COURT FILE AND PARTIES

COURT FILE NO.: CV-14-10518-00CL
DATE: 2015-12-23

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36 AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF 1511419 ONTARIO INC., FORMERLY KNOWN AS THE CASH STORE FINANCIAL SERVICES, 1545688 ALBERTA INC., FORMERLY KNOWN AS THE CASH STORE INC., 986301 ALBERTA INC., FORMERLY KNOWN AS TCS CASH STORE INC., 1152919 ALBERTA INC., FORMERLY KNOWN AS INSTALOANS INC., 7252331 CANADA INC., 5515433 MANITOBA INC., 1693926 ALBERTA LTD. doing business as “THE TITLE STORE”

BEFORE: Regional Senior Justice G. B. Morawetz

COUNSEL: Jonathan Foreman and Lindsay Merrifield, for the Ontario Consumers Class Action Plaintiffs

James Harnum, Agent to Harrison Pensa

David Mann and Robert Kennedy, for DirectCash in CCAA Proceedings

Eric R. Hoaken, for DirectCash in Class Action Proceedings

Peter Griffin and Matthew Lerner, for Gordon Reykdal

Jeff Galway, for N. Bland

Mark Polley and Eric Brousseau, for National Money Mart Company

Andrew Faith and Jeff Haylock, for 1573568 Alberta Ltd.

Geoff R. Hall and Stephen Fulton, for the Monitor (FTI Consulting Canada Inc.)

Patrick Riesterer, for the Chief Restructuring Officer of the Applicants

Michael Byers, for Craig Warnock

Serge Khallughlian and Charles Wright, for the Ad Hoc Committee of Purchasers of Applicants’ Securities, including the Plaintiff in the Ontario Securities Class Action

Mary Margaret Fox, for ACE Insurance Company

Doug McInnis, for Axis Reinsurance Company

Brendan O’Neill and Carolyn Descours, for the Ad Hoc Committee of Noteholders

Rebecca Wise, for Albert Mondor, Michael Shaw, Ron Chicoyne, William Dunn and Robert Gibson

Ilan Ishai, for the McCann Entities

David Hoffner, U.S. Counsel for the Monitor in Chapter 14 Proceedings

HEARD and ENDORSED: November 19, 2015

REASONS: December 23, 2015

ENDORSEMENT

Class counsel fee Approval – securities plaintiffs

[1] The Ad Hoc Committee of Purchasers of the Applicants Securities, including the Plaintiff in the Ontario Securities Class Action (“Securities Plaintiffs”) move for an order approving the fees and disbursements of Siskinds LLP, Siskinds Desnueles (together “Siskinds” or “Canadian Class Counsel”), Kirby McInerney LLP (“Kirby McInerney”) and Hoffner LLP (“Hoffner”; together with Kirby McInerney (“US Class Counsel”) and, collectively with Canadian Class Counsel “Class Counsel”) in the amount of Cdn. $3,484,375.05 in fees plus applicable taxes and Cdn. $106,177.64 in disbursements.

[2] At the conclusion of submissions, the motion was granted with reasons to follow. These are the reasons.

[3] The requested fee represents 25.29% of the Canadian $13,779,167 settlement amount (“Settlement Amount”) to be paid in settlement of the Securities Class Actions (“Securities Settlement”) as reflected in the D&O/Insurer Global Settlement Agreement dated September 22, 2015 (“Settlement Agreement”).

[4] Counsel submits that the fee request is fair and reasonable given the success achieved by the Securities Settlement and the risks that Class Counsel assumed in acting on a contingency fee basis. In particular:

a. the fee request is lower that what the retainer agreements between Class Counsel and the Plaintiffs would allow;

b. the fee request is below the range of fee percentages that Ontario and US Federal Courts have repeatedly endorsed as being fair and reasonable;

c. the Securities Settlement represents a very good recovery for the Securities Purchasers of Cash Store;

d. Class Counsel took on significant risk for claims against the Defendants because of multiple legal and practical impediments to establishing liability and recovering damages under Canadian and US law; and

e. Class Counsel took on the risk of no success and minimal recovery in this action.

[5] Counsel submitted a detailed factum setting out the factual background and the legal basis for the request.

[6] It is noted that the Plaintiffs in the Securities Class Actions have approved the fee request. Counsel points out that it has engaged in a broad notice program to provide notice of the proposed fee and disbursement request, including direct notice to the securities claimants, and sought any objections relating to fees.

[7] Canadian Class Counsel received objections to the fee request from three entities (which appear to be related) stating that the fee request is too high. Counsel submits that these objectors do not appear to be aware of the risks undertaken and success achieved by Class Counsel in the Securities Class Action. I accept the submissions of Canadian Class Counsel on this point.

[8] I am satisfied that the fee requests fit within the range of reasonableness, based on comparison with other class proceedings. I accept that the fee award is both fair and reasonable.

[9] The fee requests are, accordingly, approved.

[10] Class Counsel has also requested approval of an honorarium of $2,000 each for the Ontario and Alberta Plaintiffs, David Fortier and Darren Hughes and $1,000 each for the Quebec Plaintiffs, Marianne Dessis and Jean Jacques Fornier, for a total of $6,000 to be paid from Class Counsel fees.

[11] I am satisfied that these nominal amounts are reasonable in the circumstances and they are approved.

[12] An order was signed to give effect to the foregoing has been signed.

Regional Senior Justice Morawetz

Date: December 23, 2015