2021-01-21_tthomas_SPA Disclosure Schedule.docx

EXHIBIT III ITEMS FOR DISCLOSURE SCHEDULE

-Share Purchase Agreement for Home Care Assistance (Montreal) Inc.

Disclosure of Exceptions to Reps and Warranties

One of the purposes of Exhibit III is to disclose all exceptions to the matters that are represented to be true at Section 4.2 and 5.1 of the SPA.  Listed below are the most likely representations where there may be some exceptions.

List of pending or threatened claims or proceedings against the Company (4.2(b));

-None

Compliance with all laws and regulations (4.2A);

-HCA Montreal permit needs to be updated with new owner information. Application for change has been initiated.

-Seller has not obtained a “francization” certificate; however, are majorly in compliance. Currently in the process of making a formal application.

Indicate any notice of non-compliance with any applicable laws or regulations (4.2 (a));

-None, other than mentioned above

Company owns all of its assets free and clear (if there are leases of equipment/vehicles of any kind, they should be listed) (4.2(f))

-Movable hypothec without delivery registered in favor of Royal Bank of Canada at the Quebec Register of Personal and Movable Real Rights (the “RPMRR”) on October 2, 2018 under registration number 18-1086896-0001, charging the universality of all present and future movable property in the amount of $115,000.

- Movable hypothec without delivery registered in favour of Royal Bank of Canada at the “RPMRR” on June 22, 2007 under registration number 07-0360623-0007, charging a guaranteed investment certificate for the amount of $5,750

- Car leases: 2 Chevy Sparks – monthly lease $184.33 x 2  = $368.66. Both leases end August 2021. 1 VW Tiguan – monthly lease $543.60.  Lease ends April 2023.

- Photocopier leases: 2 Xerox copiers (VersaLink C605 and ColorQube 8900) combined $258/mos.

List any actual or threatened material adverse change to the business (financial, legal, regulatory or operating conditions) that will or may adversely affect the business over the past 3 years [I have asked to limit this to past 18 months] (4.2(k));

None

List of permits (including occupancy permits) which are required but have not been obtained (4.2(q));

Transfer of agency permit to buyer

Francization certificate

There are 15 tax representations at para 4.2(r) – please review these with your accountant and list any exceptions to the extent applicable;

None

List all pending workers’ compensation claims either made or threatened against the Company (5.1(a));

None pending

One outstanding: Gayle Cassidy (caregiver) $786 in Dec 2020

List all pending or threatened employee grievances, claims for severance, harassment, or other claim for unfair labor practices (5.1(c));

None

List any applications for union accreditation in the last 3 years (5.1(c));

None

List any existing collective bargaining agreements for existing unions and any attempt by a union to negotiate with the Company (5.1(m)).

None

Disclosure for the Purposes of Listing Information

The other purpose of Exhibit III is to list information as required pursuant to the terms of the SPA

List details of each insurance policy governing the Company, its property, places of business and its officers and directors (4.2(j));

Commercial Insurance – Policy #375-7309 – Intact Insurance Co.

Professional Liability Insurance – Policy #375-7208 – Intact Insurance Co

(policy details attached)

List any pending insurance claims of more than $200,000 for each occurrence (4.2(j);

None

List all employee benefit plans (5.1(d));

Sun Life Financial group benefits program for office employee only.  Covers eligible employees after three months employment with extended health care benefits, dental and life insurance.  Payment of premium is split between HCA 40% and employee 60%.  Current monthly premium for HCA is approximately $2500.