How was the buyer of the hotel chosen

The buyer — Westmont International Development Inc. — was chosen through a court-supervised sale and investment solicitation process (SISP) run by the Receiver, PricewaterhouseCoopers Inc., with Colliers as SISP Agent, under the order of February 25, 2026 3. The winning bid wasn't simply the highest cash offer; the Receiver picked it as the most favourable deal in the circumstances 2.

The process. The marketing campaign solicited over 3,300 prospects, netting 118 executed NDAs and 98 parties qualified for the data room, and unfolded in phases 2:

• Phase 1: 33 non-binding Letters of Intent received
• Phase 2: 19 bidders qualified (including repeat site tours — 14 tours completed), yielding 11 Binding Offers
• Phase 3: 5 Binding Offers received

Why Westmont's bid won. Per the Receiver's July 24, 2026 Application, the successful bid's headline consideration was not the highest received in Phase 3, but was materially improved versus earlier phases and the most favourable in the circumstances 2. Key factors:

• Assumption of the hotel management agreement (HMA) in full — eliminating the material contingent unsecured damages claim Accor/Fairmont would have advanced on a disclaimer. This mattered because Fairmont had contested the SISP's restrictive-sale provisions in February 2026, with the dispute deferred to the sale approval hearing only if a winning bid disclaimed the HMA 5.
• Employee absorption: the Purchaser agreed to take on 75% of accrued and unpaid or unused time off, banked overtime, vacations and holidays for Transferred Employees (estimated by the Receiver at approximately $1.4 million as at May 31, 2026) 2.
• Closing certainty: the offer was fully unconditional except for the court order, irrevocable under the SISP Procedures, fully documented, and positioned to close well ahead of the Outside Date of November 15, 2026. The Purchaser was described to the Receiver as an experienced global hospitality owner-operator with nearly 50 years of operating history and more than 500 hotels 2.
• Stakeholder support: the Secured Creditor (Caisse Desjardins de Brossard) supported it as providing repayment in full of its secured indebtedness; the fulcrum unsecured creditors CEG and ANJI expressly preferred it over other Binding Offers with higher headline cash consideration; the Manager's HMA rights and employees' continued employment were preserved; and heritage obligations under the Cultural Heritage Act were respected 2.
• Going-concern value: the deal realizes the Property's value as an operating branded resort, avoiding the erosion, execution risk and litigation of a disclaimer-based deal or piecemeal liquidation 2.

The court signed off: the Approval and Vesting Order of September 10, 2026 approved the Transaction and the purchase agreement, vesting the purchased assets (hotel lands, golf lands, heritage lands, excess lands, contracts, rolling stock, etc.) in the buyer 1, and the Claims Process Order of the same day records the AVO approving the sale to Westmont International Development Inc. 4.

Because the higher bid wasn't actually worth more to them — it came packaged with a risk that would land squarely on the unsecured creditors' recoveries.

The catch in the higher bid. One competing Phase 2 Qualified Bidder submitted a Phase 3 Binding Offer with a higher stated cash purchase price, but on the express condition that the Receiver disclaim or terminate the HMA — the hotel management agreement dated September 29, 2006 with Accor Management Canada Inc. (formerly Fairmont Hotels Inc.) 1. The Receiver judged there was a "high likelihood of a contestation by Fairmont and its potential assertion of a significant unsecured damages claim against the estate" 1. Critically, any such claim "would rank alongside the other unsecured claims and would therefore dilute the recovery otherwise available to the Debtors' unsecured creditors and could reduce or eliminate the economic benefit of the higher headline purchase price" 1. In other words, the extra cash would be partially or wholly eaten by a new claim standing in the same line as theirs.

Why it hits CEG and ANJI hardest. They're the fulcrum creditors — aggregate unsecured advances to the Canadian group of approximately CAD $47 million, expected to be the principal beneficiaries of the residual funds 1. In their support letter (via Osler), CEG warned the damages claim "may be so material that it would erode any potential net benefit to CEG," and noted that as fulcrum creditor, "in practice it is the party which would bear the risks and cost of litigation" 1. Factoring in obviated litigation risk and cost, timing of distributions, and the overall anticipated distribution, CEG concluded the Westmont transaction was the best alternative 1, and expressly supported it over alternative Binding Offers with higher headline cash consideration (CEG Letter, Exhibit R-16) 2.

The Receiver's numbers back that up. The sealed sensitivity analysis (confidential Appendix 8) supports the conclusion "that a higher headline purchase price does not necessarily translate into a materially superior net recovery where the transaction structure gives rise to execution risk (Fairmont contestation), delays and a material unsecured claim ranking pari passu with the Debtors' other unsecured claims" 2. The estate also had no capacity to fund a fight: the interim financing was fully drawn and matured, with neither Desjardins nor CEG and ANJI willing to advance more for the litigation, delay and carrying costs a disclaimer-based deal would generate 1. Assuming the HMA, by contrast, avoids the contested proceedings and "provid[es] for a speedy distribution" to unsecured creditors 1.

Worth noting: the higher bidder chose that structure with eyes open — all bidders were told from the outset (in the Phase 1 Call for Offers and CIM, the May 1, 2026 Assessment Memorandum at Exhibit R-14, and the June 19, 2026 Notice of Phase 3 at Exhibit R-15) that HMA treatment was a material factor in the assessment 2. The Receiver submits the Westmont offer is the most favourable net outcome under paragraph 31 of the SISP Procedures and the Soundair principles 2.