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Court File No. 08-CL-7832 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) ONTARIO SECURITIES COMMISSION Applicant - and - NEW LIFE CAPITAL CORP., NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE CAPITAL ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC., 1660690 ONTARIO LTD., 2126375 ONTARIO INC., 2108375 ONTARIO INC., 2126533 ONTARIO INC., 2152042 ONTARIO INC., 2100228 ONTARIO INC. and 2173817 ONTARIO INC. Respondents SUPPLEMENTAL REPORT TO THE THIRTEENTH REPORT TO THE COURT SUBMITTED BY KPMG INC. AS RECEIVER AND MANAGER October 1, 2019

ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

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Page 1: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

Court File No. 08-CL-7832

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

ONTARIO SECURITIES COMMISSION

Applicant

- and -

NEW LIFE CAPITAL CORP., NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE CAPITAL ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC., 1660690 ONTARIO

LTD., 2126375 ONTARIO INC., 2108375 ONTARIO INC., 2126533 ONTARIO INC., 2152042 ONTARIO INC., 2100228 ONTARIO INC. and 2173817 ONTARIO INC.

Respondents

SUPPLEMENTAL REPORT TO THE THIRTEENTH REPORT TO THE COURT SUBMITTED BY KPMG INC.

AS RECEIVER AND MANAGER

October 1, 2019

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Table of Appendices

Appendix

A Sotheby’s Sale Statement dated September 20, 2019

B Letter to Davis re: the Sotheby’s Auction results dated September 25, 2019

C A redacted copy of the letter to the third investor dated October 1, 2019

Page 3: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

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Table of Contents

1. Introduction - 4 -

2. The Watches - 5 -

3. Investor Loan Repayment - 6 -

4. Service List Response to the Motion Materials - 7 -

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1. Introduction 1.1 Purpose of this Supplemental Report

1.1.1 The purpose of this Supplemental Report (the “Supplemental Report”) to the Thirteenth Report to the Court of the Receiver dated August 29, 2019 (the “Thirteenth Report”) is to provide this Honourable Court with certain updates in relation to: (i) the Watches; and (ii) the Investor Loan Repayment.

1.1.2 All other capitalized terms used herein and not otherwise defined are as defined in the Thirteenth Report.

1.1.3 The Receiver has relied upon information and records available from the Companies and from third parties. KPMG has not conducted an audit or a review of any of the financial information available from the Companies and third parties. Accordingly, unless otherwise stated KPMG provides no opinion and does not provide any other form of assurance on the accuracy of any such information used to prepare this Report.

1.1.4 All references herein are to Canadian dollars unless otherwise noted. Certain information set out in earlier reports is reported herein for ease of reference.

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2. The Watches 2.1 The Watches

2.1.1 The Bahamian Assets included two luxury watches identified as BNLTY FLYING B N3 PAVE W/BRAC and CHRO EVOL RG LE PAVE MDP W/BRA (collectively, the “Watches”). The Receiver understands that the Watches, which are diamond encrusted and manufactured by Breitling SA, were purchased in 2008 for a combined retail price of USD$194,225.

2.1.2 As described in the Thirteenth Report, in order to obtain maximum exposure for the sale of the Watches, the Receiver entered into a consignment agreement with Sotheby’s Inc. (“Sotheby’s”) to have the Watches listed in a speciality online watch auction to be held from September 12 to 17, 2019 (the “Sotheby’s Auction”).

2.1.3 The Watches were sold at the Sotheby’s Auction for USD$23,750 and USD$21,250 respectively, which includes a buyer’s premium of 25% that is paid directly to Sotheby’s.

2.1.4 Proceeds from Sotheby’s, after accounting for their commission and other related charges, total USD$30,447. A copy of the Sotheby’s sale statement is attached as Appendix “A”.

2.1.5 In accordance with an agreement between the Receiver and Davis & Co. (“Davis”), a copy of which is attached as Appendix “O” of the Thirteenth Report, upon the sale of the Watches the Receiver agreed to pay Davis 25% or USD$20,000, whichever is greater, of the net proceeds in return for Davis relinquishing any and all claims to the net proceeds of the Watches.

2.1.6 On September 25, 2019, the Receiver wrote to Davis to inform them of the results of the Sotheby’s Auction and to confirm that payment of USD$20,000 will be sent to them shortly after receipt of the proceeds from Sotheby’s, being October 24, 2019. A copy of this letter is attached as Appendix “B”.

2.1.7 The remaining funds after payment to Davis (i.e. USD$10,447) will be distributed to the professionals, subject to the taxation of the professional fees by this Court, on a pro-rata basis as outlined in Section 7.2 of the Thirteenth Report. A table summarizing the remaining funds can be found below:

All amounts in USDWatch 1 Watch 2 Total

Gross Sales Price 23,750 21,250 45,000

Less: Buyer Premium (4,750) (4,250) (9,000) Commission (1,900) (1,700) (3,600) Property management fee (190) (170) (360) Illustration charge (300) (300) (600) Shipping and import duty (497) (497) (994)

(7,637) (6,917) (14,554)

Sotheby's Proceeds 16,113 14,333 30,447 Less: Davis Settlement (20,000)

Net Proceeds 10,447

The Watches

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3. Investor Loan Repayment 3.1 Investor Loans

3.1.1 As described in the Thirteenth Report, the Receiver has received written confirmation from two of the three individual investors of their agreement to the amount of principal and interest outstanding as at the date of the correspondence, as satisfaction in full of the Receiver’s obligation to the individual investor pursuant to the Investor Loan Agreement. The agreed amounts reflect a partial principal repayment of 50% of the original principal amount made by the Receiver on December 8, 2011.

3.1.2 The Receiver has been in continued dialogue with the third investor who has confirmed the amount of principal and interest outstanding as at the date of the correspondence, however, has also stated that they did not receive the initial repayment, being 50% of the principal amount and accrued interest thereon, which was sent by the Receiver on December 8, 2011 and totaled $15,246.58.

3.1.3 The Receiver has sent a copy of the cheque (#00075) and a copy of the Receiver’s bank statement showing the cheque being deposited on December 14, 2011 as evidence of the repayment to the individual investor.

3.1.4 The Receiver is satisfied that the initial repayment was made to the individual investor and therefore, subject to the Court’s approval, the Receiver will make the Investor Loan Repayment as satisfaction in full of the Receiver’s obligation to the individual investor pursuant to the Investor Loan Agreement. A redacted copy of the correspondence sent to the individual investor is attached as Appendix “C”.

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4. Service List Response to the Motion Materials 4.1 Service List Response to the Motion Materials

4.1.1 In response to the service of the motion materials, the Ontario Securities Commission confirmed that they do not oppose the motion.

All of which is respectfully submitted this 1 day of October, 2019.

KPMG INC., IN ITS CAPACITY AS THE COURT APPOINTED RECEIVER AND MANAGER OF NEW LIFE CAPITAL CORP., NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE

CAPITAL ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC., 1660690 ONTARIO LTD., 2126375 ONTARIO INC., 2108375 ONTARIO INC., 2126533 ONTARIO INC., 2152042

ONTARIO INC., 2100228 ONTARIO INC. and 2173817 ONTARIO INC.

____________________________ Nicholas Brearton President

Page 8: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

Appendix A

Page 9: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

1334 York AvenueNew York NY 10021+1 212 606 7000www.sothebys.com

Account number 51265082Date 20 September 2019

KPMG Inc., in its capacity as Receiver of New Life Capital et al.Mr Tim Montgomery333 Bay StreetSuite 4600TORONTO ON M5H 2S5CANADA

The status of your property in Watches OnlineSale N10036 - 12 September 2019

Thank you for consigning your property in our recent auction.

The auction has taken place and we are pleased to provide the detailsof the sale of your property. You can also see the results for theentire sale online at www.sothebys.com.

Sale statement

This shows the results of the sale and details your proceeds afterdeductions for any charges or expenses. Please note thatpayment will be made on 24 October 2019 provided that wehave received payment from the purchaser. In the event thepayment date falls on a Saturday, Sunday or bank holiday,payment will be due on the following business day withoutinterest on the extra day.

Register on Sothebys.comtoday

Activate your online account toview invoices, statements, managebids, bid online and check paymentstatuses.

To activate your account, [email protected].

For assistance, please contactChristina BohnSale AdministratorT +1 212 606 7184F +1 212 606 7014E [email protected]

Page 10: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

1334 York AvenueNew York NY 10021+1 212 606 7000www.sothebys.com

KPMG Inc., in its capacity as Receiver of New Life Capital et al.Mr Tim Montgomery333 Bay StreetSuite 4600TORONTO ON M5H 2S5CANADA

Account number 51265082Statement number 92992066Date & tax point 20 September 2019Sale currency USD

Sales results statement for Watches OnlineSale N10036 - 19 September 2019

LOT 92 (Item 9YB9F) - BREITLING: BENTLEY FLYING B -WHITE GOLD AND DIAMOND SET AUTOMATICWRISTWATCH WITH DATE CIRCA 2008

SOLD Hammer price $19,000.00-

Commission 10.00% on hammer price $1,900.00

Property management fee Covers property handling, property administration, and bearingliability for loss or damage to your property in our possession.

$190.00

Illustration charge $300.00

Lot total $16,610.00-

LOT 93 (Item 9YB9P) - BREITLING: CHRONOMATEVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATICCHRONOGRAPH W DATE C 2008

SOLD Hammer price $17,000.00-

Commission 10.00% on hammer price $1,700.00

Property management fee Covers property handling, property administration, and bearingliability for loss or damage to your property in our possession.

$170.00

Illustration charge $300.00

Lot total $14,830.00-

Your Net Sale Proceeds:$30,446.50

Payment will be made 35 daysafter the sale if buyer funds arereceived or the property isreleased.

Planned payment date:24 October 2019

In the event payment date falls ona weekend or bank holiday,payment will be made on thefollowing business day withoutinterest on the extra day.

Please note that this statementdoes not reflect any outstandingpurchases, loans or advances.

For assistance, please contactChristina BohnSale AdministratorT +1 212 606 7184F +1 212 606 7014E [email protected]

Page 1 of 2

continued on page 2

Page 11: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

KPMG Inc., in its capacity as Receiver of New Life Capital et al.

Account number 51265082Statement number 92992066Date & tax point 20 September 2019Sale currency USD

Sales results statement for Watches OnlineSale N10036 - 19 September 2019

Quote 15035398

Import duty (Item 9YB9F) $69.75

Import duty (Item 9YB9P) $69.75

Shipping charge $854.00

Total due to you $30,446.50-

For assistance, please contactChristina BohnSale AdministratorT +1 212 606 7184F +1 212 606 7014E [email protected]

Page 2 of 2

Page 12: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

Appendix B

Page 13: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

KPMG Inc. Bay Adelaide Centre 333 Bay Street Suite 4600 Toronto ON M5H 2S5 Canada

Telephone (416) 777-8500 Fax (416) 777-3364 Internet www.kpmg.ca

KPMG Inc. is a subsidiary of KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity.

Sent via email: [email protected] Davis & Co. Chambers 700 Bay Street East Nassau, The Bahamas Attention: Mr. Philip Davis September 25, 2019 Dear Mr. Davis, Re: New Life Capital et al. (“New Life” or the “Company”)

As you are aware, on December 17, 2008 an order was issued by the Ontario Superior Court of Justice, Commercial List appointing KPMG Inc. as receiver and manager (the “Receiver”) of the Company.

The Receiver writes further to a meeting held on August 23, 2017 between Nicholas Brearton of the Receiver and its counsel Diane Stewart, Darron Ellis of Davis & Co and yourself and the subsequent letter agreement dated September 6, 2017 (the “September 6th Agreement”) regarding two Breitling watches (the “Watches”) in your possession at that time, a copy of which is attached for your reference at Appendix A.

As per our letter dated April 5, 2019, a copy of which is attached for your reference at Appendix B, the Watches were placed into a specialty online watch auction with Sotheby’s Inc. (“Sotheby’s”) to be held in September, 2019 (the “Sotheby’s Auction”). Sotheby’s set the guide price for each individual watch at USD$15,000 to USD$30,000 with the reserve price set at the lower range (i.e. USD$15,000) per watch.

The Watches were sold at the Sotheby’s Auction for a combined total of USD$45,000 which includes a buyer’s premium of 25% which is payable directly to Sotheby’s. Proceeds from Sotheby’s, after accounting for their commission and other related charges, total USD$30,446.50 (the Receiver incurred other costs in realizing on the Watches but has not quantified these given the calculation of Davis & Co.’s economic interest in the Watches). A copy of the Sotheby’s sale statement is attached at Appendix C for your reference. Please note that these proceeds will be transferred to the Receiver on October 24, 2019.

In accordance with the September 6th Agreement, upon the sale of the Watches the Receiver agreed to pay Davis & Co. 25% or USD$20,000, whichever is greater, of the net proceeds in return for Davis & Co relinquishing any and all claims to the net proceeds of the Watches.

As such, the Receiver will courier a bank draft to the above noted address for the amount of USD$20,000 shortly after receipt of the net proceeds from Sotheby’s (i.e. October 24, 2019).

We also wish to advise that the Receiver will be updating the Court during the Receiver’s upcoming discharge application on October 4, 2019 as to the disposition of the Watches, including disclosing the contents of this letter, and seeking approval of its actions in this regard.

Page 14: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

If you have any queries regarding the above then please contact the undersigned on 416-777-8615.

Yours truly,

KPMG Inc. Solely in its capacity as Court Appointed Receiver of New Life Capital et al.

Per: Tim Montgomery Vice President

Page 15: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

Appendix C

Page 16: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

Sent via email to

October 1, 2019

Dear

Re: New Life Capital Corp. et al. – Investor Loan Agreement

As you are aware, KPMG Inc. was appointed receiver and manager (the “Receiver”) of New Life Capital Corp et al. (“New Life”) pursuant to Orders of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated December 17, 2008 and March 18, 2009.

Further to our recent correspondence regarding the Investor Loan, we thought it would be helpful to provide you with evidence of your receipt of the initial repayment, being 50% of the principal amount and accrued interest thereon, totaling $15,246.58. We therefore attach a copy of the cheque (#00075) totaling this amount made payable to yourself dated December 8, 2011 and a copy of the Receiver’s bank statement showing the cheque being deposited on December 14, 2011 as evidence of the repayment.

Therefore, subject to Court approval, the Receiver will make payment of the remaining 50% of the Investor Loan plus accrued interest to the date of settlement as satisfaction in full of the Receiver’s obligation to you pursuant to the Investor Loan Agreement.

Please contact the undersigned at 416-777-8615 or at [email protected] if you have any queries.

Yours truly,

KPMG Inc.

Solely in its capacity as Court Appointed Receiver of New Life Capital Corp. et al.

Per: Tim Montgomery Vice President

KPMG Inc. Bay Adelaide Centre 333 Bay Street Suite 4600 Toronto ON M5H 2S5

Telephone (416) 777-8500 Fax (416) 777-8818 www.kpmg.ca

Page 17: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH
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Page 19: ONTARIO SUPERIOR COURT OF JUSTICE ONTARIO SECURITIES … · 2019. 10. 1. · LOT 93 (Item 9YB9P) - BREITLING: CHRONOMAT EVOLUTION - PINK GOLD AND DIAMOND SET AUTOMATIC CHRONOGRAPH

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