Court File and Parties

COURT FILE NO.: CV-21-00661458-00CL DATE: 2024-01-30

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: ONTARIO SECURITIES COMMISSION, Applicant AND: BRIDGING FINANCE INC., BRIDGING INCOME FUND LP, BRIDGING MID-MARKET DEBT FUND LP, SB FUND GP INC., BRIDGING FINANCE GP INC., BRIDGING INCOME RSP FUND, BRIDGING MID-MARKET DEBT RSP FUND, BRIDGING PRIVATE DEBT INSTITUTIONAL LP, BRIDGING REAL ESTATE LENDING FUND LP, BRIDGING SMA 1 LP, BRIDGING INFRASTRUCTURE FUND LP, BRIDGING MJ GP INC., BRIDGING INDIGENOUS IMPACT FUND, BRIDGING FERN ALTERNATIVE CREDIT FUND, BRIDGING SMA 2 LP, BRIDGING SMA 2 GP INC., and BRIDGING PRIVATE DEBT INSTITUTIONAL RSP FUND, Respondents

BEFORE: Chief Justice Geoffrey B. Morawetz

COUNSEL: Grant Moffat, John L. Finnigan and Adam Driedger, for the Receiver PricewaterhouseCoopers Inc. Miranda Spence, Counsel for the SMA 2 Unitholders Robert Staley, Unitholder Representative Counsel Brendan Monahan, for CERIECO Canada Corp.

HEARD and DETERMINED: January 26, 2024 REASONS: January 30, 2024

Endorsement

[1] PricewaterhouseCoopers Inc. ("PWC"), in its capacity as Receiver and Manager of the assets, undertakings and properties (collectively, the "Property") of each of the Respondents (in such capacity, the "Receiver") brings this motion for an order:

(a) approving the proposed adjudication process (the "Claims Adjudication Process") for any Disputed Bridging Fund Claims arising in connection with the Claims and Unitholdings Identification Procedure;

(b) approving the appointment of the Honourable J. Douglas Cunningham, KC as Claims Officer (the "Claims Officer") to determine the validity, amounts, and/or status of each Disputed Bridging Fund Claims; and

(c) approving the Twentieth Report of the Receiver dated January 19, 2024 (the "Twentieth Report") and the activities described therein.

[2] There was no opposition to the motion and Representative Counsel supported the Receiver.

[3] The basis for the requested relief is set out in the Twentieth Report and is summarized in the factum filed by counsel to the Receiver.

[4] Having reviewed the Twentieth Report and hearing submissions, I am satisfied that it is appropriate to grant the Claims Adjudication Order, subject to certain adjustments to the Claims Adjudication Process.

[5] The Receiver proposed that there be limited procedural appeal rights and substantive appeal rights. Specifically, the Receiver suggested that none of the parties participating in the adjudication of a disputed claim should have any right to appeal with respect to any procedural or interlocutory orders made by the Claims Officer absent any manifest procedural unfairness. In addition, the Receiver suggested that any appeal to the court from the decision of the Claims Officer shall be solely based upon the evidentiary record that was before the Claims Officer and shall not constitute a hearing de novo.

[6] In many respects, the appointment of a Claims Officer results from a delegation of authority from the court. In my view, the role of the Claims Officer is to determine the validity, amount, and/or status of disputed claims. Issues relating to appeal rights or the standard of review remain to be determined by the court hearing the appeal and not by the Claims Officer adjudicating the claim. The proposed order has been modified accordingly.

[7] The Receiver also sought approval of the Twentieth Report. The Receiver reported that it had received no adverse comment with respect to the content of the Twentieth Report, including the activities of the Receiver described therein.

[8] I am satisfied that it is appropriate to approve the Twentieth Report.

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

Chief Justice Geoffrey B. Morawetz

Date: January 30, 2024