Court File and Parties

COURT FILE NO.: CV-18-00590812-00CL DATE: 2023-05-09 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 CARILLION CANADA HOLDINGS INC., CARILLION CANADA INC., CARILLION CANADA FINANCE CORP., CARILLION CONSTRUCTION INC., CARILLION PACIFIC CONSTRUCTION INC., CARILLION SERVICES INC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIRE INC., OUTLAND CAMPS INC., OUTLAND RESOURCES INC., ROKSTAD POWER GP INC., 0891115 BC LTD., GOLDEN EARS PAINTING & SANDBLASTING LTD., PLOWE POWER SYSTEMS LTD. AND CARILLION GENERAL PARTNER (B.C.) LIMITED

Applicants

AND IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT AND THE RECEIVERSHIP OF 491313 B.C. LTD., CARILLION INVESTMENTS (CANADA) INC., 2447586 ONTARIO INC., TWD ROADS MANAGEMENT INC., VANBOTS CAPITAL CORPORATION AND CARILLION CANADA (WOHC) INC.

Debtors

BEFORE: Chief Justice Geoffrey B. Morawetz

COUNSEL: Mitch Grossell and Marco Gaspar, for the Monitor, Ernst & Young Inc. Thomas McRae, for Gilbert Steel Limited Harvey G. Chaiton, for the Board of Directors of the Applicants

HEARD AND DETERMINED: April 28, 2023

Endorsement

[1] At the conclusion of the hearing the motion was granted with reasons to follow. These are the reasons.

[2] The Monitor brings this motion for an extension of the Stay Period for an additional six months to October 31, 2023, and authorization to make distributions from the Bremner Project Settlement Proceeds Reserve and the Niagara Project Settlement Proceeds Reserve, each as defined in the Monitor’s Fortieth Report (the “Report”).

[3] The motion was not opposed.

[4] The relevant facts are more fully set out in the Report.

[5] The Monitor has been administering the claims process to determine and resolve a significant number of claims filed against the Applicants and Debtors.

[6] The two projects that are subject to the relief sought on this motion are the Bremner Project and the Niagara Project. Both construction projects are located in Ontario and the Construction Lien Act, R.S.O. 1990, c. C.30 (“Construction Lien Act”) applies.

[7] The Bremner Project Settlement Proceeds Reserve and the Niagara Project Settlement Proceeds Reserve constitute trust funds for the benefit of claimants who provided services or materials to the improvement of the Bremner Project or Niagara Project, respectively.

[8] The proposed interim distribution of the Construction Project Proceeds is as follows:

a. first, to the extent not already done, to the payment of any outstanding post-filing amounts incurred by subcontractors and trade vendors who provided post-filing good or services to the applicable construction project; b. second, Priority Claimants with Proven Priority Claims, in accordance with the applicable provisions of the Construction Lien Act, including those claimants who have a Lien Charge; c. third, after payment of all Proven Priority Claims in full, any remaining Construction Project Proceeds will be used to repay certain amounts outstanding pursuant to the Term Sheet Order dated December 19, 2018; and d. fourth, any remaining balance of the Construction Project Proceeds will be made available to the respective Applicant for the benefit of its general unsecured creditors.

[9] With respect to the Bremner Project, the Monitor estimates that Priority Claimants with Proven Priority Lien Claims will receive payment in full in respect of their Proven Priority Lien Claim. Following distribution to the Priority Lien Claimants, the Bremner Project Settlement Proceeds Reserve will have approximately $0.4 million available for distribution to other Priority Claimants (i.e. trust claimants without a lien claim) with asserted claims of approximately $0.7 million. Accordingly at this point in time, the Monitor estimates that Carillion Construction will make an interim distribution of at least 57% to other Priority Claimants with Proven Priority Claims.

[10] With respect to the Niagara Project, all Priority Claimants with Proven Priority Claims will receive payment in full in respect of their Proven Priority Claims. Following these final distributions to Priority Claimants, Carillion Construction will repay certain pre-filing amounts outstanding to its construction counsel and then transfer the remaining amount (approximately $1.1 million) to Carillion Canada.

[11] I am satisfied that the proposed distributions from the Bremner Project and the Niagara Project are in accordance with provisions of the Construction Lien Act and are appropriate in the circumstances.

[12] Pursuant to section 11.02 of the CCAA, the Court may grant an extension of a stay of proceedings if: (i) the applicant satisfies the Court that an extension of the stay of proceedings is appropriate, and (ii) the Court is satisfied that the applicant has acted, and is acting, in good faith and with due diligence.

[13] The Applicants are projected to have sufficient cash over the proposed extended Stay Period to fund the activities of the Applicants. The Monitor believes that the length of the stay extension is reasonable in the circumstances and is in the best interests of the stakeholders.

[14] Having reviewed the record and hearing submissions, I am satisfied that the Applicants are working in good faith and with due diligence such that the request to extend the Stay Period to October 31, 2023 is reasonable in the circumstances.

[15] The motion is granted and the order has been signed.

Chief Justice Geoffrey B. Morawetz Date: May 9, 2023