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Notice of Creditors Meeting

R.S.C. 1985, c. C-36, AS AMENDED




TO:     The Affected Creditors of H.B. White Canada Corp. (“HBW”)

NOTICE IS HEREBY GIVEN that a meeting of the Affected Creditors of HBW will be held on October 17, 2016 at 2:00 p.m. at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 (the “Creditors’ Meeting”) for the following purposes:

1.    to consider and, if deemed advisable, to pass, with or without variation, a resolution (the “Resolution”) approving the Plan of Compromise and Arrangement of HBW pursuant to the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) dated September 18, 2016 (as amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof, the “Plan”); and

2.    to transact such other business as may properly come before the Creditors’ Meeting or any adjournment or postponement thereof.

The Creditors’ Meeting is being held pursuant to an order (the “Meeting Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) made on September 19, 2016.

Capitalized terms used and not otherwise defined in this Notice have the respective meanings given to them in the Plan.

The Plan contemplates the compromise of Claims of the Affected Creditors. Quorum for the Creditors’ Meeting has been set by the Meeting Order as the presence, in person or by Proxy, at the Creditors’ Meeting of one Affected Creditor with a Voting Claim.

In order for the Plan to be approved and binding in accordance with the CCAA, the Resolution must be approved by that number of Affected Creditors representing at least a majority in number of Voting Claims, whose Affected Claims represent at least two-thirds in value of the Voting Claims of Affected Creditors who validly vote (in person or by Proxy) on the Resolution at the Creditors’ Meeting or were deemed to vote on the Resolution as provided for in the Meeting Order (the “Required Majority”). Each Eligible Voting Creditor will be entitled to one vote at the Creditors’ Meeting, which vote will have the value of such person’s Voting Claim as determined in accordance with the Claims Procedure Order and the Meeting Order. If approved by the Required Majority, the Plan must also be sanctioned by the Court under the CCAA. Subject to the satisfaction of the other conditions precedent to implementation of the Plan, all Affected Creditors will then receive the treatment set forth in the Plan. 

Deemed Voting in Favour of the Plan
Convenience Class Creditors will be deemed to vote in favour of the Plan.

Forms and Proxies

Convenience Class Claim Election

Affected Creditors with one or more Proven Claims in an amount in excess of $10,000 may file with the Monitor a Convenience Class Claim Declaration, pursuant to which such Affected Creditor may elect to be treated as a Convenience Class Creditor and receive only the Cash Elected Amount of $10,000 and shall be deemed thereby to vote in favour of the Plan, prior to 2:00 p.m. (Toronto Time) on October 16, 2016, or 24 hours (excluding Saturdays, Sundays and statutory holidays) prior to any adjourned, postponed or rescheduled Creditors’ Meeting, or deposit such Convenience Class Claim Declaration with the Chair at the Creditors’ Meeting (or any adjournment, postponement or other rescheduling thereof) immediately prior to the vote at the time specified by the Chair (the “Election/Proxy Deadline”).

Proxy Form

An Affected Creditor may attend at the Creditors’ Meeting in person or may appoint another person as its proxyholder by inserting the name of such person in the space provided in the form of Proxy provided to Affected Creditors by the Monitor, or by completing another valid form of Proxy. Persons appointed as proxyholders need not be Affected Creditors.

In order to be effective, proxies must be received by the Monitor at Alvarez & Marsal Canada Inc., 200 Bay Street, Suite 2900, P.O. Box 22, Toronto, ON M5I 2J1 (Attention: Joshua Nevsky), facsimile: 416.847.5201, email:, prior to the Election/Proxy Deadline.

If an Affected Creditor (other than those who are deemed to vote in favour of the Plan as set out above) specifies a choice with respect to voting on the Resolution on a Proxy, the Proxy will be voted in accordance with the specification so made. In absence of such specification, a Proxy will be voted FOR the Resolution provided that the proxyholder does not otherwise exercise its right to vote at the Creditors’ Meeting.

NOTICE IS ALSO HEREBY GIVEN that if the Plan is approved by the Required Majority at the Creditors’ Meeting, HBW intends to bring a motion before the Court on October 24, 2016 at 10:00 a.m. (Toronto time) at the Court located at 330 University Avenue, Toronto, Ontario M5G 1R8. The motion will be seeking the granting of the Sanction Order sanctioning the Plan under the CCAA and for ancillary relief consequent upon such sanction. Any Affected Creditor that wishes to appear or be represented, and to present evidence or arguments, at such Court hearing must file with the Court a Notice of Appearance and serve such Notice of Appearance on the Service List at least seven (7) days before such Court hearing. Any Affected Creditor that wishes to oppose the relief sought at such Court hearing shall serve on the Service List a notice setting out the basis for such opposition and a copy of the materials to be used at such hearing at least six (6) days before the date set for such hearing, or such shorter time as the Court, by Order, may allow. A copy of the Service List may be obtained by contacting the Monitor at the particulars set out above or from the Monitor’s website set out below.

This Notice is given by HBW pursuant to the Meeting Order.

You may view copies of the documents relating to this process on the Monitor’s website at

DATED this 18th day of September, 2016.