April 4, 2018

Dear Shareholder,

On behalf of Board of Directors (“Directors”) and staff, we’d like to provide you with an update on some recent business developments for Sage Properties Corp. (“Sage”).

APRIL 17, 2018 COURT APPLICATION

As you may recall, the Prince of Peace development (POP), including Sage’s properties of the Harbour, Manor and School, was designed to operate as one community with the property to the south – the Prince of Peace Village (the “Village” which consists of 192 condominium units). Currently, Sage operates and provides the water and sewer utilities to the entire Prince of Peace community including the Village.

Sage’s mandate is to liquidate Sage’s assets after the subdivision and emancipation of the POP’s shared utility services.   To prepare the Sage’s properties for future sale, Sage’s legal counsel undertook a review of its land titles.  During this review it was determined that two easements (easements #981 274 372 and #001 042 374, collectively the “Easements”) are registered against Sage’s properties and the Village condo unit titles.  As currently written the Easements effectively mean that the Village unit owners collectively own a 1/3 interest in the Utilities of the Prince of Peace Community and that Sage owns the remaining 2/3 interest.  The Utilities, as described in the Easements, means the irrigation pond, the lagoon, the plant, the private irrigation lines, the private sewer lines, and the private water lines.

In October 2017 Sage contacted the Village’s condo corporation to inform them of the Easements and the Utilities ownership issue.  While representations by Village’s legal counsel have been made to Sage indicating that negotiations would formally commence, no formal negotiations to deal with the Utilities ownership issue have occurred.  As Sage’s mandate is to monetize its assets, the Utilities ownership issue will hinder and delay Sage’s ability to execute this mandate.  The Village does not currently participate in the operation and maintenance of the Utilities.  The current Easements therefore do not reflect the reality that Sage operates the Utilities, incurring costs to both maintain and deal with any environmental liabilities that exist on the Prince of Peace site.

Given the complexity and impracticality of dealing with approximately 291 registered condo owners, Sage’s legal counsel contacted the Alberta Land Titles Office and they suggested that a court application be brought forward to discharge the Easements.  On March 29, 2018 Sage submitted a formal application to the Court of Queen’s Bench of Alberta to request that the Easements be removed against all the titles and replaced with a new easement that better reflects the reality of Sage’s utilities ownership and obligations as a service provider.   Sage’s legal counsel, Norton Rose Fulbright LLP, will be appearing in court on April 17, 2018 for this application.

Click here to view a copy of the application and exhibits.

 SUBDIVISION APPLICATION

We are pleased to report that Management, along with its urban planner, the IBI Group, are satisfied with the final subdivision plans and submitted the finalized application for subdivision to Rocky View County on March 29, 2018 for consideration and approval.  Sage will be working with the County to determine any additional requirements for the subdivision and will act to move the subdivision forward as quickly as possible.

If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

Court Application – April 17, 2018

April 17 Court Hearing Application and Exhibits

  1. CAN_DMS_111294231_v1_Affidavit (body only) filed March 29, 2018
  2. CAN_DMS_111294235_v1_Application filed March 29, 2018
  3. CAN_DMS_111294241_v1_Exhibits A and B to Affidavit filed March 29, 2018
  4. CAN_DMS_111294243_v1_Exhibits C and D to Affidavit filed March 29, 2018
  5. CAN_DMS_111294244_v1_Exhibits E (Part 1) to Affidavit filed March 29, 2018
  6. CAN_DMS_111294245_v1_Exhibits E (Part 2) to Affidavit filed March 29, 2018
  7. CAN_DMS_111294248_v1_Exhibits H and I to Affidavit filed March 29, 2018
  8. CAN_DMS_111294246_v1_Exhibits F and G to Affidavit filed March 29, 2018
  9. CAN_DMS_111294269_v1_Exhibits J and K to Affidavit filed March 29, 2018
  10. CAN_DMS_111294323_v1_Exhibits L and M to Affidavit filed March 29, 2018
  11. CAN_DMS_111294360_v1_Exhibits N to Affidavit filed March 29, 2018
  12. CAN_DMS_111294383_v1_Exhibits O to Affidavit filed March 29, 2018
  13. CAN_DMS_111294434_v1_Exhibits P and Q to Affidavit filed March 29, 2018
  14. CAN_DMS_111294460_v1_Exhibits R, S and T to Affidavit filed March 29, 2018

February 2, 2018

Dear Shareholder,

On behalf of Board of Directors (“Directors”) and staff, we’d like to take this time provide you with an update on Sage Properties Corp (“Sage”).

SAGE OPERATIONS UPDATE

The Board and Management have been working diligently towards accomplishing the mandate approved by our shareholders at the May 31, 2017 special meeting to liquidate Sage’s assets after the subdivision and emancipation of shared services.  Our progress since the September 2017 update is as follows:

Subdivision

Management has been working closely with Sage’s urban planner, IBI Group, analysing Sage’s real estate, and determining subdivision plans that align properly with our assets in a way that will maximize value upon a future sale.  Sage has obtained an estimate of infrastructure requirements that will satisfy Rocky View County for subdivision approval. Sage will be working to finalize the subdivision plan and finalize the application for subdivision in the Spring of 2018.

Phase II Environmental Assessment

A Phase II Environmental Site Assessment was completed in the Fall 2017 and management is working with the environmental consultant to ensure that environmental risks have been properly quantified for the future sale of the property and to ensure that Sage is in compliance with our environmental responsibilities.

Prince of Peace Lutheran School

Discussions regarding the sale of the school are currently in-progress and we hope to have a further update on this issue soon.

SHAREHOLDER CONSULTATION GROUP

As you may recall, in the spring of 2017 Sage engaged a compensation consultant (“Consultant”) to provide recommendations for the compensation of the Directors of Sage.  The model was to consist of two components: a base retainer and a performance based component, the latter of which would ensure that Director compensation was aligned to Shareholder value and interests.   While the initial report issued by the consultant made recommendations for the base retainer of the Chair and the Directors, the board deferred the review of the performance based component until after the selection of Sage’s mandate at the May 2017 shareholder meeting.

Sage has now re-engaged the Consultant to provide recommendations on a compensation model that will include both a base retainer and a performance-based incentive component for the CEO and Directors of Sage. The board would like to create a compensation plan that provides fair compensation and motivates the board and CEO of Sage by aligning their interests with those of its shareholders (i.e. maximizing the value of Sage).

To ensure the compensation review includes the Shareholder’s perspective, Sage is forming a Shareholder Consultation Group (“SCG”), who will participate in the compensation review process and provide feedback. This group will consist of 3 to 5 major shareholders who will participate in this exercise over the next few months. The commitment is expected to be 2 to 3 phone conversations or in-person meetings (for those in the Calgary area) in addition to exchange of emails and potential review of some documents.

This letter is your invitation to express interest in participating on the SCG.  Please be mindful of the following when considering whether you would like to participate:

  1. Your motivation for participating;
  2. The relevant experience you have that would add value; and
  3. Your availability to participate and contribute over the next 2-3 months.

If you’d like to be considered, we ask that you contact Sage expressing interest by either e-mailing info@sageproperties.ca, or by phoning our office at 403-478-9661 with your name and contact information.  Please ensure your response is submitted to Sage by February 12, 2018.

GETTING TO KNOW YOUR DIRECTORS

At our Annual General Meeting held on September 29, 2017, the following directors were elected:

Irfhan Rawji                            Sandra Jory*

Scott McCorquodale, CEO     Murray Warnke*

Ralph Huizinga                       Stephen Nielsen*

To learn more about the SAGE directors please go to our website www.sageproperties.ca and view individual profiles that outline each directors background and reasons for serving on the SAGE board.

*Denotes that a Director is a District Depositor or District Depositor Nominee.

CCAA COMMUNICATIONS RECEIVED FROM DELOITTE (“MONITOR”)

It has come to our attention that there has been some confusion surrounding recent communication received from the Monitor as it relates to your SAGE shareholdings.

On January 5, 2018, the Monitor sent out a letter outlining the Second Cash Distribution to creditors of the District (“District Creditors”).  You may have noticed that the Share Distribution figure provided by Deloitte on this letter is different than the original Share Distribution figure provided by Deloitte on October 31, 2016. This new figure reflects the cancellation of the LCC shares in August 2017 and overall decrease in the total number of SAGE shares outstanding.   To clear up any ambiguity, this is NOT an increase in the number of shares you hold with Sage and this amount has not changed since the initial distribution of shares on October 31, 2016.

For further information regarding the share value increase please refer to the Monitor’s letter dated August 29, 201, or contact the Monitor, Vanessa Allen at (403) 298-5955 or Joseph Sithole at (587) 293-3203

SHAREHOLDER WEBSITE

As a reminder, Sage has created a website that provides a listing of shareholders who are interested in selling their shares.  It also provides a listing of those individuals who are interested in purchasing shares.

To access the website and create an account, please visit www.sagedatabase.ca.  You can also download a user guide to familiarize yourself with how the website works and instructions on how to create an account.

If you do not have access to the internet and are interested either getting information from the website or listing yourself as an interested buyer or purchaser, please contact Sage Properties Corp. at (403) 478-9661 and Laura Hristow will assist you.

Thank you for your continued patience as we work towards achieving Sage’s mandate. If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

November 28, 2017

Dear Shareholder,

As you may recall SAGE’s By-Laws require that the corporation maintain a database of shareholders who would like to disclose their interest in selling their SAGE shares.  After receiving feedback from the shareholders, SAGE has created a user-friendly and cost-effective website that will provide a listing of shareholders who are interested in selling their shares.  It will also provide a listing of those individuals who are interested in purchasing shares.

Please note that everyone who is interested in using this new website is required to set up an account and must agree to the terms of use and privacy policy.

To access the website:

  • Please visit www.sagedatabase.ca
  • Click here to view and download the user guide to familiarize yourself with how the website works and how to create an account.

If you do not have access to the internet and are interested either getting information from the website or listing yourself as an interested buyer or purchaser, please contact Sage Properties Corp. at (403)-478-9661 and Laura Hristow will assist you.

Should you have any further questions, please don’t hesitate to call or email us at info@sageproperties.ca
Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

September 20, 2017

Dear Shareholder,
 
This is a friendly reminder of SAGE’s Annual General Meeting (AGM) that will be held at 10:00 a.m. Friday, September 29th at Prince of Peace in Calgary.  The information packages for the meeting were mailed out by Alliance Trust company on September 5, 2017.  If you have not received your package, please email info@sageproperties.ca as soon as possible.
 
The proxy submission deadline is Wednesday, September 27 at 10:00 am.  Your proxy must be received by Alliance Trust Company at 1010, 407 – 2nd Street SW, Calgary, Alberta T2P 2Y3 or, alternatively, by facsimile to 403-237-6181 prior to the Proxy Deadline. Alternatively, you may vote by internet using the 12 digit control number located at the bottom of your proxy at www.alliancetrust.ca/shareholders or by facsimile to 403-237-6181. Please see the information circular package for further information. If you have already sent in your proxy vote we thank you for your participation.  
 
Please note that each shareholder’s participation through either a proxy vote or attendance at the meeting is both welcome and necessary.SAGE requires a minimum of 50% of the shareholders to participate to achieve quorum for the meeting.  If 50% participation is not achieved the meeting will be adjourned and will have to be rescheduled at later date, and this will result in additional costs to SAGE.  

Thank you and we look forward to seeing you at the upcoming meeting.  If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca
 
 
Sincerely yours,
 

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.