Ontario · CCAA

The purpose of this Fifty-Second Report of the Monitor (the “Fifty-Second Report”) is to provide information to the Court on the following: (a) an update on the activities of the Monitor, including in respect of its role as court-appointed Interim Land Restructuring Officer of the Land Vehicle (as defined herein) (the “LRO”); (b) the motion being brought by the Monitor, in consultation with counsel to each of the Land Vehicle’s Stakeholders (as defined below) for an Order (the “Parcel A Land Transaction Authorization and Remaining Property Protocol Implementation Order”) substantially in the form attached at Tab “3” to the Monitor’s Motion Record, for a motion to be held on June 8, 2021, inter alia: i. confirming the authority of, and directing the Monitor, in its capacity as LRO, to execute and deliver, for and on behalf of Lake Erie Nominee (as defined later herein), the agreement of purchase and sale dated July 16, 2020 (as such agreement was amended by the Sale Agreement Amendment and the Waiver (each as defined later herein), and as it may be amended and extended from time to time, collectively the “Sale Agreement”) between the Lake Erie Nominee and TUQ4 Inc. (“TUQ” or the “Purchaser”), for the sale of a parcel totaling approximately 32.2 acres of industrial land in Haldimand, Ontario, (the “Parcel A Land Transaction”) and any related documents or instruments contemplated thereby or in connection therewith (collectively with the Sale Agreement, the “Parcel A Land Transaction Documents”) and to perform its obligations thereunder; ii. ordering that, effective upon the conveyance to the Purchaser or its nominee, as applicable, of the real property being sold pursuant the Parcel A Land Transaction Documents (the “Parcel A Land”), the LRO’s Charge (as defined in and created under Section 18 of the Interim Land Governance Order (defined below)), and any security interest in favour of Her Majesty The Queen in the Right of Ontario, as represented by the Ministry of Finance, will be automatically released and discharged as against the Parcel A Land; iii. ordering that the LRO shall be authorized and directed to pay the net proceeds (after deduction of any expenses, taxes and fees, as applicable) from the Parcel A Land Transaction to LifeWorks (Canada) Ltd. (“LifeWorks”), formerly known as Morneau Shepell Ltd., in its capacity as Administrator (as defined below) toward funding the five main registered pension plans (the “Stelco Plans”) through the Pension Deficit Funding Trust to be disbursed in accordance with the Pension Deficit Funding Trust Agreement; iv. ordering and confirming that the Monitor, in its capacity as LRO, is authorized and directed, on behalf of the Lake Erie Nominee (as defined later herein), to implement and act in accordance with the protocol described in Appendix “A” to this Fifty-Second Report (as such protocol may be revised, modified or amended from time to time, the “Remaining Property Sale Protocol”) relating to the sale of the remaining property held by the Land Vehicle (as defined later herein) identified in Appendix “B” of this Fifty-Second Report (the “Remaining Land Vehicle Property”); v. ordering that, effective upon the conveyance of the Affected Estimated Value Property (as define later herein), the LRO’s Charge (as defined in and created under Section 18 of the Interim Land Governance Order (defined below)) will be automatically released and discharged; vi. ordering that the C&W Fee Structure Adjustment (as defined herein) and the C&W Estimated Value Range (as defined herein), attached as “Confidential Appendix 1” and “Confidential Appendix 2” respectively, to this Fifty-Second Report shall be kept confidential and remain under seal until further order of this Court; and vii. approving this Fifty-Second Report and the activities of the Monitor, including in its capacity as LRO

Court officer report · 3 June 2021