December 11, 2019

December 11, 2019

Dear Shareholder,

On behalf of SAGE Properties Corp. (“SAGE”) and the Board of Directors (“Board”) of SAGE, we are pleased to provide you with the following updates.

  • COMMUNICATION

SAGE would like to encourage Shareholders to provide their email address in an effort to reduce costs for mailing newsletters, to reach more shareholders and to provide more timely communication. Please refer to the attached form to provide consent for SAGE to send newsletters and other communication by electronic mail (“email”).  Please return the completed form:

  1. By email to info@sageproperties.ca;
  2. Using the enclosed envelope addressed to Alliance Trust Company;
  3. By fax to 403.457.4707 attention: Sage Properties Corp.

Please Click Here to Download the Sage Email Authorization Form

If there are any other changes to your contact information, please contact:

Alliance Trust Company
1010, 407 – 2nd St. SW
Calgary, AB T2P 2Y3
Tel: 403-237-6111

Please note SAGE’s new mailing address:
115, 1925 – 18th Avenue NE
Calgary, AB T2E 7T8

  • FINANCIAL RESULTS FOR PERIOD ENDED SEPTEMBER 30, 2019

Please find attached SAGE’s unaudited interim financial statements, including notes, for the six-month period ended September 30, 2019 for information purposes.  Please be advised that these statements have not been audited nor reviewed by SAGE’s auditors and are subject to change.

  • STRATEGIC PLAN UPDATES:
  • MARKETING PROCESS – PRINCE OF PEACE MANOR, HARBOUR & SCHOOL

Earlier this year the board revisited the strategic plan to determine if it would be in the best interests of shareholders to move forward with the sale of SAGE’s assets, without the subdivision and emancipation of the utility operations being 100% complete. During this period, SAGE also experienced an increase in interest from qualified buyers. Seeing this increase in interest in the market, the board made the decision to move forward with hiring a broker and to start the process of disposing SAGE’s assets. In June 2019, the board hired KPMG Corporate Finance, an experienced middle market broker, to commence a confidential sales process.

In August 2019, KPMG commenced a broad divestment process, and is currently reviewing offers that have been received and is assisting potential buyers with due diligence.  The board remains optimistic that the process will complete with a successful transaction in 2020.

SAGE also commenced a marketing process for the school this year and are excited about the interest received.  KPMG is currently reviewing offers received and assisting potential buyers with due diligence.

  • SUBDIVISION & UTILITY

SAGE continues to work towards subdivision and is in discussions with Rocky View County (“RVC”) regarding subdivision.  Based on the feedback received from the county, SAGE is currently developing a revised proposal with its urban planner, IBI Group, to proceed with the next steps including discussions regarding options for the construction of a water supply pipeline to the Prince of Peace site. The Village and SAGE are working together with the RVC to move the process forward with respect to the construction of a water pipeline.

  • VILLAGE NEGOTIATIONS

SAGE and the Prince of Peace Village condominium board (“the Village”) have been in discussions regarding the emancipation of the utility operations and other easement issues since 2017.  In March 2018, SAGE filed a court application to replace the easements on title to better reflect the ownership and operations of the water utility.  Subsequent to the court application in 2018, SAGE and the Village met to try to discuss and resolve the utility ownership issues.  Unfortunately, a resolution was not reached through the discussions held and in early 2019, SAGE requested a new court hearing asking for the court to make a ruling on the ownership and easement issues. At the court hearing held on September 12, 2019, Justice Romaine recommended that the parties use mediation to resolve the easement issues and both parties agreed to mediation.

A mediation session was held on November 19, 2019 between SAGE and the Village.  The mediation was successful in finding a workable solution to the utility ownership and other easement issues. A written agreement is currently being drafted by legal counsel to resolve the outstanding issues. 

  • ENVIRONMENTAL RECLAMATION

SAGE has been working with our environmental consultants to develop reclamation plans to reclaim the areas known as the former sewage lagoon, the former brackish water lagoon and the water treatment plant.   In the fall of 2019, Alberta Environment approved the reclamation plans and work was scheduled.

As of the end of November 2019, all reclamation work was completed and Alberta Environment has received the final reports for the sewage lagoon and brackish lagoon reclamation as well as the decommissioning of the water treatment plant. Management expects approval and sign-off of the reclamation work by Alberta Environment by the end of the year.  Subsequent monitoring and a 3-year weed control plan will be implemented to ensure the reclaimed land returns to tame pasture as outlined in the reclamation plans approved by Alberta Environment.  

If you have any questions regarding this newsletter, please contact the SAGE office at (403) 478-9661 or info@sageproperties.ca

Wishing you a very Merry Christmas and all the best in 2020.

Sincerely yours,
Signed “Sandra Jory”
Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

Sept 20, 2019: Voting Results – Sept 14, 2019 Annual Meeting

Dear Shareholder:

On behalf of SAGE Properties Corp. (“SAGE)” and the board of directors (“the Board”), I would like to thank all of the shareholders who participated in our Annual Meeting (“the Meeting”) on September 14, 2019.

AGM Results

A total of 255 shareholders or 48.42% of the issued and outstanding voting shares were represented at the meeting and the following individuals were elected to the Board with each director receiving over 95% support:

Sandra Jory               Irfhan Rawji

Murray Warnke         Reginald Zotzman

Ralph Huizinga         Andrea Whyte

The special resolution to amend the redemption provisions of the Articles of SAGE (“the Articles”) were also approved with 77% support.  Please see attached document here that outlines the changes made to articles. 

Divestiture Update:

Earlier this year, the board reviewed the 3 year mandate received from its shareholders to determine if it would be in the best interests of shareholders to move forward with the sale of its assets, without the subdivision and emancipation of utilities being 100% complete.  During this period, Sage also experienced an increase in interest from qualified buyers.  Seeing this increase in the market, the board made the decision to move forward with hiring a broker and to start the process of disposing of Sage’s assets.  In June 2019, the Board hired KPMG Corporate Finance, an experienced middle market broker, to commence a confidential sales process. In August 2019, KPMG commenced a broad divestment process and I am very excited to announce that there has been strong interest from potential buyers.  While at this stage it is too early to determine whether the process will result in an acceptable offer or to determine an exact timing for the closing of a potential transaction, it is our hope than attractive offer will be obtained this fall and that a transaction will be presented to shareholders for approval later this year. In the event that attractive offers are not received, Sage will continue its work on the mandate of subdivision and emancipation of the utilities, looking to complete its mandate in 2020.

If you have any questions with respect to any of the information provided in this newsletter, please contact SAGE at 403-478-9661 or by email to info@sageproperties.ca

Sincerely yours,

Sandra Jory, CPA, CA

Board Chair

SAGE Properties Corp.

Sept 9, 2019 – Management Staffing Changes

Dear Shareholder,

Sage Properties Corp. (“Sage”) wishes to advise that Scott McCourquodale has stepped down as CEO and Sage board member effective August 30, 2019.   Mr. McCourquodale served in these roles at Sage for approximately three years. The board of directors of Sage thanks Mr. McCourquodale for his contributions to the company and wishes him well on his future endeavours. Sage does not expect to obtain a replacement for Mr. McCourquodale. The board of directors believes it can carry out its current value maximizing mandate within the current management team.

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.

August 19, 2019

Dear Shareholder,

This email is to inform you that the notice of the annual meeting and information circular package is expected to be mailed out to shareholders this week.

As a reminder, the annual meeting will be held at 1:00 PM MT on Saturday, September 14, 2019, in the Piper Ballroom located inside the Royal Hotel Edmonton Airport in Leduc, AB.  The specific details of the matters proposed to be put before the meeting are set forth in the management information circular packages that you will be receiving.

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.

July 15, 2019

Dear Shareholder,

We would like to take this time to present you with the following updates for Sage Properties Corp. (“Sage”).

A. STRATEGIC PLAN UPDATE – ANNUAL GENERAL MEETING (AGM)
Sage has hired an advisory firm to assist with the development of Sage’s divestiture strategy. The board will be providing a further update to its shareholders regarding the plan at its AGM which will be held at the Executive Royal Inn, Leduc, Alberta on September 14, 2019.  Further details, including the information circular, will be mailed to shareholders this August.

B. PRINCE OF PEACE LUTHERAN SCHOOL (“POP School”)
As a purchase agreement with Rocky View Schools (RVS) was not attained, Sage commenced marketing of the school through a direct mailing campaign to educational institutions throughout Alberta. As a result of the campaign, Sage has engaged with several interested parties, including organizing tours of the property. Please note that RVS new lease agreement for the POP School comes into effect on September 1, 2019. The new lease includes an 18-month termination clause for either RVS or Sage.

C. UTILITIES OWNERSHIP
Over the past year, Sage and the Prince of Peace Village condominium board (“the Village”) held discussions to try to come to a resolution on the utility ownership issues. Unfortunately, a resolution was not obtained and so on April 5, 2019, a court date was scheduled to obtain the court’s assistance to resolve the issues. Prior to the court date, the Village hired new legal counsel who requested a postponement of the court date. Sage agreed to the Village’s request and a new court date is scheduled for August 8, 2019.

D. ALBERTA UTILITIES COMMISSION – RULE 11 WATER APPLICATION
On June 28, 2019, Sage Water Services Corp. (“Sage Water”) submitted a water rate application (the “Application”) to the Alberta Utilities Commission (the “AUC”) to increase its water rates and stabilize its water business operations. The water application forms part of the AUC Rule 11 process, details of which can be found online at www.auc.ab.ca 

E. SUBDIVISION
Sage is in on-going discussions with Rocky View County regarding subdivision.  Based on feedback received from the county, Sage is currently developing a revised proposal with its urban planner, IBI Group, to proceed with the next steps in its subdivision application.
 
F. EMPLOYEE UNIONIZATION
On June 4, 2018, Sage received notice that over 65% of its auxiliary nursing care staff were in favour of unionization and the Alberta Labour Relations Board issued a union certification to the Canadian Union of Public Employees (CUPE). After close to a year of negotiations with CUPE, Sage is pleased to report that both the Board and 100% of Sage’s auxiliary nursing care staff voted to ratify the collective agreement this past May.

If you have any questions or concerns, please contact Sage at (403) 478-9661 or at info@sageproperties.ca

Sincerely yours,

Signed “Sandra Jory”

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