Dear Shareholder:

2020 Annual General Meeting (the “AGM”)

The AGM will be held on Saturday November 28, 2020 at 1:00 PM (MST) in a virtual only format via live audio webcast online at https://web.lumiagm.com/413563630.

LUMI Online AGM Guide (PDF)

This webcast will be accessible on any device that can connect to the internet (phone, tablet, computer etc.).  To participate and vote during the meeting, shareholders MUST log in to the meeting.  However, if internet access is unavailable, a dial-in number has been set up for the meeting, however, shareholders will not be able to vote, comment or ask questions if they call into the meeting.  The dial-in details for LISTEN ONLY participation is as follows:

Phone number: 1-855-703-8985
Meeting ID: 933 7235 7070
Passcode: 643356

As always, we encourage shareholders to participate by voting their Instrument of Proxy prior to the AGM or through participation by logging into the meeting.  The Instrument of Proxy must be received by Alliance Trust Company no later than Thursday November 26, 2020 at 1:00 pm MST by:

• Internet vote using the 12 digit control number located at the bottom of the Form of Proxy at www.alliancetrust.ca/shareholders 
• Email to inquiries@alliancetrust.ca
• Facsimile to 403-237-6181
• Mail to Alliance Trust at #1010, 407 – 2^nd Street SW, Calgary, Alberta T2P 2Y3

Notice of Optional Redemption

This notice was mailed to all shareholders on November 3, 2020.  We have received many questions regarding the redemption notice and have put together the attached Frequently Asked Questions (PDF) document that we hope will be helpful.   In addition, management will review the redemption notice and acceptance notice form at the AGM, walk through how to complete forms and be able to answer questions that shareholders may have at that time. 

Prince of Peace Harbour and Manor

On November 3, 2020, the Manor was put on Covid-19 Outbreak due to 3 staff members testing positive for Covid-19.  All residents of the Manor and staff were tested; Sage can report that, as of today, no residents nor additional staff have tested positive for Covid-19 since the outbreak was declared.

On November 13, 2020, the Harbour was put on Covid-19 Outbreak to due to 1 staff member testing positive for Covid-19.  All Harbour residents and staff were tested; Sage can report that the results for the residents have come back as negative for Covid-19.   For the Harbour staff, as of today, most of the test results have come back as negative; management is waiting on the remainder of the staff test results.

The affected staff have had mild symptoms so far and are recovering at home.   Management would like to take this opportunity to commend the team members at Prince of Peace Manor and Harbour and at Verve for their dedication and hard work in responding to both outbreaks and keeping the residents and fellow team members safe and healthy.

I am sorry that I will not get to see you at the AGM this year but thank you in advance for your participation “online”.

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

Dear Shareholder,

This email is to inform you that the Notice of Redemption package has been mailed out to shareholders on November 3^rd, 2020.  If you have not received your package by November 10^th, 2020, please contact Alliance Trust Company directly by phone at 403.237-6111 or by email at inquiries@alliancetrust.ca.

The Redemption package contains the following:

• Notice of Redemption, detailing the process to be followed by any shareholder who wishes to redeem its Class A Common Shares.
• A DRS document that indicates the total number of shares held.

We encourage shareholders to review the Notice of Redemption as soon as possible. The deadline for submitting the Redemption Acceptance Form is December 11^th, 2020.

2020 AGM REMINDER

The annual shareholders meeting will be held in a virtual only format via live audio webcast online at https://web.lumiagm.com/413563630 on Saturday, November 28, 2020 at 1:00 p.m. MST.   This webcast will be accessible on any device that can connect to the internet. If internet access is unavailable, a dial-in number has been established for the Meeting. The number will be “Listen Only”, and Shareholders will not be able to vote if they are dialing in. Therefore, we encourage shareholders who will be dialing in to vote their Instrument of Proxy prior to the AGM. The dial-in details are as follows: 

Phone number: 1-855-703-8985

Meeting ID: 933 7235 7070

Passcode: 643356

The board of directors of Sage strongly recommends that all Shareholders participate in the Meeting (either by attending virtually or by submitting a proxy in advance of the Meeting) to reduce the risk of rescheduling in the event Sage’s 25% quorum requirement is not met. The Instrument of Proxy must be received by Alliance Trust Company at 1010, 407 – 2^nd Street SW, Calgary, Alberta T2P 2Y3 at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. Alternatively, prior to the Proxy deadline, you may vote via internet using the 12 digit control number located at the bottom of the Form of Proxy at www.alliancetrust.ca/shareholders  or by facsimile to 403-237-6181.

If you have any questions, please contact Sage by email at info@sageproperties.ca.

Sincerely yours,

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

Dear Shareholder,

Prince of Peace Harbour and Manor (“POP”) Update

We regret to inform you that this past weekend cases of Novel Coronavirus (“COVID-19”) have been identified in the Manor and as a result, Alberta Public Health has declared a COVID-19 outbreak at POP.

Rest assured that the POP management team has taken swift action to halt the spread of the virus through rigorous infection management practices and procedures. Management is working in close partnership with Alberta Health Services and Public Health to ensure every possible step is taken to protect our residents. The health and safety of our residents and the staff members who serve them, is our highest priority.

We thank you for your understanding during this time and assure you that we are continuing to make decisions in the best interest of our residents and staff members to ensure their health and safety, first and foremost.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
SAGE Properties Corp

Dear Shareholder,

Thank you for your patience during these uncertain times and we apologize for the delay in providing this update.  Unfortunately, COVID has resulted in uncertainties and delays with the accomplishment of Sage’s mandate, however, we do continue to make progress and are pleased to give you the following update:

Annual General Meeting (“AGM”)

Sage is required to hold an AGM within 15 months of its last meeting which was held on September 19, 2019.  Unfortunately, with the current COVID restrictions, we will be unable to hold an in-person meeting.  As such, a virtual AGM, will be held on November 28, 2020.  An information circular with details of the meeting, including the audited financial statements for the year ended March 31, 2020 will be mailed out no later than November 6, 2020.

Sage Mandate Update

Divestiture of Sage Assets

For your information, the following chart provides an overview of the process for the sale of the Prince of Peace Harbour & Manor:   

Broker is hired to market the property.

Interested parties submit a letter of intent (“LOI”) to purchase assets.  Upon Sage’s acceptance of a LOI, non-disclosure agreements are signed, and potential purchasers perform due diligence on assets.

Parties negotiate terms for the purchase and sale agreement.

The Sage board approves and executes the purchase and sale agreement with a successful party.  The sales will be conditional on approval by the shareholders.

A special meeting of the shareholders is held to review and approve the purchase and sale agreement.  An information circular is mailed out with the details of the transaction no later than 21 days prior to the meeting. *

If approved by shareholders, the sale is completed, and the asset is transferred to purchasers.

The Board redeems shares of Sage and distributes cash to shareholders.

* Note: Shareholder approval is required for the sale of the Harbour & Manor as it represents over 2/3 of Sage’s assets. 

Divestiture of Sage Assets (continued)

The Sage board engaged KPMG Corporate Finance in August 2019 to commence a broad divestment process for Sage’s assets.  The process has resulted in interested purchasers who have signed letters of intent and we are currently working with those parties to determine whether we can reach mutually agreeable terms and conditions.  Unfortunately, the COVID pandemic has resulted in much uncertainty and a more complicated environment in which to sell the assets.  At this stage, there is no guarantee that the work being done will result in the sale of the assets, however, the board is working diligently to complete a sale as quickly as possible.  We apologize for not being able to be more specific, but such details must remain confidential until final purchase sale agreements are obtained with successful parties.

Utilities – Water Pipeline Construction

Over the past few months, discussions have been held between Rocky View County (“RVC”) and various stakeholders (i.e. Sage, Prince of Peace Village, and Amar Developments) regarding the RVC construction of a water pipeline starting from the Conrich Reservoir and Pump Station and terminating at the Prince of Peace community.  We are very excited regarding the progress of these discussions and RVC council will review administration’s proposal to construct the water pipeline this fall.  The proposal outlines each stakeholder’s proposed contribution and makes Sage’s contribution to the construction of the pipeline a viable option to get water service to Prince of Peace community.  The current proposal details that the pipeline will most likely be built in summer of 2021.  Sage is also working with RVC to transition operation of the sewer and water services at the POP site to RVC once the site is connected to County water system.

Subdivision

On March 5, 2020, Sage submitted a revised subdivision proposal to RVC.  Once subdivision is approved by RVC, Sage will be required to meet subdivision conditions and submit a development agreement to RVC.   The timeline to complete subdivision is as follows:

September 2020 – Engineering drawings for the proposed road and estimates submitted to RVC.

Sept 24, 2020 – Subdivision presented to the Municipal Planning Committee (“MPC”) for conditional approval.

October 2020 – endorsement package completed and submitted to RVC administration (minimum 21 days after conditional approval.)

November 2020 – final approval by the MPC and/or County Administration

December 2020 – registration of sub-division at land titles is complete and separate titles are created for each the Harbour & Manor, School and Bare Lands.

Environmental Reclamation

Sage is pleased to report that the reclamation has been done and has been approved by Alberta Environment. The outstanding environmental issues have been resolved to the satisfaction of Alberta Environment.  This was a condition that RVC required prior to subdivision consideration.

Prince of Peace Harbour and Manor (“POP”) COVID Update

The board would like to thank Verve and the POP management team for the successful operation of POP Harbour & Manor during this COVID pandemic.  Our staff have done an excellent job ensuring the health and safety of our residents.  To date, we have not had any cases of COVID in our facility. 

Thank you again for your continued support.  We look forward to speaking to you at our AGM later this fall. 

Sincerely yours,
(signed) “Sandra Jory”
Sandra Jory, CPA, CA
Board Chair

SAGE Properties Corp.