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Without Prejudice

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Without Prejudice

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    3. We are here to discuss Foundation Capital and offer clarity about money you invested with their company. The two specifically in Legacy & Airdrie. We are here to discuss certain decisions that were made by the current management and CEO Ron Aitkens and our duties as the UCC are to review the information that we have obtained today from the public record and from the Monitor and explain this information to you and how it affects your investment in Foundation Capital Corp. We are here to discuss Foundation Capital and offer clarity about money you invested with their company. The two specifically in Legacy & Airdrie. We are here to discuss certain decisions that were made by the current management and CEO Ron Aitkens and our duties as the UCC are to review the information that we have obtained today from the public record and from the Monitor and explain this information to you and how it affects your investment in Foundation Capital Corp.

    4. Let me start by explaining who we the UCC are… Court Sanctioned Credit Committee to Advocate For Investors in today’s legal Creditor Protection proceedings. We are made up of 6 members… Kyle Brown and Dr. Gans who I have been working on this from the very beginning. Kyle saw a lack of progress as an every day investors and started fighting to be heard and to understand what the company had been doing for the past 5 years. I started looking into the information posted by the monitor when I received my notice as an investor and started looking for others like me that felt there were some issues and needed oversight. Kyle and I met in Calgary with Dr. Gans and began working on solutions. We interviewed and consulted with law firms and hired David Mann and David Legeyt with FMC The “UCC” Unsecured Creditors Committee, is made up of 3 more members.  Serve as representatives of the unsecured creditors under the “CCAA” Companies’ Creditors Arrangement Act (Canada) Everyone on our committee is dedicated to helping investors. Let me start by explaining who we the UCC are… Court Sanctioned Credit Committee to Advocate For Investors in today’s legal Creditor Protection proceedings. We are made up of 6 members… Kyle Brown and Dr. Gans who I have been working on this from the very beginning. Kyle saw a lack of progress as an every day investors and started fighting to be heard and to understand what the company had been doing for the past 5 years. I started looking into the information posted by the monitor when I received my notice as an investor and started looking for others like me that felt there were some issues and needed oversight. Kyle and I met in Calgary with Dr. Gans and began working on solutions. We interviewed and consulted with law firms and hired David Mann and David Legeyt with FMC The “UCC” Unsecured Creditors Committee, is made up of 3 more members.  Serve as representatives of the unsecured creditors under the “CCAA” Companies’ Creditors Arrangement Act (Canada) Everyone on our committee is dedicated to helping investors. 

    5. I would like to start out by giving you a bit of my background and how I became involved in all of this. In 2006 I invested in an investment in Airdrie and like you I was presented what at the time looked like a fantastic property. I investigated the property and got to know the Management and staff at the time and liked it so much that I started to refer my clients to Foundation Capital for them to invest in Airdrie and other projects. I have been in the financial services for over 13 years and have a background and education in Finance, accounting , tax and investments and in 2006 I believed in Foundation Capital. Just like you I believe in their story but in 2009 I started becoming suspicious of the story. I still like the fundamentals of the different land projects that they had on their shelf but it was becoming harder and harder to believe the story as none of the projects had been successfully completed and there seemed to be a lack of financial transparency. We were not receiving Financial Statements or Full communications on the status of our projects. It was at that time where I stopped referring business to Foundation Capital. It is not easy to stand here today and tell you all of this information but We as investors must understand all of the information and the truth even if it is hard to hear. What I am presenting today are the facts that are in the public record. I am here to present the facts so that investors can understand them and we can move forward with a clear vision to attempt to maximize the recovery of our investment. Some people will be upset about some of those facts. Some people will construe this message negatively and that is not my intention. Unfortunately I cannot change the facts and how they might make you feel, I can only speak about the truth and help everyone to understand the information that brought us here today. I have been doing the forensic to try and understand the information on the Monitor’s website. The information I have gathered and put together is completely pro-bono. I am here as an investor just like you and I am here to understand the facts.I would like to start out by giving you a bit of my background and how I became involved in all of this. In 2006 I invested in an investment in Airdrie and like you I was presented what at the time looked like a fantastic property. I investigated the property and got to know the Management and staff at the time and liked it so much that I started to refer my clients to Foundation Capital for them to invest in Airdrie and other projects. I have been in the financial services for over 13 years and have a background and education in Finance, accounting , tax and investments and in 2006 I believed in Foundation Capital. Just like you I believe in their story but in 2009 I started becoming suspicious of the story. I still like the fundamentals of the different land projects that they had on their shelf but it was becoming harder and harder to believe the story as none of the projects had been successfully completed and there seemed to be a lack of financial transparency. We were not receiving Financial Statements or Full communications on the status of our projects. It was at that time where I stopped referring business to Foundation Capital. It is not easy to stand here today and tell you all of this information but We as investors must understand all of the information and the truth even if it is hard to hear. What I am presenting today are the facts that are in the public record. I am here to present the facts so that investors can understand them and we can move forward with a clear vision to attempt to maximize the recovery of our investment. Some people will be upset about some of those facts. Some people will construe this message negatively and that is not my intention. Unfortunately I cannot change the facts and how they might make you feel, I can only speak about the truth and help everyone to understand the information that brought us here today. I have been doing the forensic to try and understand the information on the Monitor’s website. The information I have gathered and put together is completely pro-bono. I am here as an investor just like you and I am here to understand the facts.

    6. I am also the current chair for the UCC. As well the court filing has added foundations projects in Railside and Foundation place to our mandate. While I recognize that there may be Railside and Foundation Place investors in the room we have not had enough time to review these other than on a very high and we will be look to expand the committee to add 2 investors from each of those projects plus one more for Legacy. I am also the current chair for the UCC. As well the court filing has added foundations projects in Railside and Foundation place to our mandate. While I recognize that there may be Railside and Foundation Place investors in the room we have not had enough time to review these other than on a very high and we will be look to expand the committee to add 2 investors from each of those projects plus one more for Legacy.

    7. Companies’ Creditors Arrangement Act (Canada) Protects the Debtors from its Creditors while it goes through the restructuring process.  Ron Aitkens filed for CCAA protection on Legacy & Airdrie investments, Initially on December 21,2011Companies’ Creditors Arrangement Act (Canada) Protects the Debtors from its Creditors while it goes through the restructuring process.  Ron Aitkens filed for CCAA protection on Legacy & Airdrie investments, Initially on December 21,2011

    8. Just to clarify this situation: The company and management is the debtor in this case that has filed for protection from its creditors (bondholder) while it goes through restructuring. The Monitor is an officer of the court put in place to supervise the process and undertake specific investigations as required Whats interesting is that these lands don’t have third party debt the creditors are us… the investors. So the company is protecting them selves from us, the investors. The very people that invested the money with them in the first place. And we are paying for it. Just to clarify this situation: The company and management is the debtor in this case that has filed for protection from its creditors (bondholder) while it goes through restructuring. The Monitor is an officer of the court put in place to supervise the process and undertake specific investigations as required Whats interesting is that these lands don’t have third party debt the creditors are us… the investors. So the company is protecting them selves from us, the investors. The very people that invested the money with them in the first place. And we are paying for it.

    9. In the initial order The court has granted a charge against the land up to $975,000 This is Priority Cost over us the Bondholders.  First order granted up to $975,000 can be spent on administration and legal bills and development.  …….Second order filed in January increased that by $800,000  …………….$1,775,000 Total with Super-Priority over Investors!! In the initial order The court has granted a charge against the land up to $975,000 This is Priority Cost over us the Bondholders.  First order granted up to $975,000 can be spent on administration and legal bills and development.  …….Second order filed in January increased that by $800,000  …………….$1,775,000 Total with Super-Priority over Investors!! 

    11. This is close to $1.8 Million This is standard in a restructuring , however we must be cognisant that it is spent for the investors benefits and that some degree of a plan and cost – benefit analysis is done before this kind of money is spent. Up to this date we have only seen unilateral spending by the company without consultation with the investors or the UCC that is mandated by the court to review this spending and these plans. This is close to $1.8 Million This is standard in a restructuring , however we must be cognisant that it is spent for the investors benefits and that some degree of a plan and cost – benefit analysis is done before this kind of money is spent. Up to this date we have only seen unilateral spending by the company without consultation with the investors or the UCC that is mandated by the court to review this spending and these plans.

    12. The monitor is cooperative and independent 3rd party looking at this from unbiased standpoint. The monitor is cooperative and independent 3rd party looking at this from unbiased standpoint.

    13. Our duties include: -consultation with Debtors and the monitor at EY concerning all matters involving the CCAA Proceedings, including the Debtors’ restructuring plans We are to receive and review Many things such as reports prepared by the Monitor; information relating to, conduct of company, assets, liabilities and financial condition and operations of the debtors business the source and use of funds by the Debtors, the transfer, sale, refinancing or other disposition of all or part of the property and assets of the Debtors, and any other matter relevant to the formation of a restructuring plan; As well advise the Debtors, the Monitor and other stakeholders of the recommendations made by the Committee on any restructuring plan; and make application to the Court in respect of any matters relating to the operation, Our duties include: -consultation with Debtors and the monitor at EY concerning all matters involving the CCAA Proceedings, including the Debtors’ restructuring plans We are to receive and review Many things such as reports prepared by the Monitor; information relating to, conduct of company, assets, liabilities and financial condition and operations of the debtors business the source and use of funds by the Debtors, the transfer, sale, refinancing or other disposition of all or part of the property and assets of the Debtors, and any other matter relevant to the formation of a restructuring plan; As well advise the Debtors, the Monitor and other stakeholders of the recommendations made by the Committee on any restructuring plan; and make application to the Court in respect of any matters relating to the operation,

    14. Under our mandate we have the following information pertaining to your investments Starting with the Legacy Project. I will start with the legacy project because it is the most convoluted and poses the most questions. Lets start off by discussing what you invested in per the Offering Memorandum vs what has actually been Under our mandate we have the following information pertaining to your investments Starting with the Legacy Project. I will start with the legacy project because it is the most convoluted and poses the most questions. Lets start off by discussing what you invested in per the Offering Memorandum vs what has actually been

    15. Elbow valley land was a parcel of land 4 miles west of the city limits of Calgary close to the Glencoe Golf Course For all accounts and purposes this appears to be a reasonably good piece of property in a desirable location. Elbow valley land was a parcel of land 4 miles west of the city limits of Calgary close to the Glencoe Golf Course For all accounts and purposes this appears to be a reasonably good piece of property in a desirable location.

    16. A little over $35 Million was raised from approximately 1476 investors with the Objective of the OM being stated to acquire all 503 Acres A little over $35 Million was raised from approximately 1476 investors with the Objective of the OM being stated to acquire all 503 Acres

    17. Investors do not have title on full 503 acres the OM intended to buy.  Money raised to pay for the rest of land is not in the bank account. Investors do not have title on full 503 acres the OM intended to buy.  Money raised to pay for the rest of land is not in the bank account. 

    18. Ownership Structure What is more important than what originally put in the oms is what was actually done. The OM’s stipulated that it would purchase the lands through various methods, up front and through purchase options. This chart shows today’s ownership structure based on information aquired from the monitor Options to purchase the lands were purchased and today two of the options have been exercised Give ownership to legacy of 103 Acres Plus ownership that is Joint Tenants in Common with net benefit to Legacy of 100 Acres To date 203 Acres is actually owned by legacy. The option on the other 297 acres still has yet to be exercised and legacy needs $9 Million by 2017 to complete that purchase What is more important than what originally put in the oms is what was actually done. The OM’s stipulated that it would purchase the lands through various methods, up front and through purchase options. This chart shows today’s ownership structure based on information aquired from the monitor Options to purchase the lands were purchased and today two of the options have been exercised Give ownership to legacy of 103 Acres Plus ownership that is Joint Tenants in Common with net benefit to Legacy of 100 Acres To date 203 Acres is actually owned by legacy. The option on the other 297 acres still has yet to be exercised and legacy needs $9 Million by 2017 to complete that purchase

    19. Where Is The Money to Pay for The Other 400 Acres??  Where Is The Money to Pay for The Other 400 Acres?? 

    20. After the release of the first OM, Director, Ron Aitkens signed an Investment Agreement on behalf of Legacy Investors with his related company, Harvest Capital. This Investment Agreement Never disclosed to investors in the original OM or any OM’s issued after the agreement. Investment agreement was signed Dec 15, 2005. From Ron to Ron. No Witnesses. After the release of the first OM, Director, Ron Aitkens signed an Investment Agreement on behalf of Legacy Investors with his related company, Harvest Capital. This Investment Agreement Never disclosed to investors in the original OM or any OM’s issued after the agreement. Investment agreement was signed Dec 15, 2005. From Ron to Ron. No Witnesses.

    21. It’s not like these are direct investments Let me review this, investors invest their money with Legacy, legacy then enters into an investment agreement with Harvest Capital Mangement Inc. Promissory notes are made with Harvest Capital and reference the investments above, however, the monitors initial findings show that it appears that all of the money flowed through Ron Aitkens related company “125” . This raises a number of concerns for the UCC. It’s not like these are direct investments Let me review this, investors invest their money with Legacy, legacy then enters into an investment agreement with Harvest Capital Mangement Inc. Promissory notes are made with Harvest Capital and reference the investments above, however, the monitors initial findings show that it appears that all of the money flowed through Ron Aitkens related company “125” . This raises a number of concerns for the UCC.

    22. Flow of Funds After our discussions with the monitor I thought it might be best to try and make a flow chart to understand his findings with regards the flow of money and issues that the UCC is concerned about with respect to the Promissory notes. First of all, the only agreement that was disclosed to Legacy investors in the OM was the Management Agreement with Foundation Capital Then Legacy made an investment agreement with Harvest Capital management and Harvest capital management was to send the money to the indicated investments. However the Monitors report shows that the money flowed from legacy to the related co. “125” It is unclear why the promissory note was issued in the name of Harvest when the funds were paid to 125 . We are investigating this further. Apparently no contracts exist with 125 which makes it unclear on how we make a claim against 125 After our discussions with the monitor I thought it might be best to try and make a flow chart to understand his findings with regards the flow of money and issues that the UCC is concerned about with respect to the Promissory notes. First of all, the only agreement that was disclosed to Legacy investors in the OM was the Management Agreement with Foundation Capital Then Legacy made an investment agreement with Harvest Capital management and Harvest capital management was to send the money to the indicated investments. However the Monitors report shows that the money flowed from legacy to the related co. “125” It is unclear why the promissory note was issued in the name of Harvest when the funds were paid to 125 . We are investigating this further. Apparently no contracts exist with 125 which makes it unclear on how we make a claim against 125

    23. And how about the Alberta Advantage. I don’t know about you, but I did not invest in Panama or a Wind Farm in Ontario. And I find it bothersome that over the last 5 years I have not received any sort of disclosure on these investments or their performance. And how about the Alberta Advantage. I don’t know about you, but I did not invest in Panama or a Wind Farm in Ontario. And I find it bothersome that over the last 5 years I have not received any sort of disclosure on these investments or their performance.

    24. Legacy Investors don’t have $9,000,000 to exercise the option to purchase remaining 400 acres of land that they invested the money in.   Investors have not seen any liens or title against the lands or investment projects that their funds were invested in. No Security in the investments that we are aware of. Legacy Investors don’t have $9,000,000 to exercise the option to purchase remaining 400 acres of land that they invested the money in.  Investors have not seen any liens or title against the lands or investment projects that their funds were invested in. No Security in the investments that we are aware of.

    25. I apologize for the amount of detail on this slide. The information is from the monitors draft report and the intention of this is to show you a summary of the variance from what was expected based on the OM and what actually happened with the funds. The monitor uses bank statements and company records to come up with these calculations. I’m not going to spend too much time on the $9.5 million dollar variance due to the investments made on your behalf. What I do want to note is the variance in the column under payments to affiliated entities, management fees and unknown transactions. There is a variance of over $1.2 million dollars from the money that was expected per the OM to the actual payments made. I apologize for the amount of detail on this slide. The information is from the monitors draft report and the intention of this is to show you a summary of the variance from what was expected based on the OM and what actually happened with the funds. The monitor uses bank statements and company records to come up with these calculations. I’m not going to spend too much time on the $9.5 million dollar variance due to the investments made on your behalf. What I do want to note is the variance in the column under payments to affiliated entities, management fees and unknown transactions. There is a variance of over $1.2 million dollars from the money that was expected per the OM to the actual payments made.

    26. The UCC has been questioned recently about why they were not willing to have Ron as a co-presenter in the presentations and I would like to address this.. We have are being told through outside sources that management wants to present their plan but they have yet to produce this plan to us. In addition, the messaging that they are sending out to clients that we have read does not seem to convey the current situation with accuracy. That is why we declined his requests Here are a few examples.. What it fails to do is clearly explain– that the “assembly” actually consists of only 203 acres on title and 297 acres are subject to a purchase option as we revealed in the earlier slide. What is also fails to do is mention that they don’t have the $9M to exercise the optionThe UCC has been questioned recently about why they were not willing to have Ron as a co-presenter in the presentations and I would like to address this.. We have are being told through outside sources that management wants to present their plan but they have yet to produce this plan to us. In addition, the messaging that they are sending out to clients that we have read does not seem to convey the current situation with accuracy. That is why we declined his requests Here are a few examples.. What it fails to do is clearly explain– that the “assembly” actually consists of only 203 acres on title and 297 acres are subject to a purchase option as we revealed in the earlier slide. What is also fails to do is mention that they don’t have the $9M to exercise the option

    27. How will time effectively deal with the fact that there is no working capital to develop this land and again we do not have the money to exercise the option. We need a plan, we need to understand how more time will help management to accomplish their goals. To be honest , we find it quite disturbing that current management has yet to come up with a plan and they have had over 5 years to do this and now they are asking for more time. And how much time?? How will time effectively deal with the fact that there is no working capital to develop this land and again we do not have the money to exercise the option. We need a plan, we need to understand how more time will help management to accomplish their goals. To be honest , we find it quite disturbing that current management has yet to come up with a plan and they have had over 5 years to do this and now they are asking for more time. And how much time??

    28. How is do we know that this option is “in the Money” In the money means that someone would realize a profit by exercising the option. I would like to see a valuation from a “Chartered Financial Analyst to say that this option is in the money. We don’t know how they support this statement given that Legacy did not have an accurate appraisal at January 18, 2012. How is do we know that this option is “in the Money” In the money means that someone would realize a profit by exercising the option. I would like to see a valuation from a “Chartered Financial Analyst to say that this option is in the money. We don’t know how they support this statement given that Legacy did not have an accurate appraisal at January 18, 2012.

    29. No significant progress has been made developing the land, securing developers or finding a buyer in 5 years. There is no working capital available to pay for development and there is a variance of over $2.3 Million in cash of what was expected vs actual $9 Million needed to buy remaining lands invested in risky and illiquid assets. Funds are not available and may not be recoverable. No Disclosure to investors of investment agreement. Management has not demonstrated that they a viable plan for this land. No significant progress has been made developing the land, securing developers or finding a buyer in 5 years. There is no working capital available to pay for development and there is a variance of over $2.3 Million in cash of what was expected vs actual $9 Million needed to buy remaining lands invested in risky and illiquid assets. Funds are not available and may not be recoverable. No Disclosure to investors of investment agreement. Management has not demonstrated that they a viable plan for this land.

    30. Now I would like to talk about the investment in Airdrie. This picture is a picture of the actual Airdrie land. I don’t know about you but this is not what the picture on the brochure looked like when I bought this investment. Now I would like to talk about the investment in Airdrie. This picture is a picture of the actual Airdrie land. I don’t know about you but this is not what the picture on the brochure looked like when I bought this investment.

    31. No significant development over 5 years No disclosure of a sour gas well in OM No money in bank account available for working capital Management has not demonstrated a viable plan These are virtually the same concerns as we have on the legacy project No significant development over 5 years No disclosure of a sour gas well in OM – we don’t know today how the existance of this sour gas well affects the development or the value of the land and we are working to understand this. We think the bigger issue on the sour gas well is the lack of disclosure in the om and indicates that management did not feel the sour gas well was a material fact. No money in bank account available for working capital Management has not demonstrated a viable planThese are virtually the same concerns as we have on the legacy project No significant development over 5 years No disclosure of a sour gas well in OM – we don’t know today how the existance of this sour gas well affects the development or the value of the land and we are working to understand this. We think the bigger issue on the sour gas well is the lack of disclosure in the om and indicates that management did not feel the sour gas well was a material fact. No money in bank account available for working capital Management has not demonstrated a viable plan

    32. Id like to take the time to review the working capital now that we have a better understanding of the cash flows from the monitors draft report. What is also concerning is again the variances in payments to Affiliated entities and unknown transactions including overpayment of management fees. And if you look at the line with respect to commissions and fees , the monitor in his initial report indicates that there has been and overpayment of management fees to related companies for just over $475,000 The UCC finds this concerning added to the fact that there is only $3982 in the bank account. As we walk through this slide you can see that Ron’s related company originally paid $5.6 Mill and sold this land to the Airdrie investment for $12,000,000 taking an upfront life of $6.4 MillionId like to take the time to review the working capital now that we have a better understanding of the cash flows from the monitors draft report. What is also concerning is again the variances in payments to Affiliated entities and unknown transactions including overpayment of management fees. And if you look at the line with respect to commissions and fees , the monitor in his initial report indicates that there has been and overpayment of management fees to related companies for just over $475,000 The UCC finds this concerning added to the fact that there is only $3982 in the bank account. As we walk through this slide you can see that Ron’s related company originally paid $5.6 Mill and sold this land to the Airdrie investment for $12,000,000 taking an upfront life of $6.4 Million

    34. Railside Business Park  Land purchased to create 107 lot industrial park in Millet  Foundation Place Parcel of land consisting of approx. 10,656 square feet located on SW corder of 1st St SE and 17th Ave SE in Calgary. Zoned for development of 3 Story commercial office and retail space.   Railside Business Park  Land purchased to create 107 lot industrial park in Millet  Foundation Place Parcel of land consisting of approx. 10,656 square feet located on SW corder of 1st St SE and 17th Ave SE in Calgary. Zoned for development of 3 Story commercial office and retail space.   

    35. While we have not had a lot of time to digest all of the information on Railside we have some initial concerns about and we start seeing more of the same. No significant development progress.  Lift Taken on Property  = increased cost base to investors. No Working Capital in Account OM has $8.8 Million designated and as you will see in the balance sheets there is not money in the account Title on one of the parcels of land for 161 acres submitted in filing. Two parcels in OM for a total of 320 acres Balance sheet shows considerable activity over a period of 27 days.   While we have not had a lot of time to digest all of the information on Railside we have some initial concerns about and we start seeing more of the same. No significant development progress.  Lift Taken on Property  = increased cost base to investors. No Working Capital in Account OM has $8.8 Million designated and as you will see in the balance sheets there is not money in the account Title on one of the parcels of land for 161 acres submitted in filing. Two parcels in OM for a total of 320 acres Balance sheet shows considerable activity over a period of 27 days.  

    36. So lets start with the lift…. “125” purchased the land originally as stated in the oM for $15,100,000 125 then sold to the Railside investors for $22,500,000 this works out to a syndication lift of $7.4 million While this might seem hard to swallow it based on the numbers but if the proforma’s makes sense this may not be an issue. What concerns me is the fact that the $70,000 per acre is based on Railside owning 320 acres and we have yet to see the title on 160 acres. So lets start with the lift…. “125” purchased the land originally as stated in the oM for $15,100,000 125 then sold to the Railside investors for $22,500,000 this works out to a syndication lift of $7.4 million While this might seem hard to swallow it based on the numbers but if the proforma’s makes sense this may not be an issue. What concerns me is the fact that the $70,000 per acre is based on Railside owning 320 acres and we have yet to see the title on 160 acres.

    37. But my biggest concerns are with the balance sheet. On March 15th the company filed a balance sheet that showed that Ron’s company “125” owes railside over $6.2 million dollars. That starts concerning us when look at the fact that $9.5 million of Legacy’s money flowed through “125” as well. This is why it is so important that the monitor has requested “inspectorship of 125 and Harvest as well as another related company 133. But my biggest concerns are with the balance sheet. On March 15th the company filed a balance sheet that showed that Ron’s company “125” owes railside over $6.2 million dollars. That starts concerning us when look at the fact that $9.5 million of Legacy’s money flowed through “125” as well. This is why it is so important that the monitor has requested “inspectorship of 125 and Harvest as well as another related company 133.

    38. Changes In Balance Sheet?? What shocked me even more was the submission late Tuesday afternoon of a New balance sheet in which a considerable amount of activity has happened in the company records causing the “Due from 125” to be completely removed and replaced with capitalized development costs. What shocked me even more was the submission late Tuesday afternoon of a New balance sheet in which a considerable amount of activity has happened in the company records causing the “Due from 125” to be completely removed and replaced with capitalized development costs.

    39. Lastly are our initial concerns with Foundation place. Im not really sure if I need to read these out as again it is more of the same. No significant development progress.  Lift Taken on Property  $1,440,000= increased cost base to investors.  No working capital in bank account to develop $27,735.70. ($2,891,250 designated) Balance sheet $1,582,500 in Investments with no description of where the money is invested. Lastly are our initial concerns with Foundation place. Im not really sure if I need to read these out as again it is more of the same. No significant development progress.  Lift Taken on Property  $1,440,000= increased cost base to investors.  No working capital in bank account to develop $27,735.70. ($2,891,250 designated) Balance sheet $1,582,500 in Investments with no description of where the money is invested.

    40. These are brand new filings at a very high level. This line shows $1.5 million in investments with no detail of what those investments are in. If Legacy is any indication of what management things is a good safe and liquid investment who know where the money is from foundation place These are brand new filings at a very high level. This line shows $1.5 million in investments with no detail of what those investments are in. If Legacy is any indication of what management things is a good safe and liquid investment who know where the money is from foundation place

    41. No significant development progress on ANY of the projects.  No working capital in ANY of the accounts to develop or exercise options.  Money taken out of projects or missing without any supporting reason.  Failure to disclose significant material information or contracts.  Huge syndication lifts on front end = High cost base to investors.  No significant development progress on ANY of the projects.  No working capital in ANY of the accounts to develop or exercise options.  Money taken out of projects or missing without any supporting reason.  Failure to disclose significant material information or contracts.  Huge syndication lifts on front end = High cost base to investors. 

    42. Do you see a pattern What we see is a company who is brilliant at raising capital but seems to lack the competence to bring any of those capital projects to successfull completion. We know the markets have been bad…. However, many companies have still successfully developed in Alberta in the last 5 years! To say that all of this is due to bad markets and a slowing economy is inaccurate at best. What I see is a pattern of taking money from investors and not doing what was said with that money. Now We expect that there are challenges in the economy…. However These challenges seem to be more linked to management then the overall economy. Do you see a pattern What we see is a company who is brilliant at raising capital but seems to lack the competence to bring any of those capital projects to successfull completion. We know the markets have been bad…. However, many companies have still successfully developed in Alberta in the last 5 years! To say that all of this is due to bad markets and a slowing economy is inaccurate at best. What I see is a pattern of taking money from investors and not doing what was said with that money. Now We expect that there are challenges in the economy…. However These challenges seem to be more linked to management then the overall economy.

    43. Many have asked what we as the UCC have been doing. Up to this point we have been working hard gathering information from the OM’s, the monitor and material agreements as well as Ron’s legally sworn affidavit which you can view on the monitors website . One of the reasons why we were formed was to provide a forum where investors would have access to reliable information and opportunity to speak with with others in the same position. We know that there are lots of rumors that flow out in these types of situations and if you want clarity we are trying to offer that. We are holding meetings trying to have open and transparent conversations about what has been done with your hard earned money. Work to with current management to understand their developments plans. Which we understand is still forthcoming and we still have requests from the company that have been outstanding for over 2 months. Fellow investors, we are not here to tell you a story. Management has been telling you a story for the past 5 years. We are here to inform you about the facts. We continue to have ongoing discussions with the monitor on the flow of funds in these projects as well as we have begun investigating Railside and Foundation place that were recently filed into the current filings. Many have asked what we as the UCC have been doing. Up to this point we have been working hard gathering information from the OM’s, the monitor and material agreements as well as Ron’s legally sworn affidavit which you can view on the monitors website . One of the reasons why we were formed was to provide a forum where investors would have access to reliable information and opportunity to speak with with others in the same position. We know that there are lots of rumors that flow out in these types of situations and if you want clarity we are trying to offer that. We are holding meetings trying to have open and transparent conversations about what has been done with your hard earned money. Work to with current management to understand their developments plans. Which we understand is still forthcoming and we still have requests from the company that have been outstanding for over 2 months. Fellow investors, we are not here to tell you a story. Management has been telling you a story for the past 5 years. We are here to inform you about the facts. We continue to have ongoing discussions with the monitor on the flow of funds in these projects as well as we have begun investigating Railside and Foundation place that were recently filed into the current filings.

    44. I would like to taker that last point further… So here are your options…. As we see it today we have 2 options Keep current management in place and continue waiting for their plan… They have had 3 months to come up with this plan and we have yet to see it Actually they have had over 5 years to come up with a plan! And have not done this yet. If this was a publicly traded company the Director of this company would have been fired from the board of directors years ago. Why do you ask…. Because of the pattern. The pattern of raising a bunch of money from investors and not having any successful outcomes on their projects. A pattern of taking huge profits on the front end and being overpaid in management fees and a pattern of treating your money like it is their own and doing things with that money that you never agreed to and that were never disclosed to you! Is this the management that you want handling your assets on a go forward basis? I know a lot of rumors have been circulating around that the only choice is to stay with current management or the lands will go into receivership and be sold at a fire sale price and frankly this is untrue. This is why it is so important that investors communicate directly with the UCC to get the correct facts and be fully informed of your options. And that is why we think the other option at this point is to remove current management appoint a new manager to work with the UCC and the monitor to come up with options for these lands. This manager would put out requests for proposals to Good Reputable developers. We need a developer that can see our visions with these lands and work to assist us to maximize the potential of these lands or understand if it makes more sense to sell the land and wait till the right time to do this. We need to go through a process, we need to see numbers … proforma’s, budgets and plans. We need developers who have money to develop these lands and are willing to use their own capital with our equity to develop the land for the benefit for the investors. Not the benefit of current management. We need to be able to appoint a new manager and look for these options. Can I get a show of hands in the room, how many people would like to see us go through this process. Solicit information from Chief Restructuring Officers. (CRO’s) who could better respond to our questions, add transparency and offer go forward plan to determine the viability of each of these projects and assist with the selection with the best alternatives to use to maximize the value of these projects.  I would like to taker that last point further… So here are your options…. As we see it today we have 2 options Keep current management in place and continue waiting for their plan… They have had 3 months to come up with this plan and we have yet to see it Actually they have had over 5 years to come up with a plan! And have not done this yet. If this was a publicly traded company the Director of this company would have been fired from the board of directors years ago. Why do you ask…. Because of the pattern. The pattern of raising a bunch of money from investors and not having any successful outcomes on their projects. A pattern of taking huge profits on the front end and being overpaid in management fees and a pattern of treating your money like it is their own and doing things with that money that you never agreed to and that were never disclosed to you! Is this the management that you want handling your assets on a go forward basis? I know a lot of rumors have been circulating around that the only choice is to stay with current management or the lands will go into receivership and be sold at a fire sale price and frankly this is untrue. This is why it is so important that investors communicate directly with the UCC to get the correct facts and be fully informed of your options. And that is why we think the other option at this point is to remove current management appoint a new manager to work with the UCC and the monitor to come up with options for these lands. This manager would put out requests for proposals to Good Reputable developers. We need a developer that can see our visions with these lands and work to assist us to maximize the potential of these lands or understand if it makes more sense to sell the land and wait till the right time to do this. We need to go through a process, we need to see numbers … proforma’s, budgets and plans. We need developers who have money to develop these lands and are willing to use their own capital with our equity to develop the land for the benefit for the investors. Not the benefit of current management. We need to be able to appoint a new manager and look for these options. Can I get a show of hands in the room, how many people would like to see us go through this process. Solicit information from Chief Restructuring Officers. (CRO’s) who could better respond to our questions, add transparency and offer go forward plan to determine the viability of each of these projects and assist with the selection with the best alternatives to use to maximize the value of these projects.  

    45. So what can you do…. So what can you do….

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