I will not  be representing you any
further in this or any other matter.    
 
 
Charlie Bird
Whitehead, Bird & Miles
Barristers & Solicitors
111 Main St.
Fredericton, NB
E3A 1C6

Telephone: 506-458-9077
Facsimile: 506-458-1274
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “T2”
Court File No.: F/C/253/13

IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

B E T W E E N:
BLISSFIELD SPORTING CAMPS LIMITED, PAUL
MICHAELS and CHARLOTTE MICHAELS,
Plaintiffs,

- and -

ROYAL BANK OF CANADA and ERNST & YOUNG
INC.,

Defendants.

NOTICE OF ACTION WITH STATEMENT AVIS DE POURSUITE ACCOMPAGNE
OF CLAIM ATTACHED D'UN EXPOSE DE LA DEMANDE
(Form 16A) (Formule 16A)

TO: Royal Bank of Canada and DESTINATAIRE:
Ernst & Young Inc.
c/o Darrell Stephenson
Stewart McKelvey
Barristers & Solicitors
Brunswick House, Suite 1000
44 Chipman Hill
Saint John, NB E2L 2A9

LEGAL PROCEEDINGS HAVE BEEN PAR LE DEPOT DU PRESENT AVIS DE
COMMENCED AGAINST YOU BY FILING POURSUITE ACCOMPAGNE D'UN EXPOSE
THIS NOTICE OF ACTION WITH DE LA DEMANDE, UNE POURSUITE
STATEMENT OF CLAIM ATTACHED. JUDICIAIRE A ETE ENGAGEE CONTRE
VOUS.

If you wish to defend these proceedings, either Si vous désirez présenter une défense dans cette
you or a New Brunswick lawyer acting on your instance, vous-même ou un avocat du Nouveau-
behalf must prepare your Statement of Defence in Brunswick chargé de vous représenter devrez
the form prescribed by the Rules of Court and rédiger un exposé de votre défense en la forme
serve it on the plaintiff or the plaintiff's lawyer at prescrite par les Règles de procédure, le signifier
- 2 -

the address shown below and, with proof of such au demandeur ou à son avocat à l'adresse indiquée
service, file it in this Court Office together with ci-dessous et le déposer au greffe de cette Cour
the filing fee of $50, avec un droit de dépôt de $50 et une preuve de sa
signification:

a) if you are served in New Brunswick a) DANS LES 20 JOURS de la signification
WITHIN 20 DAYS after service on you of qui vous sera faite du présent avis de
this Notice of Action with Statement of poursuite accompagné d'un exposé de la
Claim Attached, or demande, si elle vous est faite au
Nouveau-Brunswick ou

b) if you are served elsewhere in Canada or b) DANS LES 40 JOURS de la signification,
in the United States of America, WITHIN si elle vous est faite dans une autre région
40 DAYS after such service, or du Canada ou dans les Etats-Unis
d'Amérique ou

c) if you are served anywhere else, WITHIN c) DANS LES 60 JOURS de la signification,
60 DAYS after such service. si elle vous est faite ailleurs.

If you fail to do so, you may be deemed to have Si vous omettez de le faire, vous pourrez être
admitted any claim made against you, and without réputé avoir admis toute demande formulée contre
further notice to you, JUDGMENT MAY BE vous et, sans autre avis, JUDGMENT POURRA
GIVEN AGAINST YOU IN YOUR ABSENCE. ETRE RENDU CONTRE VOUS EN VOTRE
ABSENCE.

You are advised that: Sachez que:

a) you are entitled to issue documents and a) vous avez le droit dans la présente
present evidence in the proceeding in instance, d'émettre des documents et de
English or French or both; présenter votre preuve en français, en
anglais ou dans les deux langues;

b) the plaintiff intends to proceed in the b) le demandeur a l'intention d'utiliser la
English language; and langue
et

c) your Statement of Defence must indicate c) l'exposé de votre défense doit indiquer la
the language in which you intend to langue que vous avez l'intention d'utiliser.
proceed.
Si la demande a pour objet la perception d'une somme déterminée ou
Where the claim is for a liquidated demand or to recover a debt, with
le recouvrement d'une créance avec ou sans intérêts, ajouter le
or without interest, insert the following notice:
paragraphe suivant:

If you pay to the plaintiff or the plaintiff's lawyer Si, dans le délai accordé pour la signification et le
the amount of the plaintiff's claim, together with dépôt de l'exposé de votre défense, vous payez au
- 3 -

the sum of $l00 for the plaintiff's costs, within the demandeur ou à son avocat le montant qu'il
time you are required to serve and file your réclame, plus $100 pour couvrir ses frais, il y aura
Statement of Defence, further proceedings will be suspension de l'instance ou vous pourrez
stayed or you may apply to the court to have the demander à la cour de rejeter l'action.
action dismissed.

THIS NOTICE is signed and sealed for the Court CET AVIS est signé et scellé au nom de la Court
of Queen's Bench by Craig J. Carleton, Q.C., du Banc de la Reine par
Clerk of the Court at Fredericton, New greffier de la Cour à
Brunswick, on the ______ day of November, ce 20 .
2013.

____________________________ ________________________
(clerk) (greffier)
Court Sceau de
Seal la Cour

Justice Building
427 Queen Street
P.O. Box 6000
Fredericton, NB E3B 5Hl

STATEMENT OF CLAIM EXPOSE DE LA DEMANDE

Set out in separate, numbered paragraphs the following: Enoncer les éléments suivants dans des paragraphes numérotés et
distincts:

1. The capacity of all persons who are parties to the 1. La qualité de toutes les personnes qui sont parties à
proceeding. l'instance.

2. The place of residence of the plaintiff. 2. Le lieu de résidence du demandeur.

3. Where the Statement of Claim is to be served out of New 3. Si l'exposé de la demande doit être signifié en dehors de la
Brunswick without leave, the facts upon which it is alleged province sans permission, les faits tendant à justifier une
that such service is permitted. telle signification.

4. Each allegation of a material fact relied upon to substantiate 4. Chacune des allégations de fait déterminant sur lesquelles
the claim. est fondée la demande.

5. The plaintiff's claim. 5. Les mesures de redressement demandées.
- 4 -

STATEMENT OF CLAIM

1. The Plaintiff, Blissfield Sporting Camps Limited (“BSCL”), is a body corporate incorporated under
the laws of the Province of New Brunswick on April 2, 2007 as 631019 N.B. Inc. BSCL’s registered
office is located at 111 Main Street, Fredericton, New Brunswick.

2. The Plaintiffs, Paul Michaels and Charlotte Michaels (collectively “the Michaels”), are married and
reside at Low Newbiggin Estate, Aislaby, near Whitby, North Yorkshire, United Kingdom. At all
material times hereto, the Michaels were the sole directors, officers and shareholders of BSCL.

3. The Defendant, the Royal Bank of Canada (“RBC”), is a Chartered Bank under the Bank Act, S.C.
1985, c. 46, with an operating branch located at 504 Queen Street, Fredericton, New Brunswick.

4. The Defendant, Ernst & Young Inc. (“E&Y”), is an extra-provincial corporation under the Business
Corporations Act, S.N.B. 1981, c. B-9.1, with its registered office located at 222 Bay Street, Suite
3100, Toronto, Ontario.

5. None of the parties are suffering from any legal disability.

6. Beginning in 2007, the Plaintiffs began acquiring real property along the Southwest Miramichi River
in Doaktown at or near Blissfield, New Brunswick, being PID Nos. 40466484, 40041642 and
40038234 (“the Properties”). PIDs 40466484 and 40041642 were purchased in the name of BSCL,
while PID 40038234 was acquired in the Michaels’ names. During the same period of time, the
Plaintiffs acquired access and riparian rights over PIDs 40038531, 40038283, 40038341 (“the
Fishing Rights”). In the aggregate, the Plaintiffs spent over $1,500,000.00 in acquiring the Properties
and the Fishing Rights, as the funds were raised by mortgaging property the Michaels own in the
United Kingdom. The Michaels have extended personal guarantees for these UK based loans.

7. The Michaels operate an Atlantic Salmon Fishing Lodge in the United Kingdom, and they
approached RBC beginning in 2007 about obtaining financing to build high quality fishing camps
and a Lodge on the Properties in the Miramichi (“the Camps”). The Michaels planned to build the
Camps with local (New Brunswick) labour and materials, and would be operated from April 15th
until October 15th each year, being the length of the fishing season.

8. After extensive negotiations with RBC, in August 2011 BSCL obtained a loan in the amount of
$810,000.00 from RBC to begin building the Camps, being document number 30531421 (“the BSCL
Mortgage”). On May 4, 2012, the BSCL Mortgage was amended to secure the principal sum of
$1,260,000.00. On September 2, 2011 RBC registered a collateral mortgage against PID 40038234
(owned by the Michaels) in the amount of $810,000.00, being document number 30553425
(collectively “the Collateral Mortgages”). The BSCL Mortgage had a ten year term with interest
payable at a rate of 5% per annum, interest only payments in the first year. The Michaels each
provided personal guarantees for the Collateral Mortgages.

9. By a general security agreement dated September 22, 2011 and registered in the Northumberland
County Registry Office as document number 32758683 on June 12, 2013 (“the GSA”), BSCL
granted a security interest to RBC over all of its undertakings, including the Fishing Rights.
- 5 -

10. BSCL’s business plan forecasted guests paying $1,000.00 per day to attend at the Camps, given the
world class fishing available on the Miramichi River and the high-end accommodations which the
Camps would provide. BSCL began constructing the Camps in August 2011, and construction
continued through the winter until the Camps were completed and opened in late June 2012. The
business plan was discussed in detail with RBC.

11. After opening in late June, the 2012 fishing season was suspended by law on that portion of the Main
Southwest Miramichi River where the Properties and the Fishing Rights are located. The suspension
of fishing lasted from mid-July until mid-September due to low water caused by a lack of rain.
BSCL’s business revolves around providing world class fishing in its pools, and the extended
interruption meant that fisherman did not attend at the Camps. This was a force majeure event for
Blissfield during its first season of operation, and the lack of cash-flow from fishing operations
caused the Plaintiffs to fall behind on the payments for the Collateral Mortgages, but the Plaintiffs
kept RBC aware of these difficulties.

12. RBC allowed BSCL to fall into arrears on the Collateral Mortgages, but advised the Michaels to
inject more capital into BSCL through shareholder advances or through outside investment. On
January 15, 2012, RBC unilaterally moved the Collateral Mortgages into the ‘special loans’ category
and increased the interest rate payable to 9% per annum. This added $4,200.00 per month to BSCL’s
expenses, which it could not afford. At the time the loans were in arrears by 2 months.

13. The Plaintiffs requested principal and interest relief on the loan payments, which RBC advised could
be arranged under the Canada Small Business Financing Act, S.C. 1998, c.36. RBC told the
Plaintiffs that this relief could and would be granted. RBC later found that only principal relief could
be obtained under the Canada Small Business Financing Act, but did not advise Plaintiffs of this
change.

14. The Michaels were unable to invest further funds into BSCL, and sought outside investment.
Phoenix Wood Products Limited (“PWP”), owner of Riverbend Log Homes, supplied BSCL with
the log cabins for the Camps. Aunden Rae (“Rae”) and PWP agreed in principle to provide a
$120,000.00 loan to BSCL (“the PWP Loan”) in December, 2012. The PWP Loan acknowledged
BSCL’s outstanding debt to PWP in the amount of $40,000.00, which left $80,000.00 to be
disbursed in two tranches for operating expenses of the Camps.

15. The PWP Loan was conditional on PWP and Rae holding second place security on PIDs 40466484
and 40041642, behind RBC’s security. Further, the PWP Loan was to be used to cover the ongoing
operating expenses of BSCL, not to pay the arrears owed to RBC. The PWP Loan was secured via
a collateral mortgage, a general security agreement and a promissory note in favour of Rae and PWP,
and the Michaels provided personal guarantees. The collateral mortgage in favour of Rae and PWP
was registered in the Northumberland County Registry Office on April 25, 2013 as document
number 32602030.

16. On or around February 20, 2013, RBC issued a Demand for Payment and Notice of Intention to
Enforce Security (“the Demand”) to the Plaintiffs. When RBC made the Demand, the amount of the
arrears alleged owing included principal on the BSCL Mortgage which were not in fact due, which
- 6 -

RBC later acknowledged. Paul Michaels was in almost daily contact with RBC via telephone and
e-mail about the status of the PWP Loan and the progress that was being made to bring the Collateral
Mortgages current. The Michaels were living in the United Kingdom, which made face-to-face
meetings with RBC difficult but Paul Michaels would travel to New Brunswick when necessary.

17. Both prior to and after RBC issued the Demand, the Plaintiffs worked diligently to obtain financing
from PWP, Rae and other sources to cover ongoing expenses. When the Plaintiffs were successful
in obtaining financing from Rae and PWP, they were led to believe that this would result in the
continued forbearance by RBC to see BSCL through the 2013 fishing season, notwithstanding
RBC’s issuing of the Demand. Paul Michaels was dealing with RBC and its counsel directly, as he
had not engaged counsel at this time.

18. Throughout February and March of 2013, BSCL was in arrears on its accounts with NB Power and
Aliant. Additionally, the premiums on BSCL’s fire insurance policy for the Camps through Wilson
Insurance were due. Without these services and the insurance policy, BSCL would not have been
able to continue its operations, so payment of these accounts was crucial to BSCL’s survival. The
first tranche of $40,000.00 from the PWP Loan was to be used to pay these accounts so the Camps
could open for the 2013 fishing season.

19. The second tranche of the PWP Loan to BSCL was to be disbursed if BSCL was able to keep its
operating expenses current and if BSCL could work through its issues with RBC on a temporary
basis. The Plaintiffs informed RBC of the terms of the PWP Loan immediately once it was obtained.

20. In April, 2013, PWP/Aunden Rae paid amounts on various accounts for local expenses owed by
BSCL, and the remainder of the first tranche was deposited into BSCL’s operating account at RBC
on April 26, 2013, being $27,973.02 (“the deposit”). Upon receiving the deposit, RBC immediately
froze BSCL’s operating account and applied the whole of the deposit towards the arrears owed on
the Collateral Mortgages. RBC did this despite knowing that the Loan was to be used for the
operating expenses of BSCL, and that the second tranche was contingent on the Bank forbearing on
the Demand.

21. As a result of RBC’s handling of the deposit, PWP and Rae refused to disburse the second tranche
of $40,000.00, as they feared it would be treated in the same fashion as the first tranche was by RBC.

22. On May 3, 2013, E&Y was appointed as receiver of the assets of BSCL under the GSA by RBC and
has been appointed as RBC’s agent to dispose of the Properties secured by the Collateral Mortgages.
After being appointed on May 3, 2013, E&Y refused to operate the Camps during the 2013 fishing
season, despite BSCL having in excess of $60,000.00 in confirmed bookings.

23. The 2013 fishing season was a good year, as the fish have returned to the main Southwest Miramichi
River. There has been a sufficient amount of rainfall to allow for a full season of fishing on the
portion of the River where the Plaintiffs own real property and/or riparian rights. These facts were
made known to RBC and E&Y, but both Defendants refused to operate the Camps.

24. BSCL retained Global Sporting Advisors to value and market the Properties and the Fishing Rights.
Global Sporting Advisers valued the Properties and Fishing Rights at $4,600,000, and has suggested
- 7 -

that they must be exposed to the market for 12-18 months before finding the right purchaser. Global
Sporting Advisors is confident a suitable purchaser will emerge due to the nature of the Properties
and the facilities which they offer.

25. Global Sporting Advisers has extensive experience in selling Atlantic Salmon fishing properties on
the Main Southwest Miramichi River and elsewhere, and their mandate is to sell the Properties or
to sell the shares of BSCL on behalf of the Michaels. Global Sporting Advisors has warned that the
Properties should not be broken up and sold piece-meal, and that selling the Properties under distress
would result in a much reduced realization for the Plaintiffs and RBC. Further, Global Sporting
Advisers suggested that having the Camps operational would significantly aid the process of selling
the Properties or the shares of BSCL.

26. E&Y has appointed George Kinsman, C.A., C.I.R.A. to act as receiver, despite Mr. Kinsman having
no experience in selling property similar to that owned by the Plaintiffs. E&Y would not seek or take
the advice of the Plaintiffs or Global Sporting Advisers, as E&Y and RBC would not operate the
Camps during the 2013 fishing season under any circumstances, despite the bookings BSCL already
had for the 2013 season.

27. The Plaintiffs and Global Sporting Advisers arranged for potential purchasers and investors to come
to see the Camps after E&Y was installed as receiver. These proposed visits were communicated to
RBC and E&Y, but each request made to the Defendants to open the Camps, even for a short period,
were refused. The effect of these refusals were that prospective purchasers of the Properties that the
Plaintiffs and Global Sporting Advisers had lined up were turned off by the unreasonable actions of
the Defendants.

28. E&Y entered into a sale agreement for the Properties which was set to close on October 31, 2013.
When the Plaintiffs asked to attend at the sale and to have information on the purchaser, the
purchased assets or the purchase price, the Defendants refused and advised that an accounting would
be provided in due course. The Plaintiffs have been given no information regarding the sale of their
assets, and have no information to confirm whether the proposed sale will satisfy their creditors or
leave them in a deficiency, which may expose the Michaels to liability under the personal guarantees
on the Collateral Mortgages, the PWP Loan and the UK based loans.

29. The Plaintiffs claim that the Defendants have not acted in a commercially reasonable manner both
prior to and after E&Y’s appointment as receiver and agent of RBC, and have attempted to
improvidently and negligently realize on the assets of the Plaintiffs. The Defendants’ actions could
cause a deficiency from the sale of the Properties and the Fishing Rights.

30. The Properties and the Fishing Rights were in no danger when E&Y took possession of same, and
their conduct guaranteed that the Plaintiffs would not be able to bring the Collateral Mortgages
current. If they had been able to operate they would have access to the PWP Loan and the cash flow
generated this fishing season. The Plaintiffs have suffered damages and losses as a result of the
conduct of the Defendants, but at this time the particulars of such damages and losses are unknown
due to the Defendants refusal to provide information to the Plaintiffs regarding the sale of the
Properties and the Fishing Rights.
- 8 -

31. If the Properties and the Fishing Rights are not sold for a fair and proper price, each of the Plaintiffs
will be petitioned into bankruptcy in Canada (BSCL) and in the United Kingdom (the Michaels). As
stated, the equity used to purchase the Properties and the Fishing Rights was drawn from the
Michaels’ properties in the United Kingdom, and any deficiency from a sale of the Properties and
the Fishing Rights would cause the Michaels to default on their loans with, inter alia, the Royal
Bank of Scotland.

32. As of October 21, 2013, the Defendants state that their realization costs totaled $160,416.24. The
Plaintiffs state that these costs are improper and unreasonable, as the Defendants have not operated
the Camps at any point since taking possession of them in early May, 2013 under the Collateral
Mortgages and the GSA. When the loans were placed in ‘special loans’ status, the realization costs
were stated to be around $10,000 by RBC.

33. By an Order of the Court dated October 30, 2013, the Defendants were enjoined from disposing of
the Properties and the Fishing Rights until further hearing of this matter, scheduled for November
7, 2013. The Defendants were served with the Notice of Motion (Form 37B), the supporting
affidavits and the Order on October 31, 2013.

34. E&Y has failed to comply with section 64 of the Personal Property Security Act, S.N.B. 1993, c. P-
7.1 by, inter alia, refusing to provide information to the Plaintiffs regarding the sale of the collateral
secured under the GSA and the terms of any proposed sale. The Plaintiffs allege that E&Y has not
taken reasonable care to obtain a proper price for the Properties and the Fishing Rights by refusing
to show the Camps to prospective purchasers arranged by the Plaintiffs and Global Sporting
Advisers.

35. RBC has acted carelessly in its handling of the loans and in its enforcement and attempted realization
of its security. The Defendants should have allowed the fishing camps to operate during the 2013
fishing season, and their continued refusal to open the Camps for business or to show to prospective
purchasers arranged by the Plaintiffs has potentially devalued the security. Any potential deficiency
will have been exacerbated by the Defendants’ detrimental conduct.

36. As a result of the actions of the Defendants, the Plaintiffs have suffered losses and expenses from
not being able to operate the Camps during what would have been a profitable fishing season for
BSCL. The Plaintiffs had confirmed bookings for the Camps in excess of $60,000.00, and further
bookings were within reason given the quality of the fishing during the season. When the Defendants
took possession of the Properties and the Fishing Rights, the Plaintiffs had procured further
investment and were set to open the Camps for the fishing season. BSCL had enough bookings to
bring the Collateral Mortgages current during the fishing season had the Defendants not
unreasonably enforced their security.

37. The Plaintiffs seek relief from the Defendants, RBC and E&Y, jointly and severally, as follows:

(a) An Accounting of all realization costs claimed by the Defendants from May 3, 2013 to the
date of such Accounting;
- 9 -

(b) A declaration that the realizations costs were unnecessary and unreasonable in the
circumstances and therefore should be borne by RBC;

(c) An order that the Defendant, Ernst & Young Inc., be removed as receiver of the assets of
Blissfield Sporting Camps Limited charged under the General Security Agreement dated
September 22, 2011 and registered in the Northumberland County Registry Office as
document number 32758683 on June 12, 2013, pursuant to paragraph 64(7)(b) of the
Personal Property Security Act;

(d) That prior to any proposed sale, the Defendants be ordered to disclose to the Plaintiffs the
particulars of the sale of the Properties and the Fishing Rights pursuant to paragraph 64(2)(d)
of the Personal Property Security Act;

(e) General and Special Damages in an amount to be determined at Trial, for the negligence of
the Defendants in their proposed realization of RBC’s security in the Properties and the
Fishing Rights, when the Defendants knew or ought to have known that their conduct would
cause the Plaintiffs substantial financial and emotional harm;

(f) General and Special Damages for breach of contract, as the cause of the Plaintiffs default on
the Collateral Mortgages (the suspension of fishing on the Main Southwest Miramichi River)
was beyond the reasonable control of the Plaintiffs, was known to RBC and had the effect
of frustrating the Collateral Mortgages. RBC continued to strictly enforce their rights under
the Collateral Mortgages and the GSA against the Plaintiffs despite the frustration of the
Collateral Mortgages;

(g) Costs; and

(h) Such further and other relief as deemed appropriate and just by this Honourable Court.

DATED at Fredericton, New Brunswick, this FAIT à
_____ day of November, 2013. le 20 .

____________________________ _________________________
Lawyer for the Plaintiff. Avocat du demandeur

Name of Lawyer for Plaintiff: Nom de l'avocat du demandeur:
CHARLES BIRD

Name of Firm: Raison sociale:
WHITEHEAD, BIRD & MILES

Business Address: Adresse professionnelle:
111 Main Street
Fredericton, NB E3A lC6
Court File No.: F/C/253/13

IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

B E T W E E N:
BLISSFIELD SPORTING CAMPS LIMITED,
PAUL MICHAELS and CHARLOTTE
MICHAELS,
Plaintiffs,

- and -

ROYAL BANK OF CANADA and ERNST &
YOUNG INC.,

Defendants.

AMENDED NOTICE OF ACTION WITH AVIS DE POURSUITE ACCOMPAGNE
STATEMENT OF CLAIM ATTACHED D'UN EXPOSE DE LA DEMANDE
(Form 16A) (Formule 16A)

TO: Royal Bank of Canada and DESTINATAIRE:
Ernst & Young Inc.
c/o Darrell Stephenson
Stewart McKelvey
Barristers & Solicitors
Brunswick House, Suite 1000
44 Chipman Hill
Saint John, NB E2L 2A9

LEGAL PROCEEDINGS HAVE BEEN PAR LE DEPOT DU PRESENT AVIS DE
COMMENCED AGAINST YOU BY FILING POURSUITE ACCOMPAGNE D'UN EXPOSE
THIS NOTICE OF ACTION WITH DE LA DEMANDE, UNE POURSUITE
STATEMENT OF CLAIM ATTACHED. JUDICIAIRE A ETE ENGAGEE CONTRE
VOUS.
- 2 -

If you wish to defend these proceedings, either Si vous désirez présenter une défense dans cette
you or a New Brunswick lawyer acting on your instance, vous-même ou un avocat du Nouveau-
behalf must prepare your Statement of Defence in Brunswick chargé de vous représenter devrez
the form prescribed by the Rules of Court and rédiger un exposé de votre défense en la forme
serve it on the plaintiff or the plaintiff's lawyer at prescrite par les Règles de procédure, le signifier
the address shown below and, with proof of such au demandeur ou à son avocat à l'adresse indiquée
service, file it in this Court Office together with ci-dessous et le déposer au greffe de cette Cour
the filing fee of $50, avec un droit de dépôt de $50 et une preuve de sa
signification:

a) if you are served in New Brunswick a) DANS LES 20 JOURS de la signification
WITHIN 20 DAYS after service on you of qui vous sera faite du présent avis de
this Notice of Action with Statement of poursuite accompagné d'un exposé de la
Claim Attached, or demande, si elle vous est faite au
Nouveau-Brunswick ou

b) if you are served elsewhere in Canada or b) DANS LES 40 JOURS de la signification,
in the United States of America, WITHIN si elle vous est faite dans une autre région
40 DAYS after such service, or du Canada ou dans les Etats-Unis
d'Amérique ou

c) if you are served anywhere else, WITHIN c) DANS LES 60 JOURS de la signification,
60 DAYS after such service. si elle vous est faite ailleurs.

If you fail to do so, you may be deemed to have Si vous omettez de le faire, vous pourrez être
admitted any claim made against you, and without réputé avoir admis toute demande formulée contre
further notice to you, JUDGMENT MAY BE vous et, sans autre avis, JUDGMENT POURRA
GIVEN AGAINST YOU IN YOUR ABSENCE. ETRE RENDU CONTRE VOUS EN VOTRE
ABSENCE.

You are advised that: Sachez que:

a) you are entitled to issue documents and a) vous avez le droit dans la présente
present evidence in the proceeding in instance, d'émettre des documents et de
English or French or both; présenter votre preuve en français, en
anglais ou dans les deux langues;

b) the plaintiff intends to proceed in the b) le demandeur a l'intention d'utiliser la
English language; and langue
et

c) your Statement of Defence must indicate c) l'exposé de votre défense doit indiquer la
the language in which you intend to langue que vous avez l'intention d'utiliser.
proceed.
- 3 -

Si la demande a pour objet la perception d'une somme déterminée ou
Where the claim is for a liquidated demand or to recover a debt, with
le recouvrement d'une créance avec ou sans intérêts, ajouter le
or without interest, insert the following notice:
paragraphe suivant:

If you pay to the plaintiff or the plaintiff's lawyer Si, dans le délai accordé pour la signification et le
the amount of the plaintiff's claim, together with dépôt de l'exposé de votre défense, vous payez au
the sum of $l00 for the plaintiff's costs, within the demandeur ou à son avocat le montant qu'il
time you are required to serve and file your réclame, plus $100 pour couvrir ses frais, il y aura
Statement of Defence, further proceedings will be suspension de l'instance ou vous pourrez
stayed or you may apply to the court to have the demander à la cour de rejeter l'action.
action dismissed.

THIS NOTICE is signed and sealed for the Court CET AVIS est signé et scellé au nom de la Court
of Queen's Bench by Craig J. Carleton, Q.C., du Banc de la Reine par
Clerk of the Court at Fredericton, New greffier de la Cour à
Brunswick, on the ______ day of November, ce 20 .
2013.

____________________________ ________________________
(clerk) (greffier)
Court Sceau de
Seal la Cour
Justice Building
427 Queen Street
P.O. Box 6000
Fredericton, NB E3B 5Hl

STATEMENT OF CLAIM EXPOSE DE LA DEMANDE
Set out in separate, numbered paragraphs the following: Enoncer les éléments suivants dans des paragraphes numérotés et
distincts:

1. The capacity of all persons who are parties to the 1. La qualité de toutes les personnes qui sont parties à
proceeding. l'instance.

2. The place of residence of the plaintiff. 2. Le lieu de résidence du demandeur.

3. Where the Statement of Claim is to be served out of New 3. Si l'exposé de la demande doit être signifié en dehors de la
Brunswick without leave, the facts upon which it is alleged province sans permission, les faits tendant à justifier une
that such service is permitted. telle signification.

4. Each allegation of a material fact relied upon to substantiate 4. Chacune des allégations de fait déterminant sur lesquelles
the claim. est fondée la demande.

5. The plaintiff's claim. 5. Les mesures de redressement demandées.
- 4 -

STATEMENT OF CLAIM

1. The Plaintiff, Blissfield Sporting Camps Limited (“BSCL”), is a body corporate incorporated
under the laws of the Province of New Brunswick on April 2, 2007 as 631019 N.B. Inc.
BSCL’s registered office is located at 111 Main Street, Fredericton, New Brunswick.

2. The Plaintiffs, Paul Michaels and Charlotte Michaels (collectively “the Michaels”), are
married and reside at Low Newbiggin Estate, Aislaby, near Whitby, North Yorkshire, United
Kingdom. At all material times hereto, the Michaels were the sole directors, officers and
shareholders of BSCL.

3. The Defendant, the Royal Bank of Canada (“RBC”), is a Chartered Bank under the Bank Act,
S.C. 1985, c. 46, with an operating branch located at 504 Queen Street, Fredericton, New
Brunswick.

4. The Defendant, Ernst & Young Inc. (“E&Y”), is an extra-provincial corporation under the
Business Corporations Act, S.N.B. 1981, c. B-9.1, with its registered office located at 222
Bay Street, Suite 3100, Toronto, Ontario.

5. None of the parties are suffering from any legal disability.

6. Beginning in 2007, the Plaintiffs began acquiring real property along the Southwest
Miramichi River in Doaktown at or near Blissfield, New Brunswick, being PID Nos.
40466484, 40041642 and 40038234 (“the Properties”). PIDs 40466484 and 40041642 were
purchased in the name of BSCL, while PID 40038234 was acquired in the Michaels’ names.
During the same period of time, the Plaintiffs acquired access and riparian rights over PIDs
40038531, 40038283, 40038341 (“the Fishing Rights”). In the aggregate, the Plaintiffs spent
over $1,500,000.00 in acquiring the Properties and the Fishing Rights, as the funds were
raised by mortgaging property the Michaels own in the United Kingdom. The Michaels have
extended personal guarantees for these UK based loans.

7. The Michaels operate an Atlantic Salmon Fishing Lodge in the United Kingdom and have
done so since 2001. The Michaels approached RBC beginning in 2007 about obtaining
financing to build high quality fishing camps and a Lodge on the Properties in the Miramichi
(“the Camps”). The Michaels planned to build the Camps with local (New Brunswick) labour
and materials, and would be operated from April 15th until October 15th each year, being
the length of the fishing season.

8. Since 2007, the Michaels have made over one hundred and forty (140) trans-Atlantic flights
negotiate, purchase, construct, market and operate the Camps, all at their own expense.

9. After extensive negotiations with RBC, in August 2011 BSCL obtained a loan in the amount
of $810,000.00 from RBC to begin building the Camps, being document number 30531421
- 5 -

(“the BSCL Mortgage”). On May 4, 2012, the BSCL Mortgage was amended to secure the
principal sum of $1,260,000.00. On September 2, 2011 RBC registered a collateral mortgage
against PID 40038234 (owned by the Michaels) in the amount of $810,000.00, being
document number 30553425 (collectively “the Collateral Mortgages”). The BSCL Mortgage
had a ten year term with interest payable at a rate of 5% per annum, interest only payments
in the first year. The Michaels each provided personal guarantees for the Collateral
Mortgages.

10. By a general security agreement dated September 22, 2011 and registered in the
Northumberland County Registry Office as document number 32758683 on June 12, 2013
(“the GSA”), BSCL granted a security interest to RBC over all of its undertakings, including
the Fishing Rights.

11. BSCL’s business plan, which was known to RBC since 2006, forecasted European guests
paying $1,000.00 per day to attend at the Camps, given the world class fishing available on
the Miramichi River and the high-end accommodations which the Camps would provide.
BSCL began constructing the Camps in August 2011, and construction continued through
the winter until the Camps were completed and opened in late June 2012. The business plan
was discussed in detail with RBC.

12. After opening in late June, the 2012 fishing season was suspended by law on that portion of
the Main Southwest Miramichi River where the Properties and the Fishing Rights are
located. The suspension of fishing lasted from mid-July until mid-September due to low
water caused by a lack of rain. BSCL’s business revolves around providing world class
fishing in its pools, and the extended interruption meant that fisherman did not attend at the
Camps. This was a force majeure event for Blissfield during its first season of operation, and
the lack of cash-flow from fishing operations caused the Plaintiffs to fall behind on the
payments for the Collateral Mortgages, but the Plaintiffs kept RBC aware of these difficulties
and how they would likely impact the first year of operation.

13. RBC allowed BSCL to fall into arrears on the Collateral Mortgages, but advised the Michaels
to inject more capital into BSCL through shareholder advances or through outside
investment. On January 15, 2012, RBC unilaterally moved the Collateral Mortgages into the
‘special loans’ category and increased the interest rate payable to 9% per annum from the
agreed rate of 5%. BSCL never agreed to the change and advised RBC that such action
would only make difficult situation worse This added $4,200.00 per month in unnecessary
expenses for BSCL to cover, which it could not afford. At the time of the change in rates, the
loans were in arrears by 2 months, which in the aggregate was around $5,000.00.

14. The Plaintiffs requested principal and interest relief on the loan payments, which RBC
advised could be arranged under the Canada Small Business Financing Act, S.C. 1998, c.36.
RBC told the Plaintiffs that this relief made sense, and that it could and would be granted.
RBC later found that only principal relief could be obtained. BSCL was not advised of
RBC’s refusal to grant such relief until late April, 2013.
- 6 -

15. The Michaels were unable to invest further funds into BSCL, and sought outside investment.
Phoenix Wood Products Limited (“PWP”), owner of Riverbend Log Homes, supplied BSCL
with the log cabins for the Camps. Aunden Rae (“Rae”) and PWP agreed in principle to
provide a $120,000.00 loan to BSCL (“the PWP Loan”) in December, 2012. The PWP Loan
acknowledged BSCL’s outstanding debt to PWP in the amount of $40,000.00, which left
$80,000.00 to be disbursed in two tranches for operating expenses of the Camps.

16. Throughout the period from mid-January to mid-April 2013, almost every e-mail
communication between the Plaintiffs, PWP and PWP’s counsel was copied to RBC, as they
were kept aware at all times of the discussions and commitment being made by PWP to
provide financing to BSCL.

17. The PWP Loan was conditional on PWP and Rae holding second place security on PIDs
40466484 and 40041642, behind RBC’s security. Further, the PWP Loan was to be used to
cover the ongoing operating expenses of BSCL, not to pay the arrears owed to RBC. The
PWP Loan was secured via a collateral mortgage, a general security agreement and a
promissory note in favour of Rae and PWP, and the Michaels provided personal guarantees.
The collateral mortgage in favour of Rae and PWP was registered in the Northumberland
County Registry Office on April 25, 2013 as document number 32602030.

18. On or around February 20, 2013, RBC issued a Demand for Payment and Notice of Intention
to Enforce Security (“the Demand”) to the Plaintiffs. When RBC made the Demand, the
amount of the arrears alleged owing included principal on the BSCL Mortgage which were
not in fact due, thus the amount demanded was not correct as all that was owed was
$6,144.00, being interest owing under the Collateral Mortgages. The issuing of the Demand
and the Notice of Intention to Enforce Security was improper and contrary to the Bankruptcy
and Insolvency Act and the Personal Property Act. Paul Michaels was in almost daily contact
with RBC via telephone and e-mail about the status of the PWP Loan and the progress that
was being made to bring the Collateral Mortgages current. The Michaels were living in the
United Kingdom, which made face-to-face meetings with RBC difficult but Paul Michaels
would travel to New Brunswick when necessary.

19. On January 13, 2012, RBC was provided an appraisal by Fredericton Appraisal Associates
Ltd. (“FAAL”), showing the Properties and the Fishing Rights to have a value of
$4,634,000.00, which included the value of certain options to purchase PIDs 40038333 and
40462053, which options have not been exercised by the Plaintiffs at present. FAAL
appraised the Properties and Fishing Rights a second time for E&Y on June 18, 2013,
showing the value of the Properties and the Fishing Rights to be $525,000.00.

20. Both prior to and after RBC issued the Demand, the Plaintiffs worked diligently to obtain
financing from PWP, Rae and other sources to cover ongoing expenses. When the Plaintiffs
were successful in obtaining financing from Rae and PWP, they were led to believe that this
would result in the continued forbearance by RBC to see BSCL through the 2013 fishing
- 7 -

season, notwithstanding RBC’s issuing of the Demand. Paul Michaels was dealing with RBC
and its counsel directly, as he had not engaged counsel at this time as he was focusing his
time and resources on raising funds and concluding the PWP Loan, both of which were
paramount to BSCL continuing as a going concern.

21. Throughout February and March of 2013, BSCL was in arrears on its accounts with NB
Power and Aliant. Additionally, the premiums on BSCL’s fire insurance policy for the
Camps through Wilson Insurance were due. Without these services and the insurance policy,
BSCL would not have been able to continue its operations, so payment of these accounts was
crucial to BSCL’s survival and was recommended by RBC. The first tranche of $40,000.00
from the PWP Loan was to be used to pay these accounts so the Camps could open for the
2013 fishing season.

22. The second tranche of the PWP Loan to BSCL was to be disbursed if BSCL was able to keep
its operating expenses current and if BSCL could work through its issues with RBC on a
temporary basis. The Plaintiffs informed RBC of the terms of the PWP Loan immediately
once it was obtained.

23. In April, 2013, PWP/Aunden Rae paid amounts on various accounts for local expenses owed
by BSCL, and the remainder of the first tranche was deposited into BSCL’s operating
account at RBC on April 26, 2013, being $27,973.02 (“the deposit”). Upon receiving the
deposit, RBC immediately froze BSCL’s operating account and applied the whole of the
deposit towards the arrears owed on the Collateral Mortgages. RBC did this despite knowing
that the Loan was to be used for the operating expenses of BSCL, and that the second tranche
was contingent on the Bank forbearing on the Demand.

24. As a result of RBC’s handling of the deposit, PWP and Rae refused to disburse the second
tranche of $40,000.00, as they feared it would be treated in the same fashion as the first
tranche was by RBC.

25. On May 3, 2013, E&Y was appointed as receiver of the assets of BSCL under the GSA by
RBC and has been appointed as RBC’s agent to dispose of the Properties secured by the
Collateral Mortgages. After being appointed on May 3, 2013, E&Y refused to operate the
Camps during the 2013 fishing season, despite BSCL having in excess of $60,000.00 in
confirmed bookings.

26. The 2013 fishing season was a good year, as the fish have returned to the Main Southwest
Miramichi River. There has been a sufficient amount of rainfall to allow for a full season of
fishing on the portion of the River where the Plaintiffs own real property and/or riparian
rights. These facts were made known to RBC and E&Y, but both Defendants refused to
operate the Camps.

27. BSCL retained Global Sporting Advisors in October 2012 to value and market the Properties
and the Fishing Rights. Global Sporting Advisers valued the Properties and Fishing Rights
- 8 -

at $4,600,000, and has suggested that they must be exposed to the market for 12-18 months
before finding the right purchaser. Global Sporting Advisors is confident a suitable purchaser
will emerge due to the nature of the Properties and the facilities which they offer.

28. Global Sporting Advisers has extensive experience in selling Atlantic Salmon fishing
properties on the Main Southwest Miramichi River and elsewhere, and their mandate is to
sell the Properties or to sell the shares of BSCL on behalf of the Michaels. Global Sporting
Advisors has warned that the Properties should not be broken up and sold piece-meal, and
that selling the Properties under distress would result in a much reduced realization for the
Plaintiffs and RBC. Further, Global Sporting Advisers suggested that having the Camps
operational would significantly aid the process of selling the Properties or the shares of
BSCL.

29. E&Y has appointed George Kinsman, C.A., C.I.R.A. to act as receiver, despite Mr. Kinsman
having no experience in selling property similar to that owned by the Plaintiffs. E&Y would
not seek or take the advice of the Plaintiffs or Global Sporting Advisers, as E&Y and RBC
would not operate the Camps during the 2013 fishing season under any circumstances,
despite the bookings BSCL already had for the 2013 season.

30. The Plaintiffs and Global Sporting Advisers arranged for potential purchasers and investors
to come to see the Camps after E&Y was installed as receiver. These proposed visits were
communicated to RBC and E&Y, but each request made to the Defendants to open the
Camps, even for a short period, were refused. The effect of these refusals were that
prospective purchasers of the Properties that the Plaintiffs and Global Sporting Advisers had
lined up were turned off by the unreasonable actions of the Defendants.

31. E&Y entered into a sale agreement for the Properties which was set to close on October 31,
2013. When the Plaintiffs asked to attend at the sale and to have information on the
purchaser, the purchased assets or the purchase price, the Defendants refused and advised
that an accounting would be provided in due course. The Plaintiffs have been given no
information regarding the sale of their assets, and have no information to confirm whether
the proposed sale will satisfy their creditors or leave them in a deficiency, which may expose
the Michaels to liability under the personal guarantees on the Collateral Mortgages, the PWP
Loan and the UK based loans.

32. The Plaintiffs claim that the Defendants have not acted in a commercially reasonable manner
both prior to and after E&Y’s appointment as receiver and agent of RBC, and have attempted
to improvidently and negligently realize on the assets of the Plaintiffs. The Defendants’
actions could cause a deficiency from the sale of the Properties and the Fishing Rights.

33. RBC was negligent in its handling of the Plaintiffs’ situation, and have caused significant
expense, damages and losses to be suffered by the Plaintiffs, of both a financial nature and
otherwise. The particulars of RBC’s negligence are as follows:
- 9 -

(a) Failing to renegotiate the Collateral Mortgages when first approached to do so in
2012;

(b) Unilaterally moving the Collateral Mortgages to ‘special status’, thereby raising the
interest rates from 5% per annum to 9%;

(c) Freezing BSCL’s operating account on April 26, 2013 when receiving the remainder
of the first tranche from the PWP Loan, when RBC knew or ought to have known
that BSCL would be unable to pay trade creditors and that the second tranche would
be withheld by PWP/Rae;

(d) Appointing a receiver when it was not reasonable to do so;

(e) Refusing to allow the Plaintiffs to operate the Camps in order to repay the Collateral
Mortgages;

(f) Refusing to allow the Plaintiffs to show the Camps to prospective
purchasers/investors arranged by the Plaintiffs and Global Sporting Advisers;

(g) Failing to seek and follow the advice of the Plaintiffs and Global Sporting Advisers
as to the proper manner to market the Properties and the Fishing Rights for sale;

(h) Failing to provide the Plaintiffs with any information regarding the realization
process, despite numerous requests for information; and

(i) Attempting to sell the Properties and Fishing Rights in an improper manner.

34. E&Y was negligent after being appointed receiver and agent by RBC, and have caused
significant expense, damages and losses to be suffered by the Plaintiffs, of both a financial
nature and otherwise. The particulars of E&Y’s negligence are as follows:

(a) Refusing to operate the Camps after taking possession of them at the beginning of the
2013 fishing season;

(b) Failing to seek and follow the advice of the Plaintiffs and Global Sporting Advisers
as to the proper manner to market the Properties and the Fishing Rights for sale;

(c) Failing to provide the Plaintiffs with sufficient or any information regarding the
realization of RBC’s security interests throughout its receivership; and

(d) Attempting to sell the Properties and the Fishing Rights in an improper manner.

35. The Properties and the Fishing Rights were in no danger when E&Y took possession of
same, and their conduct guaranteed that the Plaintiffs would not be able to bring the
- 10 -

Collateral Mortgages current. If BSCL had been able to operate, they would have access to
the PWP Loan and the cash flow generated this fishing season to bring the Collateral
Mortgages current. The Plaintiffs have suffered damages and losses as a result of the conduct
of the Defendants, but at this time the particulars of such damages and losses are unknown
due to the Defendants refusal to provide information to the Plaintiffs regarding the sale of
the Properties and the Fishing Rights.

36. If the Properties and the Fishing Rights are not sold for a fair and proper price, each of the
Plaintiffs will be petitioned into bankruptcy in Canada (BSCL) and in the United Kingdom
(the Michaels). As stated, the equity used to purchase the Properties and the Fishing Rights
was drawn from the Michaels’ properties in the United Kingdom, and any deficiency from
a sale of the Properties and the Fishing Rights would cause the Michaels to default on their
loans with, inter alia, the Royal Bank of Scotland.

37. As of October 21, 2013, the Defendants state that their realization costs totaled $160,416.24.
The Plaintiffs state that these costs are improper and unreasonable, as the Defendants have
not operated the Camps at any point since taking possession of them in early May, 2013
under the Collateral Mortgages and the GSA. When the loans were placed in ‘special loans’
status, the realization costs were stated to be around $10,000 by RBC.

38. By an Order of the Court dated October 30, 2013, the Defendants were enjoined from
disposing of the Properties and the Fishing Rights until further hearing of this matter,
scheduled for November 7, 2013. The Defendants were served with the Notice of Motion
(Form 37B), the supporting affidavits and the Order on October 31, 2013.

39. E&Y has failed to comply with section 64 of the Personal Property Security Act, S.N.B.
1993, c. P-7.1 by, inter alia, refusing to provide information to the Plaintiffs regarding the
sale of the collateral secured under the GSA and the terms of any proposed sale. The
Plaintiffs allege that E&Y has not taken reasonable care to obtain a proper price for the
Properties and the Fishing Rights by refusing to show the Camps to prospective purchasers
arranged by the Plaintiffs and Global Sporting Advisers.

40. RBC has acted carelessly in its handling of the loans and in its enforcement and attempted
realization of its security. The Defendants should have allowed the fishing camps to operate
during the 2013 fishing season, and their continued refusal to open the Camps for business
or to show to prospective purchasers arranged by the Plaintiffs has potentially devalued the
security. Any potential deficiency will have been exacerbated by the Defendants’ detrimental
conduct.

41. As a result of the actions of the Defendants, the Plaintiffs have suffered losses and expenses
from not being able to operate the Camps during what would have been a profitable fishing
season for BSCL. The Plaintiffs had confirmed bookings for the Camps in excess of
$60,000.00, and further bookings were within reason given the quality of the fishing during
the season. When the Defendants took possession of the Properties and the Fishing Rights,
- 11 -

the Plaintiffs had procured further investment and were set to open the Camps for the fishing
season. BSCL had enough bookings to bring the Collateral Mortgages current during the
fishing season had the Defendants not unreasonably enforced their security.

42. The Plaintiffs seek relief from the Defendants, RBC and E&Y, jointly and severally, as
follows:

(a) An Accounting of all realization costs claimed by the Defendants from May 3, 2013
to the date of such Accounting;

(b) A declaration that the Demand for Payment and Notice of Intention to Enforce
Security issued by RBC on February 20, 2013 to the Plaintiffs was improper and
contrary to the provisions of the Bankruptcy and Insolvency Act and the Personal
Property Security Act;

(c) A declaration that the realizations costs were unnecessary and unreasonable in the
circumstances and therefore should be borne by RBC;

(d) An order that the Defendant, Ernst & Young Inc., be removed as receiver of the
assets of Blissfield Sporting Camps Limited charged under the General Security
Agreement dated September 22, 2011 and registered in the Northumberland County
Registry Office as document number 32758683 on June 12, 2013, pursuant to
paragraph 64(7)(b) of the Personal Property Security Act;

(e) That prior to any proposed sale, the Defendants be ordered to disclose to the
Plaintiffs the particulars of the sale of the Properties and the Fishing Rights pursuant
to paragraph 64(2)(d) of the Personal Property Security Act;

(f) General and Special Damages in an amount to be determined at Trial, for the
negligence of the Defendants in their proposed realization of RBC’s security in the
Properties and the Fishing Rights, when the Defendants knew or ought to have
known that their conduct would cause the Plaintiffs substantial financial and
emotional harm;

(g) General and Special Damages for breach of contract, as the cause of the Plaintiffs
default on the Collateral Mortgages (the suspension of fishing on the Main Southwest
Miramichi River) was beyond the reasonable control of the Plaintiffs, was known to
RBC and had the effect of frustrating the Collateral Mortgages. RBC continued to
strictly enforce their rights under the Collateral Mortgages and the GSA against the
Plaintiffs despite the frustration of the Collateral Mortgages;

(h) Costs on a solicitor-client basis for the filing of the Preliminary Motion (Form 37B)
for the ex-parte and interlocutory injunction and this Action; and
- 12 -

(i) Such further and other relief as deemed appropriate and just by this Honourable
Court.

DATED at Fredericton, New Brunswick, this 7th FAIT à
day of November, 2013. le 20 .

____________________________ _________________________
Lawyer for the Plaintiff. Avocat du demandeur

Name of Lawyer for Plaintiff: Nom de l'avocat du demandeur:
CHARLES BIRD

Name of Firm:
WHITEHEAD, BIRD & MILES Raison sociale:

Business Address:
111 Main Street Adresse professionnelle:
Fredericton, NB E3A lC6
Court File No.: FIC/253/13

IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK

TRIAL DIVISION

JUDICIAL DISTRICT OF FREDERICTON

BETWEEN:
BLISSFIELD SPORTING CAMPS LIMITED,
PAUL and CHARLOTTE MICHAELS, &
OTHERS
Plaintiffs,

- and-

ROYAL BANK OF CANADA and OTHERS

Defendants.

REPLY TO DEFENCE & COUNTERCLAIM
(FORM 27E)

1. The Plaintiffs admit the allegations contained in paragraph 1 of the Statement of
Defence and Counterclaim.

2. The Plaintiffs deny the allegations contained in paragraphs 2, 3,4,5,6, 7, 8,9, 10,
11, 12, 13, 14, 15, 16, 17, 18, 19,20,21,22,23,24,25,26,27,28,29 and 30 of the Statement of
Defence and Counterclaim and puts the Defendants to the strict proof thereof.
- page 2 -

3. As to the Statement of Defence and Counterclaim as a whole, the Plaintiffs state
that the enforcement steps taken by the Defendants outlined in paragraph 17 of the Statement of
Defence and Counterclaim, in particular, the matters outlined in subparagraphs (b) through (z)
inclusive, were not done in a commercially reasonable manner and breached the 'good faith'
offered by The Michaels in offering their 7 years of hard work and over $2.5million Canadian in
equity and properties as security for the Royal Bank loan for the following reasons:

(a) RBC did NOT instruct a valuation post construction of the lodges, nor did
they consider engage or agree to renegotiate or restructure the terms of the
loan, prior to issuing a demand for payment

(b) RBC refused to 'Engage' with the BSCL or its directors or creditors to
resolve the issues.

(c) RBC were advised by the plaintiffs that Stewart McKelvey were in serious
conflict in representing RBC in this matter as they were the plaintiffs
lawyers for a number of cases pertaining to the properties that formed part
of RBC's assignment of security.

(d) E&Y used ARA Fredericton Appraisals to value the BSCL assets. FA
were in Conflict' as Harold Moore a director of FA had been a manager for
Blissfields and had quit during construction of the lodges in May 2012.
Joel LePointe valued the business assets for RBC back in March 2012 at
$4.6m with 2 other pool options, and additional shared time on leased
water but prior to investment of $l.5m of construction.
Without the pool options the additional water held as security by RBC
there was still a minimum value of circa $4m as detailed in GSA's recent
valuation. Neither RBC or Emst & Young questioned or sought a second
opinion on the CAD$4m deficiency in FA's valuations, before proceeding.

(e) RBC and others ignored BSCL the marriage value of Michaels personal
property used as security and the 'Real Property' value associated with the
right to fish for Atlantic Salmon alongside the prestigious new lodges as
set out in BSCL's original business plan used to underwrite the $1.25m
loan.

(f) RBC refused to give BSCL and its directors access to the lodge for Private
showings to BSCL investors.

(g) RBC did not consider using the SBFL of $500k to allow BSCL time to
nurse the business to health
- page 3 -

(h) RBC incurred disproportionate costs, in excess of $240k, compared with
less than $20k of arrears at the time of foreclosure

(i) RBC breached the terms of their agreement with federal governments
SBFL terms

(j) RBC breached their own internal protocols

(k) RBC incurred reckless losses of shareholders funds

(1) RBC refused to accept or recognise BSCL efforts to secure external
funding for Operating Capital

(m) RBC initially refused to accept guarantee or use of funds in a GIC account
to secure further support. When Ernst & Young's 15 July 2013 tender
process failed to secure reasonable bids 0 RBC stated they would now
consider a guarantee. This rendered the entire receivership process
unnecessary and incompetent

(n) RBC and others discouraged pre qualified investors, and enquirers.

(0) RBC Ernst & Young and Others prioritised paying significant and
disproportionate fees to their fishing buddies before protecting BSCL
creditors RBC shareholders funds and investments and future profits in
BSCL

(P) RBC and others could and should have taken into account the length of the
10 year loan. RBC made a clear signal that they would further support
BSCL when they contracted to reduce and extend the loan repayments to
interest only for an additional 12 moths. RBC could have rolled up the
interest or simply taken a longer term view and parked any underpayments
until the business righted itself during 2013 fishing season, and given the
significant equity put forward as security by the Michaels, Clifford Rae
Aunden Rae Phoenix Wood Products , and Springhill Construction
Limited, they had both a MORAL & FIDUCIARY responsibility to do so.

As a result, the Plaintiffs have suffered substantial losses and expense as outlined in its Amended
Statement of Claim
-page 4-

4. The Plaintiffs deny that the Defendants suffered any losses as claimed in
paragraph 29 and 30 of the Statement of Defence and Counterclaim, but states in the alternative,
if the Defendants did suffer any loss, such losses were caused wholly or partly by their own
negligence or the negligence of their agents and advisors in enforcing the Royal Bank of
Canada's security at a time and in such a manner that was not prudent or reasonable to do so

5. The Plaintiffs hold RBC responsible for 'Tortious Interference', 'Irreparable
Harm', 'Mental anguish and torture', 'Improvident realisation' and 'Premature cessation' of their
assets, and financial losses and damages both in Canada and the United Kingdom.

6. The Plaintiffs therefore maintain their claim against the Defendants, and others
jointly and severally, for special and general damages for such unreasonable enforcement
actions, in amounts that will be proven at trial.

7. The Plaintiffs ask that the Counterclaim be dismissed with damages and costs
awarded to them.

DATED at London, United Kingdom, this yd day of January, 2014.

SIGNED

Paul Michaels
For and on behalf of
Paul & Charlotte Michaels
Blissfield Sporting Camps Limited & Others
CORPORATE

IIIIIIIII IIIH
COMMUNICATIONS

e-rnail : info@ccdeliver.com www.ccdeliver.com 5101140
SHIPPER CONSIGNEE I
FROM: PAUL MICHAELS SHIPPER REF: STEWART MCKELVEY TO: DARRELL STEPHENSON

LOW NEWBIGGIN HOUSE STEWART MCKELVEY
AISLABY 1000-44 COTE CHIPMAN HILL
WHITBY SAINT JOHN
Y0211TQ NEW BRUNSWICK
UNITED KINGDOM SAINT JOHN
E2L 4S6
CANADA
P.O. BOX ADDRESSES WILL REQUIRE RECIPIENT'S PHONE NUMBER
PHONE NUMBER: +44 (0) 774 779 3333
PHONE NUMBER: +1 5066322790

~ ~
DOCUMENTS ld~ .... ~

C:L~ THIS IS A NON·NEGOTIABLE AWB ISSUED SUBJECT TO THE COMPANY'S STANDARD TRADING CONDITIONS,
__
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A COPY OF WHICH IS AVAILABLE ON REQUEST .

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CORPORATE
COMMUNICATIONS

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e-rnail : info@ccdeliver.com www.ccdeliver.com
HOUSE
5101140
SHIPPER CONSIGNEE .
FROM: PAUL MICHAELS SHIPPER REF: STEWART MCKELVEY TO: DARRELL STEPHENSON

LOW NEWBIGGIN HOUSE STEWART MCKELVEY
AISLABY 1000-44 COTE CHIPMAN HILL
WHITBY SAINT JOHN
Y0211TQ NEW BRUNSWICK
UNITED KINGDOM SAINT JOHN
E2L 4S6
CANADA
P.C. BOX ADDRESSES WILL REQUIRE REC1PIENrs PHONE NUMBER
PHONE NUMBER: +44 (0) 774 779 3333
PHONE NUMBER: +1 506632 2790

RECEIVED BY: :
SIGN: PRINT NAME: DATE: TIME:

THIS IS A NON-NEGOTIABLE AWB ISSUED SUBJECT TO THE COMPANY'S STANDARD TRADING CONDITIONS, A COPY OF WHICH IS AVAILABLE ON REQUEST.
.R.:;
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CORPORATE
COMMUNICATIONS
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IIII UI " 1111 III
e-mail: info@ccdeliver,com www.ccdel'ver.com 5101141
SHIPPER CONSIGNEE
FROM: PAUL MICHAELS SHIPPER REF: STEWART MCKELVEY TO: CATHERINE LAHEY

LOW NEWBIGGIN HOUSE STEWART MCKELVEY
AISLABY 1000-44 COTE CHIPMAN HILL
WHITBY SAINT JOHN
Y0211TQ NEW BRUNSWICK
UNITED KINGDOM SAINT JOHN
E2L 486
CANADA
=.o. BOX ADDRESSES WILL REQUIRE RECIPIENT'S PHONE NUMBER
PHONE NUMBER: +44 (0) 774 779 3333
PHONE NUMBER: +1 506 632 8307

~
L-D_O_C_U_M_E_N_T_S ---l~~~

RECEIVED BY:
SIGN: PRINT NAME: DATE: TIME:

THIS IS A NON-NEGOTIABLE AWB ISSUED SUBJECT TO THE COMPANY'S STANDARD TRADING CONDITIONS, A COPY OF WHICH IS AVAILABLE ON REQUEST.

~Ift;',~ CORPORATE
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e-mail: info@ccdeliver.com www.ccdeliver.com
HOUSE
5101141
SHIPPER CONSIGNEE
FROM: PAUL MICHAELS SHIPPER REF: STEWART MCKELVEY TO: CATHERINE LAHEY

LOW NEWBIGGIN HOUSE STEWART MCKELVEY
AISLABY 1000-44 COTE CHIPMAN HILL
WHITBY SAINT JOHN
Y0211TQ NEW BRUNSWICK
UNITED KINGDOM SAINT JOHN
E2L 4S6
CANADA
P.C. BOX ADDRESSES WILL REQUIRE RECIPIENT'S PHONE NUMBER
PHONE NUMBER: +44 (0) 774 7793333

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PHONE NUMBER: +1 506632 8307

L-D_O_C_U_M_E_N_T_S
RECEIVED BY:
SIGN: PRINT NAME: DATE: TIME:

THIS IS A NON-NEGOTIABLE AWB ISSUED SUBJECT TO THE COMPANY'S STANDARD TRADING CONDITIONS, A COPY OF WHICH IS AVAILABLE ON REQUEST.
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “U2”
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “V2”
LETTER OF INTENT

THIS LETTER OF INTENT (the "Letter") made as of this 1st day of June, 2012
(the "Execution Date"),

BETWEEN:

Exploration Capital Limited of 37 Floral Street, London WC2E 9DJ

(the "Purchaser")

-AND-

Paul Michaels of Low Newbiggin House Aislaby Near Whitby North Yorkshire
Y021ITQ, and Charlotte Michaels of Low Newbiggin House Aislaby Near Whitby
North Yorkshire Y0211TQ

(individually the "Seller" and collectively the "Sellers").

BACKGROUND:

A. The Sellers are the owners of certain shares of stock that are available for sale.

B. The Purchaser wishes to purchase the shares of stock from the Sellers.

This Letter will establish the basic terms to be used in a future stock purchase
agreement between the Sellers and the Purchaser. The terms contained in this Letter
are not comprehensive and it is expected that additional terms may be added, and
existing terms may be changed or deleted. The basic terms are as follows:

I. Non-Bindinl:
2. This Letter does not create a binding agreement between the Purchaser and the
Sellers and will not be enforceable. Only the future stock purchase agreement,
duly executed by the Sellers and the Purchaser, will be enforceable. The terms
and conditions of any future stock purchase agreement will supersede any
terms and conditions contained in this Letter. The Sellers and the Purchaser
are not prevented from entering into negotiations with other third parties with
regard to the subject matter of this Letter.

3. Transaction Description
4. The description of the shares of stock (the "Shares") to be purchased is as follows:
12 Class A shares, representing 50% of the business.

5. The name of the corporation that issued the Shares is: Blissfield Sporting Camps
Limited.

6. Purchase Price
7. The total purchase price for the Shares is $15,000,000.00 CND.
8. The Purchaser will pay to the Seller the deposit amount of $150,000.00 CND (the
"Deposit") to obtain exclusivity from the 1st day of June, 2012 until 30 June
2012. The deposit is non-refundable and the exclusivity will commence from
receipt of the deposit monies.

9. The Purchaser will pay to the Seller the amount of $15,000,000.00 CND on or
before 31 July, 2012 (the "Closing Date") as final payment in full for the
Shares.

10. Sellers representative in Canada is Michael Conners of Mclness Cooper, Suite
600,570 Queen Street, Fredericton, New Brunswick, E3B 6Z6. Tel
506.458.8572.

11. Representations
12. The Sellers represent and warrant that the Shares are free and clear of any
liens, charges, encumbrances or rights of others which will not be satisfied out
of the sales proceeds. If the representations of the Sellers are untrue upon the
Closing Date, the Purchaser may terminate any future agreement without
penalty and any deposits must be refunded.

This Letter accurately reflects the understanding between the Sellers and the
Purchaser, signed on this 1st day of June, 2012.

Per: ---,-~--,,L..f:1j..flI-/--_----- (Seal)Exploration Capital Limited (Purchaser)

------;-~"fH--F-AI'-_---_paul Michaels (Seller)

____________ Charlotte Michaels (Seller)
CONSUL TING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement")
dated this 31st day of May, 2012BETWEEN

Paul Michaels of Low Newbiggin House, Aislaby, England(the
"Customer" )

-AND-

Nick Grenside of Flat 9, 6 Montague Close, London, England,
andThomas Kelly of 151, St. John's Road, Tunbridge Wells,
England(individually and collectively the "Consultant").

BACKGROUND:

A. The Customer is of the opinion that the Consultant has the
necessary qualifications, experience and abilities to
provide services to the Customer.

B. The Consultant is agreeable to providing such services to
the Customer on the terms and conditions set out in this
Agreement.

IN CONSIDERATION OF the matters described above and of
the mutual benefits and obligations set forth in this Agreement,
the receipt and sufficiency of which consideration is hereby
acknowledged, the Customer and the Consultant (individually
the "Party" and collectively the "Parties" to this Agreement)
agree as follows:

1. Services Provided
2. The Customer hereby agrees to engage the Consultant to
provide the Customer with services (the "Services")
consisting of:

o Asset Disposal Advice. These services will involve
introduction, referral and the marketing and sale of
fishing rights, related land, chattels owned by Paul
Michaels on the Miramichi River and operated out of
offices at 40 Greene Bye Road, Blissfield, Nr
Doaktown, New Brunswick E9C IL4 Canada.

o In this context, Mr Grenside is responsible for the
introduction of the Customer to Mr Kelly who will
then market the Asset for sale.

3. The Services will also include any other tasks which the
Parties may agree on. The Consultant hereby agrees to
provide such Services to the Customer.

4. Term of Agreement
5. The term of this Agreement (the "Term") will begin on the
date of this Agreement and will remain in full force and
effect until the completion of the Services, subject to
earlier termination as provided in this Agreement. The
Term of this Agreement may be extended by mutual
written agreement of the Parties.

6. Except as otherwise provided in this Agreement, the
obligations of the Consultant will terminate upon the
earlier of the Consultant ceasing to be engaged by the
Customer or the termination of this Agreement by the
Customer or the Consultant.

7. Performance
8. The Parties agree to do everything necessary to ensure that
the terms of this Agreement take effect.

9. Currency
10. Except as otherwise provided in this Agreement, all
monetary amounts referred to in this Agreement are in
GBP (UK Pounds).

11. Compensation
12. For the services rendered by the Consultant as required by
this Agreement, the Customer will provide compensation
(the "Compensation") to the Consultant of £0.00 per hour.

13. The Compensation will be payable upon completion of the
Services.

14. Additional Compensation
15. In addition to the Compensation, the Consultant will be
entitled to the following additional compensation for
performing the Services:

o
The only compensation for the Consultants will be 6% of
the total sale proceeds to be shared between them 3%
each. The consideration currency is not yet defined
and all fx and hedging for the consultants is their
concern.

16. Reimbursement of Expenses
17. The Consultant will be reimbursed from time to time for
all reasonable and necessary expenses incurred by the
Consultant in connection with providing the Services
hereunder.

18. The Consultant will furnish statements and vouchers to the
Customer for all such expenses.

19. Confidentiality
20. Confidential information (the "Confidential Information")
refers to any data or information relating to the Customer,
whether business or personal, which would reasonably be
considered to be private or proprietary to the Customer and
that is not generally known and where the release of that
Confidential Information could reasonably be expected to
cause harm to the Customer.

21. The Consultant agrees that they will not disclose, divulge,
reveal, report or use, for any purpose, any Confidential
Information which the Consultant has obtained, except as
authorized by the Customer. This obligation will end on
the termination of this Agreement.

22. All written and oral information and materials disclosed or
provided by the Customer to the Consultant under this
Agreement is Confidential Information regardless of
whether it was provided before or after the date of this
Agreement or how it was provided to the Consultant.

23. Capacity/Independent Contractor
24. In providing the Services under this Agreement it is
expressly agreed that the Consultant is acting as an
independent contractor and not as an employee. The
Consultant and the Customer acknowledge that this
Agreement does not create a partnership or joint venture
between them, and is exclusively a contract for service.

25. Notice
26. All notices, requests, demands or other communications
required or permitted by the terms of this Agreement will
be given in writing and delivered to the Parties of this
Agreement as follows:

o Paul MichaelsLow Newbiggin HouseAislaby, England,
Y0211TQFax: ( ) _
______ Email: pmichaels@ccdeliver.com

o Nick GrensideFlat 9,6 Montague CloseLondon,
England, SEl 9DFFax: ( ) _
_______ Email: nick@grenside.com

o Thomas Kelly151, St. John's Road Tunbridge Wells,
England, TN4 9UPFax: ( ) _
______ Email: thomas@gulfconnect.co.uk

27. or to such other address as any Party may from time to
time notify the other.

28. Dispute Resolution
29. In the event a dispute arises out of or in connection with
this Agreement, the Parties will attempt to resolve the
dispute through friendly consultation.

30. If the dispute is not resolved within a reasonable period
then any or all outstanding issues may be submitted to
final and binding arbitration in accordance with the laws of
Country of England. The arbitrator's award will be final,
and judgment may be entered upon it by any court having
jurisdiction within Country of England.

31. Modification of Agreement
32. Any amendment or modification of this Agreement or
additional obligation assumed by either Party in
connection with this Agreement will only be binding if
evidenced in writing signed by each Party or an authorized
representative of each Party.
z
.-,~ ,.. .... ...
33. Time of the Essence,
34. Time is of the essence in this Agreement. No extension or
variation of this Agreement will operate as a waiver of this
prOVISIon.

35. Assignment
36. The Consultant will not voluntarily or by operation of law
assign or otherwise transfer its obligations under this
Agreement without the prior written consent of the
Customer.

37. Entire Agreement
38. It is agreed that there is no representation, warranty,
collateral agreement or condition affecting this Agreement
except as expressly provided in this Agreement.

39. TitleslHeadings
40. Headings are inserted for the convenience of the Parties
only and are not to be considered when interpreting this
Agreement.
41. Gender
42. Words in the singular mean and include the plural and vice
versa. Words in the masculine mean and include the
feminine and vice versa.

43. Governing Law
44. It is the intention of the Parties to this Agreement that this
Agreement and the performance under this Agreement,
and all suits and special proceedings under this
Agreement, be construed in accordance with and
governed, to the exclusion of the law of any other forum,
by the laws of the Country of England, without regard to
the jurisdiction in which any action or special proceeding
may be instituted.

45. Severability
46. In the event that any of the provisions of this Agreement
are held to be invalid or unenforceable in whole or in part,
all other provisions will nevertheless continue to be valid
and enforceable with the invalid or unenforceable parts
severed from the remainder of this Agreement.

47. Waiver
48. The waiver by either Party of a breach, default, delay or
omission of any of the provisions of this Agreement by the
other Party will not be construed as a waiver of any
subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their
signatures under hand and seal on this 31st day of May, 2012.
T J B KEU'(
U?lL{'o
4#2-0'3:--

> P- ~ct--t~L& '11/r;; {1L
©2002-2012 Lawlzepot.co.uk"
Gmail - Re: Blissfield sporting Camps 050101 13:59

Paul Michaels <paulcharlottem@gmail.com>

Re: Blissfield sporting Camps
1 message

Jeff & Wendy Erb <jwerb1@shaw.ca> 30 March 2012 01:23
To: Paul Michaels <paulcharlottem@googlemail.com>

Paul,

We have given the investment some serious thought and have decided to decline . However I would love to have
the opportunity to visit your cabins in the near future. Also it was nice to see some of my great grandfathers
collection in your possesion. Again thanks and please keep in touch.

Jeff and Wendy

----- Original Message -----
From: Paul Michaels
To: jeff erb
Sent: Thursday, March 29, 2012 6:57 AM
Subject: Re: Blissfield sporting Camps

Wendy

Please forgive me, I totally forgot about the time difference !

I will call you later.

Kind regards
Paul

On 31 August 2011 02:28, jeff erb <jwerb1@shaw.ca> wrote:
Hi,

We are very interested in receiving more information on the proposed Blissfield Spoting Camps on the
Miramichi,NB.

Please contact us or send information to jwerb1@shaw.ca

If you require a street address we can provide this as well. Thank you for your time.

Jeff Erb

--
Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=jeff%20erb&qs=true&search=query&th=13660fc97830febe Page 1 of 2
Gmail - Re: Blissfield sporting Camps 050101 13:59

Blissfield
New Brunswick
Canada
E9C 1L4
Canada Office +1 506 365 7277
UK office +44 (0) 1947 811 811
UK mobile +44 (0) 774 779 3333
Website www.miramichi-salmon-fishing-canada.ca

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=jeff%20erb&qs=true&search=query&th=13660fc97830febe Page 2 of 2
Gmail - Re: Blissfield Sporting Camps Limited 050101 13:03

Paul Michaels <paulcharlottem@gmail.com>

Re: Blissfield Sporting Camps Limited
1 message

Daviau, Daniel <DDaviau@canaccordgenuity.com> 15 July 2013 16:13
To: "paulcharlottem@gmail.com" <paulcharlottem@gmail.com>

No. I'm sorry. I have not done any independent work and I am not prepared. To associate myself with your
project at this time. Yours very truly,

Daniel Daviau

Daniel Daviau
President
Canaccord Genuity Inc.
NY Cell: 212 826-7144

ddaviau@canaccordgenuity.com

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: Monday, July 15, 2013 11:04 AM
To: Daviau, Daniel
Subject: Re: Blissfield Sporting Camps Limited

Could you....

1. work on the higher ceiling value as outlined in our business model, or
2. recommend someone that provides finance at this level, or
3. refer us to someone that has a private pool of capital waiting to be deployed immediately for a healthy ROI?

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

On 15 July 2013 14:26, Daviau, Daniel <DDaviau@canaccordgenuity.com> wrote:

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=d…40canaccordgenuity.com&qs=true&search=query&th=13fe2e778d942b29 Page 1 of 3
Gmail - Re: Blissfield Sporting Camps Limited 050101 13:03

This is smaller than we would get involved in sorry

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: July-15-13 9:24 AM
To: Daviau, Daniel
Subject: Re: Blissfield Sporting Camps Limited

OK thanks - Can you assist with an urgent Bridging loan/finance of circa CAD$1m, to buy out RBC?

Regards

Paul Michaels

President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333

Website www.GuideNB.com

On 14 July 2013 14:07, Daviau, Daniel <DDaviau@canaccordgenuity.com> wrote:

I'm not interested in he project as it is outside my area of expertise. Yours very truly,

Daniel Daviau

Daniel Daviau
President
Canaccord Genuity Inc.
NY Cell: 212 826-7144

ddaviau@canaccordgenuity.com

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=d…40canaccordgenuity.com&qs=true&search=query&th=13fe2e778d942b29 Page 2 of 3
Gmail - Re: Blissfield Sporting Camps Limited 050101 13:03

From: Paul Michaels [mailto:paulcharlottem@gmail.com]
Sent: Sunday, July 14, 2013 06:18 AM
To: Daviau, Daniel
Subject: Blissfield Sporting Camps Limited

Dan

The use or distribution of this document requires the confi agreement on pp2,3 to be signed

Thank you

Paul Michaels

President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277 (currently disconnected)
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333

Website www.GuideNB.com

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=d…40canaccordgenuity.com&qs=true&search=query&th=13fe2e778d942b29 Page 3 of 3
ERIC NORMAND
CATERING CONSULTANCY

Consult for Mr. Paul Michaels
The Old River Lodge
40 Greene Bye Rd
Blissfield, NB

Indentifying key points for change within a functioning professional kitchen
• Limited cold storage areas

• Correct and organised dry goods sections

• Kitchen procedures ,heath and safety notices and training to be conducted

• Kitchen equipment training and maintenance by assigned staff

• Correct stock rotation with facilitating corresponding signage and paperwork

• Food preparation working surfaces

• Food suppliers to be identified and cultivated

• Food collection to be organised efficiently

Key point solutions

• It would be to the benefit of The old river lodge to install a walk in fridge located in the now
present second room currently used for dry food storage . This should include mobile shelving
units for easy visibility of produce and movement within the fridge. Thought should also be given
to correct cleaning practices and a type of drainage included.

• Dry goods and correct organisation of the dry products should be within easy access to the main
kitchen .Extra shelving units may be installed within the main kitchen and possibly the room to the
side may be adjusted for more storage

• Kitchen procedures to be made ready available to all kitchen and catering staff . Dangerous
machines .mixers and blenders etc should have posted safety signs next to the placement of these
machines. On site training and instructions to be given

• Implementation of dry food rotation sheets to cut down food wasted

• Cupboards and shelves to be labelled

• An extra kitchen working surface should be added .A suggestion of a hot plate table placed in
front of the main working stove would be an asset.

• The second stove would be useful as a pastry stove and used during the busy periods .
ERIC NORMAND
CATERING CONSULTANCY

• Sourcing solid suppliers of fresh produce for The old River lodge is a must. Building up loyalty
and therefore good pricing . A produce list of produce to be designed by the lodge for each supplier
to maintain correct ordering and avoid over ordering of supplies.

• Chef to liaise with staff for correct amount of runs for shopping depending on menu and client
numbers
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The Old River Lodge, New Brunswick

The winter was kind to us in New Brunswick. Snow fall was plentiful and stayed with us well
into April.

Water levels - The Miramichi water table is high and the water is cool. This puts the river in a
much stronger position for a better fishing season than 2013 when the ice ran out early and
we experienced temperatures of 30 degrees C in March.

Opening of the fishing season - Black Salmon Fishing was reputed to be patchy and
commensurate of water levels, although people were chatting about high numbers of salmon
being caught and good numbers of double figure salmon compared to previous years. A fish
of 54 inches was reputed to have been landed in Doaktown. This fish would have been well
in excess of 50 lbs when it first entered the Miramichi system.

Story at Sea - the Atlantic Salmon Trust and their advisors have been monitoring the healthy
numbers of multi sea-winter salmon off the West cost of Greenland. Hopefully many of these
fish will be bound for River in New Brunswick such as the Mighty Miramichi

Lodge Pricing - Given the difficult fishing summer 2012 fishing season which resulted in the
closure of the Miramichi and many of its tributaries, we are reviewing our intended pricing.
We are offering a fully catered all inclusive deal which includes Private fishing, Luxury double
en-suite river view lodging, food and after dinner wine and beer, Luxury airport transfers
and pool transfers, local Taxes and fishing licences for CAD$5600 per person. This price is
per person for 7 nights and 6 days guided fishing. For an extra CAD$150 per person per
night (min two persons) we can offer pre-arranged a headwater fishing experince. This
fishing is tougher and more suited to the more agile and adventurous sports. Fishing for
salmon and seatrout in deep pool, lined with boulders the size of trucks, offers rewarding
but challenging fishing. Mosquito nets required in June and July!!!

Corporate or Hosted packages for up to 8 sports is available at a cost of CAD$58,320.00 per
week. Part weeks start at CAD$25,080.00 for 2 days fishing and 3 nights. Additional days
are charged at CADS$7,600.00. All sports are given King or Queen en-suite River View
rooms. In addition to exclusivity of the lodge and its fishing waters, Corporate packages or
Hosted packages at our lodge, facilitate any additional daily Airport transfers, appropriate
casting tuition, fishing tackle and boat hire. We also provide the use of a board room facility
when required. All corporate guests will be provided with a welcome and souvenir pack. Any
taxes applicable to corporate bookings may be rechargeable. (Please seek professional
financial advice on this matter.) We have allowed for any agency bookings that are not
booked directly with the Lodge. All prices are negotiable subject to the time of year and
availability.

Spey Casting Master Class - Hosted by Walt Geryk of the US and Paul Vernon of the UK, both
professionals of the highest calibre they are fully proficient in Spey Casting tuition on New
Brunswick Rivers. Paul has offered tuition and hosted weeks at The Old River Lodge for many
years. Weeks hosted by either Walt or Paul can be booked directly with the Lodge, price on
application.

Menu - The management of the Lodge have employed the services of one of the most
creative private chefs from Paris. Please find attached Eric Normand's Lodge menu which are
reviewing with our 2012 clients. We are asking for their 'feedback' so that we may sample
amend and implement any changes prior to the opening of the Lodge in June. Please feel
free to comment on the attached menu and provide any suggestions. Perhaps the chicken
lamb and curry are more appropriate for the fall? Please note that all house wines (Red &
White) and house beers are included in our pricing. A champagne reception is provided for
the arrival of all our guests. Sensible consumption is recommended by the lodge
management but not enforced !

Short Breaks - New to 2013 we are now offering 3-4 short breaks (subject to availability)
Prices start from CAD$800 per person per night (fully inclusive) or 2 for 1 if sharing a
room/bed.

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The Old River Lodge, New Brunswick... - Fishing Guides Home Page | Facebook 050101 22:22

Air Fare - We have access to some discounted fares with both Air Canada and Air Transat if
booked in advance prior to 30 May 3013. These fares can provide savings of up to 50% on
last minute published fares.

Commitment - With our commitment to 2 sports and 1 guide per pool coupled with the
access to some cold water pools in tough fishing conditions, we aim to offer you and your
clients, an unparalleled Miramichi fishing experience. All packages and prices are subject to
terms and conditions and availability

We look forward to welcoming you to The Old River Lodge during 2013.

Kindest regards

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

Miramich River Salmon Fishing, New Brunswick, Canada |
Blissfields Sporting Camps Ltd
www.miramichi-salmon-fishing-canada.ca
Atlantic salmon fly fishing on the Miramich River. Extensive 'private
water' Atlantic salmon fishing, in New Brunswick, Canada, luxury
lodge operated by Blissfields Sporting Camps Ltd.
Like · Comment

Tim Riggs, Forrest Angler Beckman and XFactor Tackle - American Made Fishing Tackle like this.

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Gmail - RE: URGENT BY RETURN IF POSSIBLE PLEASE! 050101 21:01

Paul Michaels <paulcharlottem@gmail.com>

RE: URGENT BY RETURN IF POSSIBLE PLEASE!
2 messages

Stewart Armstrong <sarmstrong@frontierstravel.com> 6 November 2013 16:01
To: Paul Michaels <paulcharlottem@gmail.com>, "Mike Fitzgerald Jr." <mefitzgerald@frontierstravel.com>

Dear sir or madam:

After meetings and exploratory trips in 2011, Frontiers Travel was eager to work as a booking agent with
Blissfields Sporting Camps and the Old River Lodge. There were a number of bookings at Blissfields made by
Frontiers for the 2012 season, many of which had to be cancelled due to poor weather and fishing conditions.
However, owner Paul Michaels was kind enough to transfer these booking over to the 2013 season at no
additional charge.

This said, we at Frontiers became aware of the receivership status of Blissfields Sporting Camps during the 2013
season, and thus became aware that the destination would be unable to provide services to our clients. Again Mr.
Michaels was kind enough to arrange accommodation for some of our booked clients at an alternate venue at his
expense.

We are aware that Blissfields Sporting Camps and the Old River Lodge are not currently operational, and have
removed these destinations from all Frontiers advertising materials. We will refrain from promoting Blissfields in
any fashion until further notice.

Sincerely,

Stew Armstrong

Senior Program Manager

Freshwater Department

Frontiers International Travel

600 Warrendale Road

Gibsonia, PA 15044
Telephone: 724-935-1577

Toll-free U.S.: 800-245-1950

Fax: 724-935-5388

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=frontiers&qs=true&search=query&th=1422e25990ccc7c5 Page 1 of 4
Gmail - RE: URGENT BY RETURN IF POSSIBLE PLEASE! 050101 21:01

UK Mobile +44 (0) 774 779 3333

Website www.GuideNB.com

Paul Michaels <paulcharlottem@gmail.com> 7 November 2013 14:41
Draft To: Charlie Bird <charlie@wbmlawyers.nb.ca>, Ken Allen <kallen@wbmlawyers.nb.ca>
Cc: Low Newbiggin House <holidays@lownewbiggin.co.uk>

Please confirm receipt

Paul Michaels
President
Blissfield Sporting Camps Limited
The Old River Lodge
40 Greene Bye Road
Blissfield
New Brunswick
Canada
E9C 1L4

Canada Reservations +1 506 365 7277
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333
Website www.GuideNB.com

---------- Forwarded message ----------
From: Stewart Armstrong <sarmstrong@frontierstravel.com>
Date: 6 November 2013 16:01
Subject: RE: URGENT BY RETURN IF POSSIBLE PLEASE!
To: Paul Michaels <paulcharlottem@gmail.com>, "Mike Fitzgerald Jr." <mefitzgerald@frontierstravel.com>

Dear sir or madam:

After meetings and exploratory trips in 2011, Frontiers Travel was eager to work as a booking agent with
Blissfields Sporting Camps and the Old River Lodge. There were a number of bookings at Blissfields made by
Frontiers for the 2012 season, many of which had to be cancelled due to poor weather and fishing conditions.
However, owner Paul Michaels was kind enough to transfer these booking over to the 2013 season at no
additional charge.

This said, we at Frontiers became aware of the receivership status of Blissfields Sporting Camps during the 2013
season, and thus became aware that the destination would be unable to provide services to our clients. Again Mr.
Michaels was kind enough to arrange accommodation for some of our booked clients at an alternate venue at his
expense.

We are aware that Blissfields Sporting Camps and the Old River Lodge are not currently operational, and have
removed these destinations from all Frontiers advertising materials. We will refrain from promoting Blissfields in
any fashion until further notice.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=frontiers&qs=true&search=query&th=1422e25990ccc7c5 Page 3 of 4
Gmail - RE: URGENT BY RETURN IF POSSIBLE PLEASE! 050101 21:01

Sincerely,

Stew Armstrong
Senior Program Manager
Freshwater Department

Frontiers International Travel
600 Warrendale Road

Gibsonia, PA 15044
Telephone: 724-935-1577
Toll-free U.S.: 800-245-1950
Fax: 724-935-5388
www.frontierstravel.com

www.7daysoutdoors.com
sarmstrong@frontierstravel.com

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q=frontiers&qs=true&search=query&th=1422e25990ccc7c5 Page 4 of 4
THE ANGLING REPORT
are exaggerated. He does have one com- under beds and couches. Mr. Robinson’s Mr. Robinson $7,234 per person. Each
plaint that is accurate, which is about complaint suggests that his party did not suite, which held three people, saved
the housekeeping. Every guest should get their money’s worth from the lodge. Mr. Robinson $21,702. In total, Mr.
experience clean rooms and he did He even compared us to other lodges Robinson’s group, which had 18 mem-
not. As we mentioned above, it would he has visited, such as Alaska’s Crystal bers, saved $130,212. In conclusion, we
have been helpful if he mentioned the Creek Lodge, which is one of the top feel that Mr. Robinson had unreason-
cleanliness to a staff member in order to lodges in Alaska. They are the high- able expectations when he arrived. If he
give us a chance to correct the situation. est class lodge you can go to, and their didn’t get enough personal attention or
Also, please remember that Mr. Robin- service is top notch. They also charge every soda that he wanted, perhaps he
son rearranged the rooms, even stand- $9,300 per person for seven days of should go back to a higher end lodge
ing one couch on end. It was under it fishing. Mr. Robinson’s group paid only and pay $130,000 dollars more for his
that he found dust and dirt. Even so, we $2,066 per person. Our rates, compared group of 18.—David Wilson, owner,
should have kept everything clean, even to those of Crystal Creek Lodge, saved Alaska Clearwater Lodge.

Back of the Book
All items in this section are paid advertisements. They are published as a reader service. For more details on our ad rates and policies,
contact Edi Bell, The Angling Report, 12182 SW 128 Street, Miami, FL 33186-5230. Tel. 305-253-5301. Fax 305-253-5532.

May 2012 -14- Volume 25, Number 5
THE ANGLING REPORT
A
is excellent during this period). Some Don Causey Note: A place on our tlantic salmon fishing has been
Kodiak systems contain lakes at their subscriber Honor Roll awaits the first strong across eastern Canada
headwaters, and the Pasagshak River person who files a detailed report on a the last two years, with some
and lake system is especially unique, self-arranged or guided roadside fish- regions showing even better results in
with nearly all of the river section lo- ing outing on Kodiak Island. Send it 2011 than in 2010. The catch numbers
cated in the intertidal zone. to doncausey@anglingreport.com. To in some areas last year were the best in
Some anglers may want to mix help you plan such an outing, Iverson 20 years. I was fortunate to participate
roadside freshwater fishing with a day included the following useful contact in the bonanza on several rivers and
or two of angling in the ocean on a details: have noted these experiences in the
charter boat, which is also easy to ar- Ferry System: For information on following summaries.
range on Kodiak. As one would suspect reaching Kodiak by ferry, go to the Nova Scotia: Most Nova Scotia rivers
from its location, the rich waters sur- Alaska Marine Highway Web site at are closed to Atlantic salmon angling.
rounding this fishing port teem with www.dot.state.ak.us/amhs. Although a few of these saw slight
salmon, halibut, and other bottom fish. Air Service: Two airlines serve Kodiak increases in returns in 2011, the situ-
A day angling offshore also virtually from Anchorage—ERA (www.flyera ation remains generally bleak. The
guarantees up-close viewing of unique .com) and Alaska Airlines (www.alaska exceptions are those rivers that enter
birds and marine mammals such as puf- air.com). Island Air Express (www the Gulf of Saint Lawrence, such as
fins, eiders, sea lions, seals, sea otters, .islandairx.com) serves Kodiak from the the largest and best known of these,
orcas, and humpbacked whales. town of Homer. the Margaree. Inconsistent water lev-
There are several flights a day to Lodging: Best Western Kodiak Inn els (mostly high) interrupted angling
Kodiak from either Anchorage or the (www.kodiakinn.com); Comfort Inn several times, but when conditions
small town of Homer. Additionally, the were prime, the fishing was excel-
Alaska Marine Highway System runs lent. One of Atlantic Canada’s most
regular ferries between Kodiak and storied lodges, the Normaway Inn
Homer several times a week. For those (www.thenormawayinn.com), is now
with enough time, the ferry can be a de- an Orvis-endorsed fly fishing lodge.
lightful and relaxing way to travel. Alas- Additional information can be found
ka ferries are equipped with staterooms, on the Orvis site (www.orvis.com)
cafeterias, and comfortable salons. by navigating to the “sporting adven-
Mack’s Sport Shop (907-486- tures” tab and selecting “fly fishing”
4276) is the largest and best-stocked and then “Canada.”
outdoor sporting goods store in Kodiak, New Brunswick: The two major New
and they have a good selection of fly, Brunswick drainages, Miramichi and
spin, and saltwater angling gear. The Restigouche, posted excellent results
shop is staffed by knowledgeable locals (www.comfortinn.com/hotel-kodiak last season. I was a member of the
who can supply you with fishing licens- -alaska-AK025); Cliff House Bed & last party of the season at Larry’s
es, fishing reports, tide books, and other Breakfast (907-486-5079). Gulch Lodge on the Restigouche Riv-
on-site information. They can also help Run Timing: See Alaska Department er. In very high and colored water, we
arrange guide services. of Fish and Game Web site (www.adfg posted the final 17 of the 801 salmon
The Alaska Department of Fish .alaska.gov/index.cfm?adfg=fishingSpo released in 2011. This exceeded, by
and Game is also a good source of rtFishingInforuntiming.main). 180, the best total in the previous 40
information about fishing Kodiak Is- years. Other lodges on the river had
land (907-486-1880; www.adfg.alaska similarly outstanding success. Anec-
SPECIAL REPORT
.gov). Their Web site includes current dotal reports of excellent angling on
fishing reports, maps, and data on run the Miramichi were largely substanti-
timing of the various fresh and salt-
New Analysis ated by counting-fence data. Some
water fish species. Fishing regulations Catching Up on Atlantic data showed a slight decrease from
are also available online and in printed 2010, others the reverse. Some years
form by request. The Kodiak Island
Salmon in Eastern Canada ago I fished at the Old River Lodge,
Convention and Visitors Bureau (800- then owned by Alex and Vicki Mills.
789-4782; www.Kodiak.org) is the Editor Note: Correspondent Paul Mar- Now known as Blissfield Sport-
best place to start gathering informa- riner checked in this month with this ing Camps (www.miramichi-salmon
tion on lodging, food, rental cars, fish- quick look at what’s doing with Atlantic -fishing-canada.ca), it’s operated by a
ing guides, and saltwater charter boats. salmon across eastern Canada. Enjoy! New Brunswick firm. Principal Paul
Enjoy!—Kurt Iverson. Michaels tells me they have invested

March 2012 -6- Volume 25, Number 3
THE ANGLING REPORT
about $3.5 million in renovations reports that many of the Gaspe rivers (www.aubergedelarivierematapedia
to the old lodge (three new five-star had 25-year record seasons last year .com), located on Highway 132 near
cabins and a state-of-the-art environ- and that the Matane had the best year Routhierville. A fine year for the Mat-
mental system) and in the leasing or since 1987. Even some of the North apedia, 2011’s catch numbers were up
purchasing of a large number of pools Shore rivers that have been suffer- almost 25 percent from 2010. Look for
spread out over 78 miles of the river. ing for more than a decade came on a full report in the fall.
This should ensure guests excellent strong. One I often recommend, the Newfoundland and Labrador: Save
fishing regardless of water levels. Trinity, saw a more than 30 percent for the south coast and some west
“Our goal,” Michaels says, “is to increase in counting-fence numbers in coast rivers, insular Newfoundland
offer our clients an outstanding Mi- 2011 over the 2010 count. Old hands continued the 2010 trend of excellent
ramichi experience in an environmen- runs. For example, the Exploits River
tally sustainable fashion.” The lodge put a phenomenal 41,000 salmon
was closed for construction last year, through the counter. Even though this
so they’ve put together a very attrac- was 10 percent lower than in 2010, it’s
tive offer to celebrate the reopening. still 40 percent higher than the pre-
It’s a two-for-one offer available 2010 ten-year average. Labrador rivers
through either of the agents booking haven’t seen the big jump experienced
this lodge; namely, Where Wise Men elsewhere, holding rather close to his-
Fish (www.wherewisemenfish.com) toric averages, with one incredible ex-
and Frontiers (www.frontierstravel ception. The Sandhill River welcomed
.com). The former has donated a some 9,500 salmon, more than double
FREE Fishing Trip, and a report will the best previous year. These results
be forthcoming later this year. I also who were fishing the rivers around were first announced in October 2010
plan to fish this lodge and will weigh the town of Gaspe (York, Dartmouth, and have been confirmed. The last
in with a comment. St. Jean) more than a decade ago will report on this river in The Angling Re-
Quebec: Final official catch statistics remember La Mouche á Saumon At- port appeared back in 1994, so an up-
for Quebec’s salmon rivers aren’t lantique, a fly shop operated by An- date is clearly needed. You can reach
available as this is written, but there dré Bélaieff. Some years back André the Sandhill River Lodge at 802-865-
are strong indications that the recent moved to Montreal to concentrate on 8000. Enjoy!—Paul Marriner
good news continued in 2011. Fishing his work in the film industry. Well, At- Postscript: Correspondent Paul Mar-
the Grand Cascapedia and Bonaven- lantic salmon are in his blood and he riner’s latest book is Modern Atlantic
ture rivers in July, I saw stunning recently opened a lodge on the Mata- Salmon Flies. It’s available at www
numbers of salmon taken. There are pedia River called Camp Matapedia .galesendpress.com.

Briefly Noted
Things to Do . . . Places to Go . . . New Developments
„ Now, here’s an exciting develop- directly from Louis Armstrong New atmosphere where, for the first time,
ment! Louisiana redfish guide, Gregg Orleans Airport to Breton Sound Ma- groups of Louisiana redfish anglers
Arnold of Fish in the Land of Gi- rina, where they will be picked up and can socialize in the evening.
ants (www.fishinthelandofgiants.com; taken to the mothership by skiff. Arnold says prices are subject to
504-237-6742), is going to anchor a The use of a mothership in Biloxi change if the location of the mother-
mothership in famed Biloxi Marsh Marsh puts anglers in the middle of ship needs to be changed, and they
southeast of New Orleans and use it prime redfish territory, eliminating vary widely based on the number of
to stage multiday trips in search of long daily drives from New Orleans people in a group. The price for a sin-
redfish. He plans to have the 72-foot and sharply reducing the time spent gle angler will be a whopping $2,500
craft (www.southernwaycharters.com) each day reaching the fishing area per day. Two anglers coming together
anchored in the marsh 12 miles from and then returning to the marina. will be $1,250 each per day with both
Breton Sound Marina by August 20. Also, the quality of the lodging and anglers fishing in one boat. That price
The boat will accommodate up to 14 food aboard the mothership is ex- drops sharply to $800 per day, per an-
people, eight of them anglers, the pected to eclipse anything currently gler for groups of four anglers fishing
rest guides and staff. Anglers will available outside of New Orleans. in two boats and drops even further to
be transported from New Orleans or The mothership provides a lodge-like $750 per day, per angler for six an-

March 2012 -7- Volume 25, Number 3
“SERVING THE ANGLER WHO TRAVELS”
$5

A MONTHLY NEWSLETTER THE ANGLING REPORT October 2012 Vol. 25, No. 10

DATELINE: NEW BRUNSWICK salmon-fishing-canada.ca), which is self-contained en suite bedrooms, a
now owned and operated by Paul Mi- co-joined “great room,” and a large
Free Fishing Report chaels of Blissfield Sporting Camps. covered deck overlooking the river.
Old River Lodge: Over the last 12 months, at a cost of There are also drying and rod rooms
$3.5 million, Paul has done a master- on the side of each chalet. The gen-
An On-Site Report ful job of rebuilding and modernizing eral level of comfort and finishing is
exceptional for a fishing lodge. The
Don Causey Note: Here we go again separate bedrooms in each chalet are
with another FREE Fishing Report. outfitted with king or queen beds and
This one is by subscriber John Har- are equally suitable for either single
rison, who was among the first anglers fishermen or couples, a rare benefit in
to fish Old River Lodge in New Bruns- most fishing lodges. The main lodge
wick since its recent modernization. To has also been completely renovated
get opportunities like this to fish FREE and is used for all meals and for so-
at great places around the world, sim- cializing.
ply upgrade your subscription to On- My free trip there was donated to
line Extra. You can do so on our Web The Angling Report by Justin Max-
site at www.anglingreport.com. well Stuart of Where Wise Men Fish
(www.wherewisemenfish.com), an in-

I
n July of this year I was the lucky the old lodge. The thought and detail ternational fishing agency in England
recipient of a free seven-day trip he put into it (he is a design engineer) that provides fishing opportunities
to fish for Atlantic salmon on the is obvious as soon as you enter the worldwide. Where Wise Men Fish is a
world-famous Miramichi River in New place. There are now three exception- principal agent for the new lodge. The
Brunswick, Canada. I stayed at the ally spacious new cedar chalets, all information pack Justin sent me prior
Old River Lodge (www.miramichi- overlooking the river, each with two to the trip was excellent; it provided
very comprehensive guidance on fish-
SUPPORT OUR CORPORATE SPONSORS ing the Miramichi.
Old River Lodge is located just
north of Doaktown, overlooking the
banks of the Miramichi, a river his-
torically renowned for its large runs of
Atlantic salmon and grilse, which has
shown steadily improving numbers of
IN THIS ISSUE fish over recent years. The run contin-
ues from late May to mid-September
Louisiana Alaska
The Real Skinny on That Where Are the Kings? and was estimated at more than 40,000
New Redfish Mothership More on the Mystery salmon and grilse the last two years.
Pages 4–5 Page 7 Typically, July is the prime month,
with fresh fish entering the river daily
Russia Your Feedback Sought
Another Kamchatka Trip and conditions perfect for surface
Have You Booked a Trip
Gets a Very Good Review with an Independent Guide? flies. (There is also exciting fishing
Pages 5–6 Page 9 for kelts—spawned salmon returning
to the sea—on the Miramichi, by the
Mexico Subscriber-Written Reports
A Backtrack Report way, after the spring ice melt.)
Bolivia, Bahamas, Turks & Caicos,
on Grand Slam Club North Carolina, Maine, and California Whereas I have no hesitation
Pages 6–7 Pages 10–12 about recommending the excellent
THE ANGLING REPORT
staff and amenities at this lodge, it is that it owns 10 pools and has access
simply not possible for me to give a to an additional five. We fished only
worthwhile opinion about its fishing three of these (Mercury Island, Arlie
potential. Prior to my arrival, Do- B, and Edmunds), and, of these, Mer-
aktown had been experiencing tem- cury Island, a half-mile beat with well-
peratures in the 90s for several days, structured pools, seemed by far the
and when we commenced fishing best. Arlie B and Edmunds were fairly
on Saturday evening, the water tem- shallow channels without a lot of obvi- THE ANGLING REPORT
perature was 82 degrees. It felt like a ous structure, but again it is impos- EDITOR
warm bath. Due to these hot and very sible to judge how these might have Don Causey
dry conditions, the river had dropped fished under normal conditions. There
ADVERTISING DIRECTOR
close to four feet during the previ- was talk of our fishing Black Rapids
Edi Bell-Suffoletto
ous three weeks. Although it cooled and the Miramichi headwaters, but
somewhat during our stay, the water these possibilities never materialized. MARKETING DIRECTOR
was still an unfishable 74 degrees the As a consequence, we spent two days John N. Stewart
following Friday. on the public waters of the Renous
INFO. SYSTEMS MANAGER
It’s well known, of course, that Tidal Section, where we had to wait in Nicholas Titus
Atlantic salmon seldom take a fly at line to fish!
such temperatures, and although we Old River Lodge seemed some- LAYOUT & PRODUCTION
had some very experienced anglers what limited in its options during the Camo Communications
in our group, no one had any success heat wave and low-water conditions
ILLUSTRATIONS
during our six days on the river. It has we experienced, and certainly I was
Gordon Allen
to be said that as the hot and dry days not given the opportunity to fish any
continued, we spent less and less time cold water pools. I believe the lodge
The Angling Report
on the river, but not before trying ev- should provide more specific informa-
800-272-5656
ery proven Miramichi fly pattern on tion on which pools it owns, which it
14-foot leaders and down to #16 flies. has access to, as well as a log of fish The Angling Report (ISSN: 1045-3539) is published
High-water temperatures are a taken. It would also be good to see monthly by Oxpecker Enterprises, Inc., 12182 SW
128 Street, Miami, FL 33186-5230. Periodicals
particular frustration on the Mi- a schedule detailing your pool and
Postage Paid at Miami, FL, and at additional mailing
ramichi, as the river holds numerous guide for the day, as this was not at offices. POSTMASTER: Send address changes to
cold water springs and streams. The all clear during my stay. I was disap- The Angling Report, 12182 SW 128 Street, Miami,
FL 33186-5230. The Angling Report is not a booking
salmon quickly congregate in these ar- pointed that rather than travel to the
agent, nor is it affiliated with a booking agent,
eas, and they become lethargic to the various pools in Miramichi canoes, we outfitter, or guide.
detriment of fishing elsewhere in the were transported in two trucks, which
river. Under more normal conditions, meant disassembly of our spey rods How can we help you?
I am fairly confident that we would each morning and afternoon session, New Subscriptions: A one-year subscription
have taken fish in most of the pools as the trucks did not have rod carri- costs $49. Add $11 per year in Canada/Mexico.
$ 2 9 o v e r s e a s . Vi s a / M C / A m e x a c c e p t e d .
we fished. ers. Canoe travel is a delightful way Contact us on the Web (www.anglingreport
The literature for the lodge states to experience the Miramichi River and .com), by phone (305-253-5301), by fax (305-
253-5532), by e-mail (mail@anglingreport
.com), or by mail (The Angling Report, 12182 SW 128
Street, Miami, FL 33186-5230).
Honor Roll Subscribers
Online Extra Upgrade: One year costs $24, in
addition to regular subscription fee. Puts one on list to
„ The Angling Report encourages can find out more about our FREE receive e-mail invitations to go fishing FREE in return
subscribers to file reports on great Fishing Program on our Web site. for filing a report. Also, invitations to review (and
places to fish and important news Click on “FREE Fishing Program.” keep) fly tackle. Unlimited access to our Trip Planning
Database also included. Plus, e-mail and hard copies
developments that help the rest of us If you have been on an interesting of monthly newsletters. Same contact details as above.
decide where to go—or not to go— trip recently, send a letter-length
Trip Planning Materials: Same contact details as
fishing. Subscribers who file unusu- report to see if you can get on our above. By phone, fax, e-mail, or mail. Do your own
ally important and useful reports are subscriber Honor Roll. E-mail it to searches on our Web site, www.anglingreport.com.
Click on “Trip Planning Tools.” Thousands of pages
placed on our Subscriber Honor Roll doncausey@anglingreport.com. You
of subscriber reports and previously published articles.
and sent a complimentary Angling can find the complete list of Honor
Subscription Questions: Same contact details as
Report Honor Roll fishing cap. Hon- Roll subscribers on our Web site, above. On our Web site, www.anglingreport.com,
or Roll subscribers also get special www.anglingreport.com. Click on click on “Subscribe.”
consideration for FREE trips. You “Honor Roll subscribers.”

October 2012 -2- Volume 25, Number 10
THE ANGLING REPORT
would have been preferable in every them at some point during the past 40 have seen several hundred salmon
respect to the trucks. years. For example, Weaver/Witherell holding in a 300-yard section of this
The lodge serves a full breakfast, provided great catches for me when all-water-level pool. Readers of my
with lunch usually the main meal of I fished it some time ago. Back then, book, Atlantic Salmon: A Fly Fishing
the day, and a light supper (soup and it was only a run. Today, it has some Reference, will find an image of this
sandwiches) on return from the river excellent holding water at the tail, area with a representation of some of
late evening. However, the staff and making it an even better pool. Another the lies. Guests at Old River Lodge
guides were extremely flexible. They top producer is Mercury Island. Dur- who want a wilderness experience
were willing to rearrange fishing and ing a visit some 25 years ago, under have access to the camp at McKiel
meal times to suit clients’ preferences. low and warm water conditions, it Brook (and the surrounding private
Darlene, the head cook, is masterful, rewarded me with a grilse when very water), about two hours upriver from
and we were served gourmet meals few fish were being landed in the area. the main lodge. When I stayed there in
every day with the lodge’s own wines, The lodge’s ‘stable’ includes a good 1986 it was only accessible by canoe,
plus a tremendous barbecue the last variety of low and high water pools, and the facilities were run down. Old
night, prepared by Paul Michaels. including a portion of the Home Pool River Lodge is a partner in a group
It is indeed a tremendous credit to formerly owned by Pond’s Resort. I that built a new, road-accessible
the staff that we all enjoyed our stay at
this lodge despite possibly the worst
weather conditions I have ever expe- … Want to Go Fishing FREE?
rienced in several decades of Atlantic All about Our Free Fishing Program
salmon fishing, including numerous „ The Angling Report has always ters are offering us FREE trips in
trips to the Miramichi. It was some valued feedback from its subscribers. return for reviews.
consolation that we saw an abundance And the reasons are clear. For one If you want to get in on this op-
of wildlife, including numerous bears, thing, Angling Report subscribers are portunity, all you have to do is up-
moose, and bald eagles during our some of the world’s most experienced grade your subscription to Online Ex-
time on the river. fishermen. Hence their judgments tra. The cost is only $2 a month for a
Travel to Old River Lodge is about fishing destinations are broad- service that includes unlimited access
relatively easy with Air Canada con- based and sound. And our subscrib- to our custom-searchable, 5,000-page
nections to nearby Fredericton from ers’ insights are refreshingly candid. database of subscriber reports and pre-
several airports (Toronto, Halifax, or That’s because they are written from viously published articles, early-bird
Montreal). Fredericton is the provin- a point of view that no other publica- electronic delivery of your newsletter
cial capital of New Brunswick, by the tion embodies—namely, the paying each month, and access to periodic e-
way. Architecturally delightful, it sits client point of view. You can see that mail bulletins describing FREE FISH-
on the banks of St. John’s River. It is point of view in the report this month ING OPPORTUNITIES. These bulle-
well worth a day’s sightseeing. by John Harrison on his FREE fish- tins invite Online Extra subscribers to
Old River Lodge can accommo- ing trip to Old River Lodge in New tell us why they should be selected to
date a total of eight anglers. Prices Brunswick. go on FREE fishing trips. We always
for the opening was a universal two- So, here’s the deal. We encour- give the nod to the most experienced
for-one offer of $7,515 CAN, includ- age lodge owners, guides, and oth- subscribers with the most relevant ex-
ing all taxes. That covered the cost of ers to offer us FREE visits to their perience. No favoritism of any sort is
full board, all house wines and beers, facilities with the understanding shown. Sound like fun? Well, what are
and transport to and from Fredericton. that we will turn these invitations you waiting for? Sign up for Online
It does not include gratuities or fish- over to Angling Report subscribers Extra right now and get on the list of
ing license ($113 for seven days).— who convince us that they are ca- subscribers invited to go fishing for
John Harrison. pable of writing useful and accurate free. The easiest way to sign up is by
Postscript: So, how is the fishing at reports about their experience. More going to our Web site, www.angling
Old River Lodge when conditions are than 40 subscribers have been in- report.com, and clicking on “Upgrade
better? To get an answer to that ques- vited on FREE fishing trips here in to Online Extra.” Or you can call us at
tion, we turned to our Atlantic salmon the United States and to foreign des- 800-272-5656. Just be sure to sign up
editor Paul Marriner. He writes: “Old tinations such as Argentina, Christ- with an e-mail address that you check
River Lodge has an excellent group mas Island, Brazil, and Mexico. The often and be sure to add onlineExtra-
of pools to offer clients. Some are total value of all that travel is in the reply@anglingreport.com to your ad-
owned or leased by the lodge; others hundreds of thousands of dollars. dress book to ensure our bulletins get
are available through rental arrange- And the good news is, more outfit- through. Enjoy!—Don Causey, editor.
ments. I have fished perhaps half of

October 2012 -3- Volume 25, Number 10
THE ANGLING REPORT
lodge. Their time-share is two days/ not have been possible without these in Louisiana, and he fishes all over
week. Sadly, no inventory of private boats. From the Great Barrier Reef and the world. He and I have had many
pools could overcome the terrible con- unexplored islands in the Coral Sea to conversations long into the night about
ditions experienced during the summer a secluded anchorage in the Marquesas the wonderful adventures available
of 2012. Even in a cold-water brook south of Key West, one thing has be- on motherships. Possibly in part as a
pool such as Morse Brook (owned by come very clear to me. If you are look- result of those talks, Gregg recently
the lodge), the salmon were lethargic. ing for the best opportunity to have a arranged for the exclusive use of a 72-
Pools like this, of course, are the first successful trip, nothing comes close to foot yacht, Southern Way, which he is
to be closed by the government under fishing from a mothership. now using to fish and to explore vast
conditions like those that prevailed in The reasons are many. When you areas south of New Orleans.
July. However, one need only look to fish from a mothership, you are nor- Gregg and I made the one-hour
last season’s outstanding catches to mally anchored very close to prime run in his skiff to a private dock built
understand the Miramichi River’s po- fishing, which eliminates the need to in the middle of the best redfishing
tential and the share of that available make long runs to get to the best areas. and duck hunting area in southern
to guests of Old River Lodge. In some areas, motherships open ar- Louisiana. It was midsummer but we
eas to fishing that would otherwise be saw more than 500 ducks on the way
closed because they are too far away in, and we saw just as many every day
DATELINE: LOUISIANA
to reach and return from in a single I was in the marsh. The crew of the
On-Site Report day. On a mothership you wake up in mothership laughed at my expressions
the morning, grab a quick breakfast, of surprise at the number of ducks
The Real Skinny on and take a short ride to the fish. No that were around months before duck
That New Mothership season begins in that part of the world.
They regaled me with stories about
the great shooting they had the previ-
Don Causey Note: In previous issues, ous fall. The marshes of Louisiana are
I have reported on the mothership that prime waterfowl habitat, of course,
guide Gregg Arnold has anchored in but there was another reason there
redfish-rich Biloxi Marsh southeast of were so many ducks around last sum-
New Orleans. Well, here is an on-site mer. Gregg’s mothership, it seems, is
report from Hal Chittum, who fished moored in the middle of 5,700 acres
from the mothership last summer. Hal of privately leased marsh that is ear-
Chittum, of course, is the maker of marked for the exclusive use of his
the famed Chittum Skiffs, arguably guests. I had no idea that so much
the best flats fishing boats ever made. privately leased acreage existed south
Chittum’s report contains some fasci- hotel, no rental car, no traffic, no res- of New Orleans but it does. It felt a bit
nating new information about Arnold’s taurant, no trip to the grocery store like we were on a private estancia in
mothership operation, namely, that it’s to buy lunch for the day is necessary. Argentina devoted to duck hunting, but
anchored in the middle of 5,700 acres Also, there is no long ride back to the better because of the flats boats tied
of privately leased marsh. And there’s dock or hotel at night and no need to up to the mothership, bristling with fly
more: these acres teem with ducks in make reservations for dinner. When rods rigged to take redfish.
the fall, and Arnold is gearing up to you arrive at your mothership, you Gregg has leased Southern Way
offer cast-and-blast trips this fall that can kick off your shoes and turn off this coming year and subsequent years
combine duck hunting in the morning your brain. For the next days or weeks, for the prime fall and winter redfish
with sight fishing for reds during the the rest of the world ceases to exist. months. Luckily, duck season is open
day. Hal Chittum gives Gregg Arnold’s Fishing, eating, relaxing, and laugh- during much of this same period. The
mothership, as well as motherships in ing are the only things on the menu. owners of Southern Way actually built
general, a rave review. Enjoy! I have frequently spent as many as 30 the yacht to be used exactly as Gregg
consecutive days on a mothership, and plans to use it, that is, as a duck hunt-

I
have become quite spoiled as an the only downside was returning to the ing/redfishing hotel in the marsh. The
angler during the last 10 years by “real world” afterward. crew of the boat was born and raised
making frequent use of mother- Last summer, my friend Capt. in southern Louisiana, and they could
ships. I have booked floating hotels all Gregg Arnold invited me to join him not have been better hosts. They are
over the world at this point and expe- on his first mothership trip in the Bi- all great guys who love what they
rienced a lot of great fishing and ad- loxi Marsh southeast of New Orleans. are doing. We discovered a couple of
ventures, some of which would simply Gregg is the dean of fly fishing guides bottles of 23-year-old Ron Zacapa the

October 2012 -4- Volume 25, Number 10
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “W2”
ARA
ATlANTIC REALTY ADVISORS
I
Frederictfm
World Class Smarts

~~Intelllgent
,!FOil!
.,."
of the Year
Community

N
.'
'

www.oro.co

March 3, 2011

Mr. Paul Michaels File No. 11-0365
P,O. Box 3631
Fredericton, NB

Dear Sir:

Re: Preliminary Inspection ---- Property of 631019 NB Inc.
Southwest Miramichi River
Blissfield, NB

Pursuant to our recent conversations, we have undertaken certain investigations and analyses in order to
prepare a "Preliminary Inspection" of the above captioned property commonly known as "Old River

Lodge", for the purpose of reporting to you an opinion of Prospective Market Value.

The "Preliminary Inspection" is designed as a confidential document, therefore, no portion may be
reproduced in any form or fashion without the written consent of the appraiser and the Inspection is
intended for discussion purposes only.

The term Market Value means, "the probable price which a property should bring in a competitive and
open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably and assuming the price is not affected by undue stimulus", The term Prospective represents

FREDERICTON
APPRAISAL
Associates limited
102 - 3 Main Street
Fredericton. NB. E3A 9N6
. ~
tel: 506-458-(
fax: 506A58-Lv1

'IJwwfa;;nb.ca

New Brunswick Nova Scotia Prince Edward Island'" N~wfoundlarid
ARA ~.
Fredericten
World Class Smarts

1"teIligent Community
wom .~, f'
",
of the Year
AtlANTIC REALTY ADVISORS ~ ~
www.oro.co

a forecast with an effective date following the date of the report and is intended to reflect perceptions of
market participants as to the future.

FREDERICTON
APPRAISAL
Associates limited
102 - 3 Main Street
Fredericton. NB. E3A 9N6
. ~
tet 506-458-£
lax: 506-458-1::>_~

VNNJfaanbca

New Brunswick Nova Scotia Prince Edwmd Island Newfoundland
-5-

The Inspection included an examination of physical characteristics, as well as, an

examination of general market conditions, along with such other investigations and inquiries
as were deemed necessary and appropriate pursuant to this undertaking.

The subject property will consist of various individual parcels of land and angling rights

(pools), along with some ten (10) new and existing recreational camp buildings to provide

services and accommodations for twelve (12) individual guests.

All comments, opinions and conclusions have been discussed and elaborated upon within
the Executive Summary to the extent felt necessary in order to support the parameter of
Market Value as cited herein. Fredericton Appraisals - Atlantic Realty Advisors does

maintain and reserves the right to develop a full and complete appraisal for this property,

should further action be necessary in respect to this Inspection report.

The "Preliminary Inspection" has been prepared in conformity to the Canadian Uniform
Standards of Professional Appraisal Practice, which govern the nature and extent of this
report and is subject to the various Limiting Conditions and Assumptions as set out.

Based upon our examination and conclusion regarding Highest and Best Use, along with our
analyses of data considered applicable, subject to those Limiting Conditions and
Assumptions as set out, it is our considered opinion the Prospective Market Value for the
Fee Simple interest in this property, as of August 31, 2011, may be reasonably concluded to

be:

ARAtiin
AtlANTIC R£ALT'f ADV'IS0IlS
-6 -

FOUR MILLION, FOUR HUNDRED FOURTEEN THOUSAND DOLLARS
($4,414,000)

It has been a pleasure to have undertaken this assignment on your behalf, however, should

you have any questions or inquiries concerning this Inspection, please contact the
undersigned at your convenience.

Respectfully submitted,

ATLANTIC REALTY ADVISORS
FREDERICTON APPRAISAL ASSOCIATES LTD.
Per:

D. Harold Moore, AACI (Fellow), P.App.
NB AREA Register No. 042460

DHMldlm

ARA~
ATLANTIC REAUV ADVISORS
ARA
ATLANTIC REALTY ADVISORS
Frederict6n
World Class Smarts

www.oro.co

January l3, 2012

RBC - Royal Bank File No. 11-1142
Queen Street
Fredericton, NB

ATIENTION: MR. STEPHEN BANKS

Dear Sir:

Re: Preliminary Inspection ---- Property of Blissfield Sporting Camps Limited
Southwest Miramichi River
Blissfield. NB

Pursuant to our recent conversations, we have undertaken certain investigations and analyses in order to
prepare a "Preliminary Inspection" of the above captioned property commonly known as "Old River
Lodge", for the purpose of reporting to you an opinion of Prospecti ve Market Value.

The "Preliminary Inspection" is designed as a confidential document, therefore, no portion may be
reproduced in any form or fashion without the written consent of the appraiser and the Inspection is
intended for discussion purposes only.

The term Market Value means, "the probable price which a property should bring in a competitive and
open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably and assuming the price is not affected by undue stimulus". The term Prospective represents
a forecast with an effective date following the date of the report and is intended to reflect perceptions of
market participants as to the future.

FREDERICTON
APPRAISAL
Associates Limited
102 - 3 Mam Street
Frectencton. NB. E3A 9N6

tel. 506-456-9533
fax 506-458-1334

,
5cotlo
, ',',"

New Brunswick Novo
-3-

The Inspection included an examination of physical characteristics, as well as, an
I
examination of general market conditions, along with such other investigations and inquiries
as were deemed necessary and appropriate pursuant to this undertaking.

The subject property will consist of five (5) individual parcels of land including two (2)
parcels currently under option to purchase, along with certain pools at various locations, as
well as, some eleven (11) new and existing recreational camp buildings to provide services
and accommodations for twelve (12) individual sporting guests.

All comments, opinions and conclusions have been discussed and elaborated upon within
the Executive Summary to the extent felt necessary in order to support the parameter of
Market Value as cited herein. Fredericton Appraisals - Atlantic Realty Advisors does
maintain and reserves the right to develop a full and complete appraisal for this property,
should further action be necessary in respect to this Inspection report.

The "Preliminary Inspection" has been prepared in conformity to the Canadian Uniform
Standards of Professional Appraisal Practice, which govern the nature and extent of this
report and is subject to the various Limiting Conditions and Assumptions as set out.

Based upon our examination and conclusion regarding Highest and Best Use, along with our
analyses of data considered applicable, subject to those Limiting Conditions and
Assumptions as set out, it is our considered opinion the Prospective Market Value for the
Fee Simple interest in this property, as of July 1,2012, may be reasonably concluded to be:

ARA~
••11AHl1C II£Al.IY 4DYlSOIIS
-4-

FOUR MILLION, SIX HUNDRED FORTY. THREE THOUSAND DOLLARS
($4,643,000)

It has been a pleasure to have undertaken this assignment on your behalf, however, should
you have any questions or inquiries concerning this Inspection, please contact the
undersigned at your convenience.

Respectfully submitted,

en_
ATLANTIC REALTY ADVISORS
FREDERICTON APPRAISAL ASSOCIATES LTD.

~J
Per:

Joel W. LaPointe, AACI, P.App.
NBAREA Register No. 157930

~-c _
D. Harold Moore, AACI (Fellow), P.App.
NB AREA Register no. 042460

JWUkah
- 16-

CERTIFICATE OF APPRAISER

Certification - Joel W. LaPointe and D. Harold Moore

We certify that, to the best of my knowledge of and belief,

• The statements of fact contained in this Inspection are true and correct.
• The reported analyses, opinions and conclusions are limited only by the reported
assumptions and limiting conditions and are our personal, unbiased professional
analyses, opinions and conclusions.
• Our compensation or receipt of the assignment was not contingent upon the reporting of
a predetermined or requested minimum value or direction in value that favours the cause
of the client, the attainment of a stipulated result, occurrence of a subsequent event or
approval of a loan.
• Our analyses, opinions and conclusions were developed and this Inspection has been
prepared in conformity with the requirements of the Code of Professional Ethics and the
Standards of Professional Practice of the Appraisal Institute of Canada and the New
Brunswick Association of Real Estate Appraisers and this report is subject to review by
duly authorized representatives.
• No one provided significant professional assistance to the appraisers.
• The Appraisal Institute of Canada and the New Brunswick Association of Real Estate
Appraisers have a Mandatory Recertification Program for designated members. As of
the date of this Inspection, Joel W. LaPointe and D. Harold Moore have fulfilled the
requirements of the program.
• Based upon the data set out in this report, the opinion of Prospective Market Value for
the real property identified as and owned by Blissfield Sporting Camps Limited, located
at Blissfield, NB, as of July 1,2012, in fee simple, will be as follows:

FOUR MILLION, SIX HUNDRED FORTY·THREE THOUSAND DOLLARS
($4,643,000)

ATLANTIC REALTY ADVISORS
FREDERICTONAPPRAISAL rI:-ES LTD.
Per: )

~ , <~ C ~
Joel W. LaPointe, AACI, P.App.
.:"C'
~o~
·~W)'P.APP'
?F-
NB AREA Register No. 042460

ARAf'l
A1'l.J\NllC RlALTY ADVISORS
Appraisal
Report

Now or Formerly
Property of
Blissfield Sporting Camps
Limited
Southwest Miramichi River
Blissfield,
New Brunswick

Prepared for:
Ernst & Young Inc,

FREDERICTON
APPRAISAL
Associates Ltd,
500 Brookside Drive, Unit E
Fredericton, NB EM OVZ

P110001(506)458.9533
Fox:(506)458.1334

Amyx re SB
ATt.ANTIC REAVIV ADVISORS
WWW,010,00

June 27,2013

Mr, George C. Kinsman File No, 13-1215
Ernst & Young Inc.
1959 Upper Water Street, Suite 301
Halifax, Nova Scotia
B3.1 3N2

Dear Sir:

Re: Appraisal Now or Formerly Property of
Blissfield Sporting Camps Limited
40 Green Bye Road
Southwest Miramichi River,Blissfield
Northumberland County,NB

Further to our recent discussions, we have undertaken certain investigations and analyses in order to prepare
an appraisal report for the above property now or formerly owned by Blissfield Sporting Camps Limited,
commonly known as "Old River Lodge, for the purpose of setting out our opinion of Market Value and
Forced Sale Value as ofJune 18,2013, the date of inspection.

The property has been identified by Service New Brunswick as consisting of three(3) Individual parcels of
land at Blissfield and lying along the north and south bank of the Southwest Miramichi River, along with all
buildings and riparian and angling rights attached thereto. More specifically these include P1D's 40466484
(13.81 acres) and 40041642 (4.94 acres) AS well as the riparian and angling rights attached thereto (Flome
Pool), and PID 40038234(19,32 acres) as well as the riparian and angling rights attached thereto(Edmunds
Pool), In addition are the angling rights known as Ward Rapids (Ward Rocks) which is adjacent P1D
40038531, and the angling rights known as Witherall Pool which is adjacentPM 40038341,
FREDERICTON
APPRAISAL,
Associates Limited
500 Brookside Drive,
Fredericion, R3A 8V2
Tell 506458-9533
Rix! 5044584334

www,ora.vo.
Now Brunswick Nova Scalia Prince Edward Island Newfoundland
3

This report has been prepared for Ernst & Young Inc. and does comply with the
Canadian Uniform Standards of Professional Appraisal Practice (CUSPAP) and is
subject to the Assumptions and Limiting Conditions as set out. Based upon our
interpretation and analyses of certain data, along with our personal inspection of the
individual buildings, it is our considered opinion the Market Value for the Fee Simple
Interest in this property, as ofJune 18,2013, is:

SEVEN HUNDRED THOUSAND DOLLARS $700,000)

Based upon our interpretation and analyses of certain data, along with our personal
inspection of the individual buildings, it is our considered opinion the Force Sale Value
for the Fee Simple Interest in this property, as of June 18,2013,is:

FIVE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($525,000)

These final estimates of value are based on certain assumptions and limiting conditions
including the following:

• The properties are 100 percent environmentally clean.
o That all contents and chattels are included and considered essential to the property's
use as sporting camps.
o That the capacity of the existing sanitary sewer system, installed during 2012, is
adequate to accommodate the existing lower camps and lodge (washrooms and
kitchen but excluding laundry). Further, it is assumed that the system is fully
operational and that there is ongoing operations monitoring and maintenance manual
in place.

A......110 HAI ACMS011
-4 -

Should further information be required or should you have any questions or comments
arising from this appraisal, please contact the writer at your convenience,

Respectfully submitted,

ATLANTIC REALTY ADVISORS
FREDERICTON APPRAIS OCIATES LTD,
Per:

Joel W.LaPointe, AACJ,PAPP,
NBAREA Register No, 157930

JWLikah
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “X2”
Gmail - Stewart McKelvey 050101 01:26

Paul Michaels <paulcharlottem@gmail.com>

Stewart McKelvey
Paul Michaels <paulcharlottem@gmail.com> 12 November 2013 01:21
Draft

From: Banks, Stephen M (Commercial Markets) <stephen.m.banks@rbc.com>
Date: 5 July 2011 16:00
Subject: Stewart McKelvey
To: P & C Michaels <paulcharlottem@googlemail.com>, Harold Moore <hmoore@ara.ca>

Hi Paul,

1. I spoke with Fred, he has agreed to send discharge notice to RBC's counsel. How this works, when RBC advances
funds, the discharge will be registered at the same time as the funds are paid to Stewart McKelvey. RBC will be using
McInnes Cooper for our legal work.

2. I spoke with Aundan Rae, based on our conversation, Aundan is moving forward with project. I made it clear to
Aundan, a discussion paper is not a formal approval. However, I committed to Aundan, that if we have a hold up in
obtaining formal approval, I will give him a call directly.

Cheers Steve

Stephen Banks | Commercial Account Manager CFS, RBC Royal Bank I Royal Bank of Canada | T: 506-450-
2311 | F: 506-452-0193 |

_______________________________________________________________________

This email may be privileged and/or confidential, and the
sender does not waive any related rights and obligations.
Any distribution, use or copying of this email or the
information it contains by other than an intended recipient
is unauthorized. If you received this email in error,
please advise the sender (by return email or otherwise)
immediately. You have consented to receive the attached
electronically at the above-noted email address; please retain a
copy of this confirmation for future reference.

Ce courriel est confidentiel et protégé. L'expéditeur ne renonce
pas aux droits et obligations qui s'y rapportent. Toute diffusion,
utilisation ou copie de ce courriel ou des renseignements qu'il
contient par une personne autre que le (les) destinataire(s)
désigné(s) est interdite. Si vous recevez ce courriel par erreur,
veuillez en aviser l’expéditeur immédiatement, par retour de courriel
ou par un autre moyen. Vous avez accepté de recevoir le(s) document(s)
ci-joint(s) par voie électronique à l’adresse courriel indiquée ci-dessus;
veuillez conserver une copie de cette confirmation pour les fins de reference future.

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&q…2C%20he%20has&qs=true&search=query&msg=14249e69ddbd7a22&dsqt=1 Page 1 of 1
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “Y2”
Gmail - Fwd: Court File No. F/C/253/13 - Blissfield Sporting Camps Limited and Paul & Charlotte Michaels and Others v RBC & Others. 050101 01:04

Paul Michaels <paulcharlottem@gmail.com>

Fwd: Court File No. F/C/253/13 - Blissfield Sporting Camps Limited and Paul &
Charlotte Michaels and Others v RBC & Others.
1 message

Paul Michaels <paulcharlottem@gmail.com> 26 February 2014 00:57
To: Paul & Charlotte Michaels <paulcharlottem@gmail.com>

---------- Forwarded message ----------
From: Paul Michaels <paulcharlottem@gmail.com>
Date: 3 January 2014 02:07
Subject: Court File No. F/C/253/13 - Blissfield Sporting Camps Limited and Paul & Charlotte Michaels and Others
v RBC & Others.
To: Frederick McElman <fmcelman@smss.com>, Cathy Lahey <clahey@stewartmckelvey.com>
Cc: "Backman, Ross" <ross.backman@rbc.com>, "mark.a.standish@rbc.com" <mark.a.standish@rbc.com>,
"lynn.reed@rbc.com" <lynn.reed@rbc.com>, Low Newbiggin House <holidays@lownewbiggin.co.uk>, "Allison J.
McCarthy" <amccarthy@smss.com>, "Stephen J. Hutchison" <shutchison@smss.com>

Dear Mr Fred McElman

You will confirm that Allison McCarthy Stephen Hutchison of Stewart McKelvey were our legal representatives for
a number of years in relation to specific properties that formed part of the Royal Bank of Canada's assignment of
security for a $1.25m loan.

You will, we are sure, also confirm that you were personally party to the release of the loan as you had to
authorise the release of charges/liens against the properties owned personally by us and offered as guarantee for
the RBC loan. The charges and interest were contested by us but the courts of St John found in your favour after
our lawyer Charlie Bird of Whitehead Bird and Miles failed to prepare an adequate defence for our hearing.

In 2012 it was alleged that you took offence when our company took over the lease of Mercury Island that you had
held with Bill McKinnon and his Co. for many years. As soon as I heard this I immediately paid a visit to your
Miramichi camp and spoke with Mr Ted Flemming, advising him and your other club members of the proper facts
and asking for the opportunity to correct any misinformation, stating that I had personally extended the offer for
you and your members to fish Mercury Island free of charge.

It is my understanding that your sister? is or was, in business with Mr Axel Lerche a gentleman that worked with
Neil Freeman to swindle $20,000 Canadian dollars from me and my wife and interfered with our business and staff
to try to prevent us from building a successful business in New Brunswick after we declined to financially support
his business venture, following his corruptive antics and circulation of negative comments about us.

It was with great surprise for me to hear further allegations that you were involved with the compilation of the
Bamford deed that Gilks bought the rights to, regarding the infamous Island Number 5 (Hogans peninsular an
accretion of land mass opposite Edmunds Pool which was alleged to have been cut off by machinery in recent
times) The legal battle to prove rightful & legal ownership of this pice of real property has cost my wife and I and
the previous owners Steve & Lisa Leary close to $300k, $225k of which was spent with Stewart McKelvey and to
date we have not been awarded title or an opinion that Gilks does not own the property, so this is money 'lost'

It is a total mystery to me why I was instructed by Charlie Bird NOT to give Stewart McKelvey a hard time at the
injunction hearing in Fredericton on the 7th November 2013. Further not to mention other friendships in or out of
the hearing.

On behalf of the creditors of Blissfield Sporting Camps Limited, I seek clarification in the involvement (if any) that

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&search=inbox&th=1446bb22ec9c6ab7 Page 1 of 2
Gmail - Fwd: Court File No. F/C/253/13 - Blissfield Sporting Camps Limited and Paul & Charlotte Michaels and Others v RBC & Others. 050101 01:04

you may have had (directly or indirectly) in direction given to the Royal Bank's decision that led to the
unreasonable and improvident foreclosure and depressed valuation and recent sale of our year New Brunswick
investment business and properties. This question is a direct result of the Atlantic Salmon fishing trips that I
understand Ross Backman of the Royal Bank of Canada, George Kinsman and Josh McElman have enjoyed on
the Eagle River in Labrador.

I understand that you have personal interest in many fishing camps in New Brunswick Rivers, and ambitions to
have more. With respect, may I ask if Blissfields (The Old River Lodge) or its fishing pools is one of them?

The above information, is based on the facts as we know them and alleged third party information. If correct in
totality then this warranted the definition of a clear and severe conflict with your firm Stewart McKelvey handling
the private sale of our assets. If accurate in part then there is enough of a question mark for SM to have had to at
the very least declared a potential conflict. I will be happy to retract and apologise for any statements that can be
proved to be incorrect.

Please be advised that as of 19th December 2013 our Uk bankers have taken legal steps to repossess our
properties in the UK. These properties took us 13 years to buy and develop and in 'Good faith' were offered as
collateral for the funds used to purchase the New Brunswick properties that we developed with the loan from the
bank. Should we lose our UK properties I promise you that we will stop at nothing to bring redress to those
responsible, including where appropriate charges of 'Tortious Interference and Fraud'

As I have stated we do not wish to cause anyone any unnecessary difficulties and believe there is a simple way
forward. Should you wish to discuss the above in person My wife and I would be please to attend your offices for a
private discussion that would pave the way for an agreeable and commercial solution for all parties which includes
protecting our CAD$4m investment in New Brunswick and repairs the Irreparable harm done to our reputation
throughout this premature and very unprofessional process which has caused my wife an immense amount of
undue mental anguish throughout her pregnancy and the first 5 months of our babies life which should have been
a happy and joyous time.

We wish Darrell Stephenson (the SM lawyer that handled the sale of Blissfield assets) every success in his recent
appointment to the Queens Bench.

Happy New Year

Sincerely

Paul Michaels
For and on behalf of
President
Blissfield Sporting Camps Limited & its Creditors
UK Home/Office +44 (0) 1947 811 811
UK Mobile +44 (0) 774 779 3333

https://mail.google.com/mail/u/0/?ui=2&ik=a7e0265a0d&view=pt&search=inbox&th=1446bb22ec9c6ab7 Page 2 of 2
Court File No. Court File No. 126-13-CA
(ref:F/C253/13)

Exhibit “Z2”
Tomlinson likens RBS to a vampire

Lawrence Tomlinson, LNT Group
THE Royal Bank of Scotland has been accused of acting like a "vampire" that sucks
cash out of profitable businesses by government adviser and serial entrepreneur
Lawrence Tomlinson.
Appearing before the Treasury select committee yesterday, Yorkshire entrepreneur
Tomlinson told MPs he had gathered evidence from hundreds of businesses that
suggested RBS' Global Restructuring Group (GRG)turnaround division had been
driving profitable firms out of business and seizing their assets.

Mr Tomlinson's appearance followed a report he wrote as the business
department's entrepreneur-in-residence, which accused RBS of operating like a "hit
squad" by withdrawing lines of credit from healthy firms and burdening
them with huge fees so they could seize the firms' assets, normally property, at
discount prices.

The entrepreneur, who had gathered evidence from 200 firms at the time and over
1,000 since then, told MPs that he likened RBS "more to a vampire business" due
to rough practices in its GRG business support programme.

Mr Tomlinson's Leeds-based LNT Group endured a difficult refinancing by RBS and
observers have questioned whether he was the right man for Vince Cable to
appoint to look at how banks treat business customers,
particularly when his report singled out RBS' conduct.

He told MPs yesterday: “When your business was moved into the GRG by whatever
fashion, you were given perhaps a doubling of the bank’s interest rate margin and
lots and lots of fees.”

“The business becomes strangled. It is frustrating to hear talk on ‘zombie firms’. I
liken them more to a vampire business – they are kept in the GRG and as soon as
they get any cash to invest and grow, it is taken out of them.

I have seen firms face charges and fees that are set exactly at the amount that the
firms have made.”

Following Mr Tomlinson's report, RBS chief executive Ross McEwan brought in the
law firm Clifford Chance to examine the claims. The Financial Conduct Authority
has also launched a probe.
Court File No. 126-13-CA
ref F/C253/13),
IN THE APPEAL COURT OF QUEEN'S BENCH OF NEW BRUNSWICK
TRIAL DIVISION
JUDICIAL DISTRICT OF FREDERICTON
BETWEEN:

BLISSFIELD SPORTING CAMPS LIMITED
AND PAUL & CHARLOTTE MICHAELS
AND OTHERS
Applicants (Intended Plaintiffs)

-and-

ROYAL BANK OF CANADA
AND ERNST & YOUNG
AND OTHERS.
Respondents (Intended Defendants).

Court File No. 126-13-CA ref F/C253/13),
ACKNOWLEDGEMENT OF RECEIPT CARD (FORM 18A)

TO: Catherine Lahey of Stewart McKelvey.

! You are served by mail with the documents enclosed with this card pursuant to the
Rules of Court.

! You MUST complete and sign the acknowledgement below and mail this card within
3 days of the date you receive it or you may have to pay the costs of the Sheriff or some
other person serving you personally.

I hereby acknowledge that on the ........... day of March 2014, I received the following
documents:

1.! ! Notice of Motion for leave to appeal 20 February 2014.

2.! ! Affidavit of Paul Michaels 20 February 2014.

3.! ! Paul Michaels Supporting Brief 20 February 2014.

4.! Affidavit of Paul Michaels 30 October 2013.

5. ! Schedule of contents

! ! Exhibits “A2” to “Z2"

! ! ! ! ! ! ! ! ! ! ! ...................................................
! ! ! ! ! ! ! ! ! ! ! signature of the person served)

Please FAX Confirmation to +44 (0) 207 374 8100
and email to fish@GuideNB.com