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IMPORTANT MESSAGE from Mr.

Mike Lathigee Dear FIC Members: For the past four years, I have been reserved in speaking out against the actions of several persons involved in FIC Group transactions. I have done so because there are matters presently before the courts where the FIC Group is making efforts to recover monies taken from it by a variety of persons. In my opinion, we are not moving ahead quickly enough and I have decided to attempt to persuade regulatory agencies to step in and help investigate. In that regard, I enclose a copy of a letter forwarded recently to the BC Securities Commission. In addition to the BC Securities Commission letter below we have also included the following attachments: a.Our Counsel letter to the BCSC on August 20, 2011 and September 27, 2011 requesting the investigation of John Tansowny and his associates. b.A summarization of the ODowd/Tansowny transactions. In the BCSC letter you will notice the name "David McDonald": David MacDonald was introduced by John Tansowny and is also part of the Skip Transfers. Recently we investigated another associate of John Tansowny named Curt Quigley and his dealings with FIC. Here is the update: FIC has a Writ of Enforcement against RCR which is Curt Quigley's company. The judgment is for $1,482.580.11 plus $1800 party/party costs = $1,484.380.11 It is related to a loan to John Tansowny's friend and associate Curt Quigley. The judgment itself is alive for 10 years ; ie to Feb. 15,2022; whereupon it can be renewed with the Court of Queen's Bench. John Tansowny and the lawyer he hired Malcolm Lennie failed to tie the repayment of the loan to the legal transfer of title from RCR to the home buyer. This is the most basic step any lawyer should perform and why John and Malcolm would not do this is something we will find out through discovery. In a separate matter FIC Group of Companies is suing Malcolm Lennie (Lawyer Tansowny recommended for FIC) for several million dollars; this is referred as the Crossroads case in which the defendants named are Lennie, Horne and 1316576 Alberta Ltd, the case number is 1003 03313. We are very confident of the outcome of this case and in addition FIC has filed our complaint against Malcolm Lennie with the Alberta Law Society. c.Although many members have read the TD Letter we are asked on a regular basis to provide it and the reason we have attached it as part of this update. Mike Lathigee

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LETTER TO BCSC from Mike Lathigee March 21 2012.


March 21st, 2012 Personal & Confidential British Columbia Securities Commission PO Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Attention:Paul Bourque, Executive Director -ANDLang Evans, Director of Enforcement Dear Sirs: Re: FIC Group of Companies/John Tansowny and Dennis O'Dowd and others As you probably know, I am the former CEO of the FIC Group of Companies ("FIC") and am a respondent, along with several of those companies and Mr. Earle Pasquill in a Notice of Hearing recently issued by your staff. The purpose of this letter is not intended to have any effect on that proceeding. For some time now, I have been attempting to get the British Columbia Securities Commission (the "Commission") and other authorities motivated to investigate the conduct of John Tansowny ("Tansowny") and Dennis O'Dowd ("O'Dowd") in relation to certain transactions they were involved in which resulted in the FIC possibly being defrauded of substantial sums of money. In that regard, we instructed Mr. H. Roderick Anderson, our counsel to forward a letter to Mr. Douglas Muir of the Commission in August, 2011. A copy of that letter and attachments are enclosed herewith. A further letter was sent to Mr. Muir on September 27, 2011 which is also enclosed. To date, we have not heard anything from the Commission with respect to our request. The following is a synopsis of the facts as understood by FIC which we request the Commission to investigate. 1. In 2007, FIC hired Tansowny of Sherwood Park, Alberta as a consultant. Tansowny was to act as a real estate advisor and agent of FIC in purchasing, developing and selling property in the Edmonton area. During 2007 and 2008, Tansowny purchased several properties on behalf of FIC. When the purchase activity exceeded the funds available and real estate sales fell short of Tansowny's projections, Tansowny advocated the assumption of significant debt to increase the holdings. 2. In 2008, senior management of FIC hired an outside consultant, Mathew Mckechnie to investigate the Tansowny transactions. Mckechnie was the former president of

Cooperators Real Estate Division and had overseen more than $500 million in assets for that company. 3. McKechnie soon discovered a pattern in Tansowny's purchases for FIC. Upon further investigation, (which is still ongoing), circumstances of the property purchases that emerged were most disturbing. On several occasions (which will be explained in more detail later) there is documentary evidence which shows that the purchase price of several properties was inflated and that a friend of Tansowny, O'Dowd intervened in the transactions which added hundreds of thousands of dollars to the cost of each transaction. None of this information was disclosed to FIC management. The documented total shows a $1.5 million benefit was received by O'Dowd. This pattern of skip transfers leads me to believe that there may have been collusion and fraud involved. Tansowny was supposed to represent the interests of FIC, whereas the circumstances suggest that his prime interest may have been that of himself and his associates. A skip transfer is a quick flip real estate transaction. 4. Tansowny was also involved in purchasing several other properties for FIC. Some of the hidden details of the other purchases have not yet been revealed but it is apparent by looking at public records that FIC paid a significant premium for the properties to owners who purchased them in some cases on the same day as FIC's acquisition. The extent of their total disregard for interests of FIC occurred when both Tansowny and O'Dowd filed lawsuits against FIC claiming that they were owed money on account of commissions they earned on sales of these properties. More remarkably, neither one of these gentlemen are licensed realtors. 5. Tansowny gave FIC management unrealistic sales projections and allowed unapproved spending without accurate reporting and, as a result, FIC became overextended and was eventually forced into receivership. Tansowny actively campaigned against FIC by writing letters to FIC's bank urging that the FIC Group be forced into receivership. I also believe that Tansowny and O'Dowd celebrated when FIC went into receivership on January 12, 2010, thinking their actions would never be discovered. 6. After more than a year of hard work and dedication by the management team (which received no personal benefit from the transactions and worked for some time without any salary), FIC emerged from receivership on December 20, 2010. The transactions and related fall-out under Tansowny has cost FIC tens of millions of dollars. These transactions caused additional damage to FIC beyond the money lost which is clearly outlined below. Not only did Tansowny not discharge his fiduciary responsibilities, it is my personal opinion that he may well have unlawfully profited from the transactions. The use of the compulsory powers of the Commission for the production of financial records will provide the answers. 7. Set out below are the specific details of the transactions that Tansowny oversaw. The first part simply explains his failure to perform his duties and the second part describes actions which I believe could be fraudulent.

8. FIC entered into a consulting agreement with Crown Capital Corporation ("Crown"), and Tansowny, dated February 6, 2007 (the "consulting agreement"). FIC states that at all relevant times Tansowny was an officer and director of Crown and that Tansowny was the controlling mind of Crown. Tansowny represented to FIC that he and Crown were experienced, competent and knowledgeable in matters pertaining to real estate acquisitions, real estate management, real estate sales, real estate marketing, real estate development and real estate project management. FIC relied upon the statements Representations made by Tansowny. FIC would not have entered into the consulting agreement had the Representations not been made by Tansowny. 9. Crown and Tansowny breached the terms of the consulting agreement in that they failed to competently deliver the services described in the agreement by:

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(a)Failing to competently negotiate land acquisitions so as to ensure the land was acquired at not more than fair market value; (b)Failing to competently negotiate land acquisitions to ensure that funds held in trust pending completion of projects would be placed in interest bearing accounts to the benefit of FIC; (c)Failing to competently negotiate real estate development agreements to ensure that contractors would not be paid more monies than were properly due and owing to them for the work performed pursuant to the terms of development agreements; Failing to competently negotiate real estate development agreements to ensure that vendors and contractors would not be paid monies except in circumstances where vendors and contractors were compelled to deliver up lands, which were properly subdivided with unencumbered title to the lands in the name of FIC. (d)Failing to competently negotiate enforceable real estate development agreements; (e)Failing to competently negotiate agreements to ensure that unnecessary, expensive and unenforceable loans were not provided to contractors; (f)Failing to competently and properly perform due diligence including, but not limited to, obtaining environmental assessments and obtaining independent appraisals for lands prior to causing FIC to enter into real estate acquisitions or real estate development agreements; (g)Failing to retain, and instruct competent legal counsel to advise on the real estate development agreements and land acquisition agreements negotiated by Crown or Tansowny or both and to ensure that real estate acquisition agreements were fully performed including, but not limited to ensuring FIC obtained clear title to lands purchased, free of unauthorized or improper caveats and other encumbrances;

(h)Failing to disclose circumstances where Tansowny or Crown were in a conflict of interest with FIC, or where Tansowny or Crown or both had an a financial interest in entities which were adverse in interest to FIC; (i)Failing to competently supervise real estate development agreements to avoid or minimize cost over-runs; (j)Failing to recommend and pursue diversification of real estate acquisitions; (k)Providing false, misleading, unrealistic or inadequate project projections, timelines, budgets and costs estimates; (l)Providing false or misleading information regarding project profitability; project viability; and project status reports; (m)Causing FIC to make imprudent investments, or make real estate acquisitions or enter into real estate development agreement that were imprudent or unprofitable or both; (n)Failing to accurately assess the financial impact and cash flows of all of the projects that Crown and Tansowny were managing which caused FIC to incur financing costs which were unnecessary and avoidable; (o)Failing to accurately report to FIC on the progress of real estate development projects managed by Crown or Tansowny or both; (p)Failing to take such steps as necessary to obtain zoning, development environmental and subdivision approvals and other municipal, county and provincial approvals to allow the real estate projects of FIC to progress on time and on budget; (q)Approving significant expenditures on real estate development projects without authority to do so and without first seeking the approval of FIC in circumstances where those expenditures were unnecessary, improper or poorly timed. The following are the facts of actual skip transfers in which Tansowny was involved. As stated, we have all of the documented evidence except in cases where we do not have access to the financial records. Skip Transfer Transaction No. 1 On May 15, 2007 FIC purchased property legally described as Part of South East Section 24, Township 47, Range 1, West of the Fifth Meridian (excepting there out 6.59 acres by road plans plus approximately 45.50 acres to be excepted by subdivision) Mulhurst Bay, Pigeon Lake, County of Wetaskiwin No 10 (herein "Pigeon Lake") from a company operating under the name Phoenix Land Ventures Ltd. (herein "Phoenix") for $3,859,800.00. It subsequently came to FIC's attention that:

(a)On May 15, 2007, Carl and Margaret Jaksitz sold the Pigeon Lake Property to 1218011 Alberta Ltd. as nominee of Dave A. McDonald for $2,497,800.00. (b)On May 15, 2007, 1218011 Alberta Ltd. sold the Pigeon Lake Property to Phoenix for $3,059,800.00. (c)Phoenix in turn sold the Pigeon Lake property on May 15, 2007 to FIC for $3,859,800. Dave McDonald was an individual that Tansowny and Crown had arranged to perform other services for FIC and described Dave McDonald as his friend. Tansowny and his associates handled all aspects of this transaction on behalf of FIC. The resulting transfer gave rise to a skip transfer payment of $800,000 to Phoenix (O'Dowd) and approximately $500,000 to MacDonald. O'Dowd was Tansowny's friend and described him as such to many of the staff of FIC on a trip to Edmonton. Skip Transfer Transaction No. 2 Pursuant to an Offer to Purchase dated February 27, 2007 FIC acquired lands located in Calmar, Alberta (herein "Calmar No. 1") from Phoenix for $5,000,000.00. We subsequently learned that: (a)The predecessor in title to Phoenix for the Calmar No. 1 Property was Calmar South Bridge Developments Inc. (b)As far as FIC is aware, the Calmar No. 1 Property was transferred from Calmar South Bridge Developments Ltd. to Phoenix for a transfer amount of $4,200,000.00. Tansowny and his associates handled all aspects of this transaction on behalf of FIC. The resulting transfer gave rise to a payment of $800,000 to Phoenix. We believe that Crown and Tansowny may have shared, directly or indirectly, in the $800,000 payment.

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Skip Transfer Transaction No. 3 FIC purchased property legally described as Plan 1320NY, Lot B (herein "Devon Robin") from Phoenix Land Ventures Ltd. for $1,950,000.00 pursuant to a letter of intent dated March 1, 2007. The purchase price was subsequently adjusted on March 23, 2007 by Tansowny and/or Crown to $2,550,000.00. This change was made without the authorization of FIC. It subsequently came to FIC's attention that: (a)On March 23, 2007 Phoenix purchased the Devon Robin property from 1098872 Alberta Ltd. for $2,200,000.00.

(b)On March 23, 2007 Phoenix sold the Devon Robin Property to FIC for $2,550,000.00. Tansowny and his associates handled all aspects of this transaction on behalf of FIC. The resulting transfer gave rise to a payment of $350,000 to Phoenix. Again, I believe that Crown and Tansowny may have shared, directly or indirectly, in the $350,000 payment. Skip Transfer Transaction No. 4 FIC purchased property legally described as Plan 0820995, Block 1, Lot 5 (herein "Devon Church") from Phoenix for $990,000.00 pursuant to an offer to purchase dated April 14, 2008. Title to the Devon Church Property transferred to FIC in June, 2008. It subsequently came to the attention of FIC that immediately prior to the Offer to Purchase dated April 14, 2008, Phoenix had acquired the Devon Church Property from River of Hope Devon Baptist Church. The details of this transaction including the amount of the payment received by Phoenix, are not presently known to FIC. Tansowny and his associates handled all aspects of this transaction on behalf of FIC. Again, we believe that Crown and Tansowny may have shared, directly or indirectly, in payment generated from this transaction. Skip Transfer Transaction No. 5 FIC purchased a property from Calmar South Bridge Developments Inc. for $6,300,000.00 pursuant to an offer to purchase dated October 15, 2007 (herein "Calmar No. 2"). The relationship between Phoenix, Crown, Tansowny and Calmar South Bridge Developments Inc. in the context of the Calmar No. 2 transaction is not within knowledge of FIC. In particular, how Phoenix came to be involved in the Calmar No. 2 purchase is only within the knowledge of Crown and Tansowny. However, it subsequently came to the attention of FIC that Phoenix improperly received a payment of $315,000 in respect of the Calmar No, 2 purchase when payment was received from the purchase price paid by FIC in respect of this transaction. Tansowny and his associates handled all aspects of this transaction on behalf of FIC. We believe that Crown and Tansowny may have shared, directly or indirectly, in the payment to Phoenix arising from this transaction. Further particulars of Crown and Tansowny's breach of the Consulting Agreement and the duties of care which they owed to FIC herein include the arrangement of a real transaction wherein FIC acquired property by an Offer to Purchase dated November 15, 2006 in the province of Alberta (referred to herein as "Genesis on the Lake").

FIC paid $9,867,331.00 for the Genesis on the Lake property. Tansowny and his associates handled all aspects of the Genesis on the Lake transaction on behalf of FIC. It subsequently came to the attention of FIC that the Genesis on the Lake property had been sold in May of 2006 for $2,200,000 and had been sold again in September 2006 for $6,900,000. FIC states that Crown and Tansowny substantially misrepresented the value of the Genesis on the Lake property to FIC with the knowledge and intent that FIC would pay about fair market value for the Genesis on the Lake Property. In particular, Tansowny and Crown represented that the Genesis on the Lake property would have a value in excess of $25,000,000.00, which FIC relied upon. This representation was likely made with full knowledge that FIC would suffer significant loss and damage. I believe that Crown and Tansowny disclosed confidential information concerning FIC and their business activities to Phoenix and O'Dowd with the knowledge and intent that Phoenix would become an intervening purchaser to the detriment of FIC, and to the benefit of Crown, Tansowny, O'Dowd and Phoenix. When the above transactions began to receive scrutiny from FIC, Tansowny actively began to try to cause the demise of FIC, which I believe was an attempt to conceal these actions. This involved providing the improper and inaccurate information to the Commission with the intent of causing the financial instability of FIC so that the actions of Tansowny and Crown would not be investigated further. These efforts also included providing damaging opinions to the TD bank which I believe contributed to TD placing Genesis on the Lakes and other FIC entities into receivership. I believe that the conduct of Tansowny and O'Dowd, together with their related companies, has caused losses in the millions of dollars to FIC. I hope that the Commission will deal with this matter as a priority. It is my view that these individuals should answer for the damage they have caused to FIC and its investors and be prevented from doing similar harm to others in the future. I look forward to seeing immediate action being taken by the Commission regarding the above. Yours truly, Michael Lathigee Former CEO for the FIC Group of Companies

Download IMPORTANT DOCUMENTS MEMBERS ONLY: Counsel Letter to BCSC Sept27, 2011 - Click here to download in PDF format Counsel Letter to BCSC Aug 20 2011 - Click here to download in PDF format

BCSC TransactionList ODowd/Tansowny- Click here to download in PDF format TD Complaint Letter - Click here to download in PDF format

Mike Lathigee

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