COURT FILE NO.: 13-56663

DATE: 2013/04/18

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: COLLEEN MOORE, BARRY DOUCETTE, RONALD X. AYOUB, KIM KRUK, DALE HEIN, PAMELA STONE, CAROLINE LEWANDOWSKY, ANNE LEFIER, GARRY McGINN, DAVID HAMILTON, JAMES MILLER, HELENE LAMADELEINE, MARY LOU FISHER, ALLAN BRETT, DONALD HUTCHINSON, GLORIA HUTCHINSON, RICHARD MELCER, STEPHEN CALDWELL, MICHELLE VEZEAU, DAVID KORNELSEN, KEVIN HARSH, COLLEEN MALTAIS, LUC MALTAIS, BOB MECH, A.A.N.T. SOFTWARE CORPORATION, TERRENCE FINNIGAN and JAMES JOSS, Applicants

AND

THOMAS G. ASSALY, ASSALY INVESTMENT PROGRAM CORPORATION, ASSALY FINANCIAL CORPORATION, ACT 1 CORP., ASSALY CREDIT & TRADE CORP., ASSALY ASSET MANAGEMENT CORPORATION, MILLENNIUM SPRINGS DEVELOPMENT & CONSTRUCTION CORP. (aka MILLENNIUM SPRINGS PROPERTIES LTD.) and MILLENNIUM EDUCATIONAL & RESEARCH CHARITABLE FOUNDATION (formerly the THOMAS C. ASSALY CHARITABLE FOUNDATION), Respondents

BEFORE: Mr. Justice Paul Kane

COUNSEL: C. P. Morris, for the Inspector Justin R. Fogarty, for the Applicants J. E. Smith, for the Respondents Richard G. Dearden, for the Ottawa Citizen Post Media and D. Butler Charles L. Merovitz, for Your Credit Union Jeffrey Kukla, for the Toronto-Dominion Bank

HEARD: April 4, 2013

ENDORSEMENT

FEBRUARY 6, 2013

[1] This application for the appointment of an Inspector proceeded ex-parte on February 6, 2013 and resulted in the interim appointment of an Inspector on that date of some of the respondent corporations with the requirement that the application be served on the respondents ("Interim Order"). The application was thereupon adjourned to February 26, 2013.

[2] The Inspector appointed pursuant to the Interim Order was directed to investigate Millennium Springs Development & Construction Corp. ("MSDC") ACT 1 Corp. ("Act 1"), Assaly Financial Corporation ("Assaly Financial"), Assaly Credit and Trade Corp. ("Assaly Credit"), pursuant to s. 161 of the Ontario Business Corporations Act, R.S.O. 1990, c. B-16 ("OBCA"), as well as Millennium Educational & Research Charitable Foundation ("Foundation") pursuant to s. 229 of the Canada Business Corporations Act, R.S.C., 1985, c.C-44 ("CBCA").

[3] The Interim Order created an Administrative Charge for specified fees of the Inspector, its independent counsel and the applicants up to $200,000 which is to constitute a first charge on the property and assets of the respondent corporations subject to the investigation.

FEBRUARY 26, 2013

[4] On February 26, 2013, the Inspector filed three volumes of an interim report ("First Report") and sought confirmation of its appointment, an expansion of its mandate to include the remaining corporate respondents, an order prohibiting publication of the application and Interim Report and related relief. The court was advised that Your Credit Union opposed the priority of the Administrative Charge ahead of its security and wished to set a date to argue such issue.

[5] The respondents sought leave to file responding materials to the application and advised that the Foundation is a not-for-profit corporation governed by the provisions of the Canada Not-For-Profit Corporations Act, S.C. 2009, c.23 ("CNPCA") and is not governed by the CBCA under which the Inspector was appointed. Foundation therefore sought a date to argue this issue.

[6] The application was adjourned to April 4, 2013, on the relevant terms contained in the Interim Order without prejudice to the respondents' reply to the application or other parties affected to seek relief. In the interim, the court granted the Inspector leave to examine certain named individuals and who could participate in such examinations. Subject to notice to be given the media, a publication ban was ordered as to the reports of the Inspector in the interim.

APRIL 4, 2013

[7] Your Credit Union and The Toronto-Dominion Bank presented motions to exclude their clients registered mortgage from the priority position created in favour of the Administrative Charge under the Interim Order. There was insufficient time to hear such motions which therefore were adjourned to April 18, 2013 at 10:00 a.m. for argument.

[8] The respondents proceeded with their motion to strike the appointment of the Inspector to investigation Foundation and to delete the Administrative Charge over its assets.

[9] The Ottawa Citizen Post Media and Mr. Butler seek leave to publish on this proceeding pursuant to s. 242 (6) of the CNPCA and s. 161 (6) of the OBCA. They further seek to set aside the order of February 23, 2013 prohibiting publication of the reports of the Inspector.

[10] The Inspector filed several volumes of its second report summarizing some of the information from its examination of individuals and corporate documents obtained ("Second Report").

[11] The applicants brought a motion to:

(a) To extend the appointment of the Inspector over and investigate the respondent Assaly Investment Program Corporation ("Assaly Investment"), and Assaly Asset Management Corporation ("Assaly Asset").

(b) To appoint Doyle Salewski Inc. as receiver and manager of the corporate respondents.

[12] The respondents on April 16, 2013, consented to the relief under para. 11(a) above. Order to go accordingly. The relief under para. 11(b) above was subsequently withdrawn by the applicants.

FOUNDATION AND INVESTIGATION

[13] The parties acknowledge that the Foundation is a not-for-profit corporation governed by the CNPCA, not the CBCA.

[14] The respondents submit the applicants do not qualify under the CNPCA or the OBCA to seek or obtain the appointment of an Inspector to conduct an investigation of Foundation. The respondents want this issue under either or both acts determined and do not therefore oppose the applicants' request that the application and Interim Order, as continued, be amended and treated as if it appoints the Inspector of Foundation under either or both the CNPCA and the OBCA.

[15] Such amendment is not opposed and is therefore granted. Specifically as to the Foundation, the application seeking the appointment of an Inspector and the Interim Order as continued are, without prejudice to the present motion of the respondents, amended as if such relief was requested and granted pursuant to Part 15 of the CNPCA, or in the alternative, under the OBCA.

[16] The applicants submit that they qualify to seek an investigation under the CNPCA. In the alternative, the applicants submit that the investigation ordered of the Foundation is independently valid under the provisions of the OBCA as the Foundation is an affiliate of MSDC and other respondent corporations governed by the OBCA. It is submitted that s.161 of the OBCA authorizing the investigation of such other corporations, allows the appointment of the Inspector to include affiliates of those OBCA corporation(s) even though the Foundation is governed by the CNPCA.

UNDER THE OBCA

[17] Section 161 of the OBCA requires the applicant seeking an investigation of a corporation or its affiliate to establish that:

(a) it is a holder or owner of security, and

(b) grounds exist such as the business of the corporation or its affiliate is being carried on with intent to defraud others or in a manner that is oppressive or unfairly prejudicial to the interests of a security holder.

[18] Security as defined in s.1 (1) of the OBCA means a share of any class, or a debt obligation, of a body corporate.

[19] If the above requirements are established, the court may order an investigation of the corporation and any of its affiliates under s. 161 of the OBCA.

[20] It is to be noted that the requirement to be the owner or holder of security under s 161(1) is in the corporation or any of its affiliates.

[21] Subject to establishing the grounds requirement in s. 161 (2), an order of investigation may be made of the corporation and any of its affiliates. The applicant need not therefore be a security owner or debt holder in both the corporation and in its affiliate in order for the investigation order to be made against the corporation and its affiliate.

[22] The respondents do not challenge the appropriateness of the Interim Order's appointment of the Inspector under the OBCA of the respondents MSDC, Act 1, Assaly Financial and Assaly Credit and thereby accept that the applicants meet the status and grounds requirements under s. 161 as to those four respondent corporations.

[23] The issue then becomes whether the Foundation is an affiliate of one of the four corporations governed by the OBCA and subject to investigation under the Interim Order.

[24] Section 1(4) of the OBCA deems one body corporate to be affiliated with another body corporate if one is the subsidiary of the other or, each of them is controlled by the same person.

[25] Under s. 1(1), body corporate means a body corporate with or without share capital and whether or not it is a corporation to which the OBCA applies. The Foundation therefore, being a corporation without share capital and governed by the CNPCA and not the OBCA, potentially could be a corporation affiliated to one or more of the four Ontario corporations ordered to be investigated.

[26] A body corporate under s 1 (2) of the OBCA is deemed to be a subsidiary of another body corporate if it is controlled by the other body corporate or one or more bodies corporate each of which is controlled by that other.

[27] A body corporate is deemed to be controlled by another body corporate if voting securities of the body corporate alleged to be controlled, carry more than 50 percent of the votes for election of directors, are held by or for the benefit of such other alleged controlling corporation and such votes are sufficient to elect a majority of directors of the corporation allegedly controlled.

[28] The evidence in the March 1, 2009 Offering Memorandum of Assaly Investment Program Corporation ("Assaly Investment") is that Foundation owns a controlling interest in MSDC, a private corporation, thereby enabling the Foundation to control the election of directors in MSDC.

[29] The Second Report of the Inspector advises that David Thompson of TD Canada Trust on examination indicated that all investment accounts of MSDC, Assaly Financial and Assaly Investment were transferred to the Foundation in 2011. On the instructions of the respondent, Thomas G. Assaly, all residual funds in the bank accounts of the Foundation, of which Mr. Assaly was sole signing authority, were transferred to the United States on or about February 8, 2013, two days after the date of the Interim Order appointing the Inspector.

[30] The applicants have established under the OBCA that Foundation is a body corporate affiliated to and controlling MSDC regarding which an investigation order was granted under the OBCA. The s. 161 appointment of the Inspector of the Foundation is therefore valid.

CNPCA

[31] The respondent T.G. Assaly co-authored the offering memorandum for Nature' Walk. Its terms read in isolation are confusing and in some instances contradictory as to what is being sold and what purchasers or investors will receive in return for their money.

[32] The memorandum is issued by Assaly Investments. It is on letterhead of the Assaly Group of Companies. Assaly Investment and MSDC are described therein as members of the Assaly Group of Companies. Mr. Assaly according to the documentation obtained, is the Chairman of and controls Foundation.

[33] Foundation and Mr. Assaly also raised money for a separate real estate development project in the State of Florida.

[34] Foundation was to be paid the investment or purchase money in trust under the offering memorandum, as occurred. Foundation is one of the Assaly Group of Companies.

[35] The offering memorandum markets the purchase and creation of 20 vacant condominium lots. The offeror seeks to raise $3,000,000 thereunder.

[36] Purchasers are to receive direct ownership by title deed of revenue producing property. Investors may sell their asset and control the management of their property. Purchasers are to receive a guaranteed return of equity for the first five years of development and sale of the lots.

[37] Under the offering memorandum, The Assaly Group of Companies and MSDC guarantee payment of an average annual minimum of 10 percent return on investment, payable annually. After three years and the completion of the project, investors will be paid their principal and accumulated interest.

[38] Such memorandum states that the applicant subscribers are to pay their purchase money to the Foundation in trust, to be held by it pending completion of the acquisition of the "Project". Project is defined as the condominium corporation which shall own and operate the gated community to be constructed.

[39] Monies pursuant to such offering memorandum were paid by the applicants Ayoub, Kruk, A.A.N.T. and Lefier (collectively the "Purchasers") to Foundation as directed. The money paid was to be held by Foundation pending completion of the "acquisition of the Project" which, as defined, did not occur.

[40] Not all annual payments promised in the offering memorandum were paid. The obligation to pay purchasers their principal after completion of the project was not paid. The Purchasers did not become owners of land or units in a condominium corporation. Purchasers were not repaid their investment as promised. The development of the Project did not occur.

[41] Debt is not a defined term in the Act however debt obligation is defined and includes "other evidence of indebtedness or guarantee of a corporation."

[42] Debt has no fixed legal meaning but takes shades of meaning from surrounding circumstances. Debt is a certain sum owed by one to another in a liquidated amount due at an ascertainable time. See Halsbury's Laws of Canada, "Business Corporations", at para. HBC-110.

[43] The Purchasers have established for the purpose of this application that they hold "other evidence of indebtedness", or a debt obligation as defined in ss. 2(1) of the CNPCA from MSDC and from the Assaly Group of Companies which includes Foundation. Foundation also holds majority control of MSDC.

[44] A body corporate under s. 2(1) includes a company wherever incorporated.

[45] A body corporate is affiliated with another body corporate under s. 2(2)(a) if they are controlled by the same person.

[46] Foundation, MSDC and Assaly Investment are affiliated body corporations under s. 2(2) of the CNPCA as, according to the evidence, each is controlled by Mr. Assaly as per s. 2(3). MSDC on the evidence is also controlled by the Foundation and as such, MSDC and the Foundation are affiliated corporations under s. 2(2). This control is not disputed.

[47] A debt obligation is defined under s. 2(1) of the CNPCA to include "other evidence of indebtedness or guarantee of a corporation". Parliament chose not to limit debt obligation under this legislation to debt instruments such as bonds, debentures and promissory notes which are specifically mention in this definition section. Instead Parliament chose to expand the scope of debt obligations to include "other evidence of indebtedness".

[48] In the present case, the amount of money to be raised was not insignificant. Parliament's inclusion of "other evidence of debt" is broad and includes this promise to pay the applicants their principal and interest.

[49] A debt obligation holder under s. 242, Part 15 of the CNPCA, may apply to court for an order appointing an inspector to conduct an investigation of a corporation and any of its affiliates. A holder is defined under Part 6 of the Act and s. 37 (1) thereof, as a person who is in possession of a debt obligation.

[50] The phrase "debt obligation holder" is a defined term under Part 6 of the CNPCA which deals with debt obligations, certificates and transfers. That same phrase, namely debt obligation holders, is also used by Parliament in this legislation beyond Part 6. This phrase appears also in Part 4, s. 22 (7), and Part 15, s. 242 (2).

[51] Under s. 38 of the Act, the issuer is obliged to issue a debt obligation certificate to the debt obligation holder, if requested to do so by the holder of the debt obligation. The debt holder is not obliged to request such certificate. In addition, a "holder" under s. 37 (1) is a person holding a "debt obligation" and is not limited to a person holding a "debt obligation certificate". A person in possession of a debt obligation from a corporation is a debt obligation holder, whether or not they asked for or received a certificate of debt obligation.

[52] To interpret s. 242 as requiring a debt holder to be in possession of a debt obligation certificate in order to have the status to apply for an investigation, would enable the issuer of debt to defeat the right of the debt holder to apply for an investigation by that corporation's refusal to issue the certificate. Parliament did not intend such an interpretation. A holder of debt obligation under s. 242 (1) should be interpreted no broader than as defined in s. 37 (1), namely a person who is in possession of a debt obligation.

[53] Mr. Assaly filed an affidavit on this motion in which as to the Foundation, he submits the applicants lack the status under s. 242 (1) to seek the appointment of an Inspector of the Foundation. He states therein:

None of the Applicants has been issued, has the right to be issued a debt obligation certificate or has a written acknowledgment of a right to obtain a debt obligation certificate.

[54] The first portion of this is a statement of law which this court disagrees with. It also fails to address the undertaking and guarantees of the Assaly Group of Companies and MSDC to pay money as indicated above. It does not address the alternate status of Foundation as an affiliate of MSDC.

[55] No debt obligation registry from Foundation or MSDC has been produced by the respondents to evidence that the Purchasers are not debt obligation holders or certificate holders of those corporations. No evidence was presented by the respondents as to what the Purchasers receive in return for the money paid to the Foundation.

[56] This application upon its return after service on the respondents, was adjourned specifically to allow them to correct the facts presented by the applicants ex-parte. The affidavit filed in response is limited in nature.

[57] Mr. Assaly co-authored the ambiguous language in the offering memorandum. That cannot now assist him in defeating the status of applicants under s. 242 (1). There is sufficient clarity therein to conclude that the Purchasers are debt obligation holders of MSDC and Foundation. Alternatively, they have such status with MSDC and Foundation is an affiliate of that corporation thereby giving them status as to Foundation.

[58] The motion of Foundation to terminate the appointment of the Inspector and be released from the Administrative Charge is dismissed.

NON-PUBLICATION DUE TO STATUTORY PROVISION AND COURT ORDER

[59] Sections 242(6) of the CNPCA prohibit publication of ex-parte proceedings under that section without court order or consent. In today's hearing, all parties participated through counsel.

[60] The original hearing of this application on February 6, 2013, proceeded on an ex-parte basis. To that extent, publication of that ex-parte portion of this proceeding is prohibited without court consent as the respondents oppose publication unless and until the applicants seek relief via commencement of a legal action.

[61] Sections 161(6) of the OBCA contain a broader prohibition against publication. It prohibits publication of anything related to an investigation application, except as authorized by court order.

[62] The issue on this motion:

(a) under the CNPCA; is whether a publication prohibition order should now be made and whether the legislative prohibition as to the ex-parte hearing should be lifted,

(b) under the OBCA; is whether the legislated prohibition should now be lifted.

[63] This court granted an order on February 23, 2013, prohibiting reporting and publication of the Inspectors reports but required service of that order on media to permit argument of that issue if required. The media responded with this motion. Such order prohibiting publication of the reports of the Inspector is unnecessary as to the blanket prohibition in the OBCA.

[64] Independent of the above, the court filings are available to and hearings therein are open to the public. The issue is publication.

[65] The respondents liken this proceeding to a preliminary inquiry to determine the sufficiency of the Crown's case which is subject to a publication ban. There is some similarity. In fact, there are more protections available in the adversarial nature of such preliminary inquiry than exist in this application. Unlike a preliminary inquiry, the state in this case has not conducted an investigation, has not satisfied the Crown's office that sufficient evidence exists to lay charges, there are no charges focussing the issues nor does this application proceed within the formality of a contested court inquiry to evaluate evidence after it is challenged by cross-examination.

[66] The respondents correctly point out that this proceeding is an investigative step to obtain information. It is not a civil or a criminal action against them to determine liability or seek relief such as a judgment to determine liability, a declaration as to wrongdoing or to obtain the return of property.

[67] This is not a proceeding in which the respondents are required to explain or respond to the information disclosed by the Inspector in its reports.

[68] Unlike a civil action, here there is no prior document production from the other party, no information obtained from examination for discovery and no opportunity to present sworn testimony or cross-examine the opposing party within the structure of an articulated claim in a court of law.

[69] The respondents correctly point out that some investigative steps were taken by this Inspector prior to the respondents appearing in this application. They point out that examinations by the Inspector were conducted of several persons initially when the respondents were not in attendance or were not permitted to participate in the questioning. In summary, the respondents argued that they have not been able to fully participate and respond to the information being reported in what is a one sided investigation. The respondents argue that the potential release of information by publication is detriment to them.

[70] The media submits that existing case law recognizes the importance of an open court process. The media relies upon the rights under the Canadian Charter of Rights and Freedom, Part 1 of the Constitution Act, 1982, being Schedule B to the Canada Act 1982 (U.K.), 1982, c. 11, including freedom of the press. They submit those Charter rights dictate that consent to publish these proceedings must be granted. The media suggest that the legislative prohibitions against publication have little or any impact on a motion to permit publication under the OBCA and in the case of the CNPCA, the prohibition no longer exists.

[71] In granting the initial order to investigate, the moving parties presented sufficient evidence in an ex-parte hearing to demonstrate they had met the threshold of showing an appearance of wrongdoing sufficient to authorize the commencement of an investigation to gather evidence as to that very same question. The court did not on that motion or since then make any determination as to alleged wrongdoing.

[72] As to the above legislative provisions; the OBCA prohibits publication subject to leave being granted. Counsel indicate there is no case law interpreting this legislative provision or how the court's discretion should be exercised. The legislation is silent as to the exercise of this judicial discretion.

[73] The prohibition under the OBCA reflects the specific limited nature of this proceeding which is to access information in the possession of the respondents to enable the applicants to decide whether to commence legal proceedings. The CNPCA prohibition is limited to the ex-parte portion.

[74] The role of an inspector is to gather information, to report thereon and make recommendations. An inspector has an obligation in carrying out its duties to act in an impartial manner. The reports of an inspector and the information therein are not evidence per se in any subsequent civil proceeding against the respondents. It is not the role of an inspector to make a determination whether wrongdoing occurred.

[75] This court has concern that the Inspector's first two reports contain some determinations which exceed the limits of its appointment and should only, if proven, be determined in a contested action as to that very issue. Several of those comments are repeated verbatim in the affidavit or factum filed by the media which could find their way into a published report. This court is for example concerned as to the conclusions made and cited in paragraph 102 of the First Report and paragraphs 338, 339, 348 and several portions of 353 of the Second Report as well similar conclusions expressed in the body of these reports.

[76] This proceeding contains no allegations of wrongdoing by a public agency nor does it conclude in a hearing and decision such as occurs before the Ontario Securities Commission.

[77] Independent of this legislation, there are legal limits to and obligations as to what the media may report in a civil action. There may in fact be greater limitations as to what may be reported given the nature of this proceeding. These however are not determinative whether leave should be granted.

[78] The Supreme Court in Canadian Broadcasting Corp. v. Canada (Attorney General), 2011 SCC 2, [2011] 1 S.C.R. 19, held that freedom of the press is an embodiment of freedom of expression and is essential to the open court principle. The court stated however that freedom of the press on occasion must be harmonized with the open court principle. The Court in that case held that certain limits were justified under s. 2(b) of the Charter.

[79] The media fairly summarize certain principles from the decision of the Supreme Court in R. v. Mentuck, 2001 SCC 76, [2001] 3 S.C.R. 442 as follow:

(a) A publication ban should only be ordered when necessary in order to prevent a serious risk to the proper administration of justice because reasonably alternative measures will not prevent the risk.

(b) The salutary effects of the publication ban outweigh the deleterious effects on the rights and interests of the parties and the public, including the effects on the right to free expression, the right of the accused to a fair and public trial, and the efficacy of the administration of justice.

(c) Under the first branch of the test cited in (a) above, there are three important elements.

(d) As to necessity, the risk in question must be a serious risk and well-grounded in the evidence.

(e) Second, the phrase "proper administration of justice" must be carefully interpreted so as not to allow the concealment of an excessive amount of information.

(f) Third, necessity requires the judge to consider not only whether reasonable alternatives are available, but also to restrict the ban as far as possible without sacrificing the prevention of the risk.

[80] It cannot be forgotten that the above principles were articulated and the decision made in the context of a trial, which is not the case here.

[81] The evidence presented in favour of a ban by the respondents is not personal to them. The court however cannot ignore and must consider the narrow scope of this application, namely to allow a court appointed officer to investigate so as to gather information. The limited nature of this proceeding carries sufficient weight to meet this requirement.

[82] Conclusions of wrongdoing by a party or their motive are matters for determination by a judge or jury within a court proceeding where the respondents have the right to lead admissible evidence and cross-examine on the evidence led against them. Investigations under these sections are not intended for this purpose.

[83] There is a strong public interest in ensuring that the one sided nature of this application is not, due to statements in the report of the Inspector, treated by the parties or reported by the media as a determination of wrongdoing. It is not in the public interest to have such conclusions stated, published or implied within the limited context of this proceeding.

[84] The administration of justice consideration must include the limited scope of this proceeding and the limits of authority granted to the Inspector. Administration of justice requires that a court officer not report upon matters outside the court appointed mandate. Public confidence in the administration of justice would diminish if these limitations were exceeded.

[85] There is no commercial interest here warranting a publication ban nor was it argued as such by the respondents.

[86] Accordingly, the Inspector is requested to edit the First and Second Reports and delete any portions thereof which exceed the scope of its appointment. For this reason, the publication ban against publication of the existing reports of the Inspector shall continue.

[87] Leave is otherwise granted under the above sections of the CNPCA and OBCA to report and publish upon this proceeding but only within the limited scope of this application. Such leave as granted shall include the amended Reports 1 and 2 as drafted and any future reports of the Inspector.

[88] The above principles decided by the Supreme Court dictate this result. The court is not otherwise satisfied the necessity test is met to justify non-publication under the CNPCA. That conclusion supports lifting the ban under the OBCA.

ADJOURNMENT OF APPLICATION

[89] This application is adjourned to May 7, 2013, at 10:00 a.m. to receive the next report of the Inspector and to consider why this investigation should not then be concluded, subject to the passing of accounts.

Kane J.

Released: April 18, 2013

COURT FILE NO.: 13-56663

DATE: 2013/04/18

ONTARIO

SUPERIOR COURT OF JUSTICE

RE: COLLEEN MOORE, BARRY DOUCETTE, RONALD X. AYOUB, KIM KRUK, DALE HEIN, PAMELA STONE, CAROLINE LEWANDOWSKY, ANNE LEFIER, GARRY McGINN, DAVID HAMILTON, JAMES MILLER, HELENE LAMADELEINE, MARY LOU FISHER, ALLAN BRETT, DONALD HUTCHINSON, GLORIA HUTCHINSON, RICHARD MELCER, STEPHEN CALDWELL, MICHELLE VEZEAU, DAVID KORNELSEN, KEVIN HARSH, COLLEEN MALTAIS, LUC MALTAIS, BOB MECH, A.A.N.T. SOFTWARE CORPORATION, TERRENCE FINNIGAN and JAMES JOSS, Applicants

AND

THOMAS G. ASSALY, ASSALY INVESTMENT PROGRAM CORPORATION, ASSALY FINANCIAL CORPORATION, ACT 1 CORP., ASSALY CREDIT & TRADE CORP., ASSALY ASSET MANAGEMENT CORPORATION, MILLENNIUM SPRINGS DEVELOPMENT & CONSTRUCTION CORP. (aka MILLENNIUM SPRINGS PROPERTIES LTD.) and MILLENNIUM EDUCATIONAL & RESEARCH CHARITABLE FOUNDATION (formerly the THOMAS C. ASSALY CHARITABLE FOUNDATION), Respondents

ENDORSEMENT

Kane J.

Released: April 18, 2013