On May 1,2020, by Order (the “Appointing Receiver Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”), A. Farber & Partners Inc. (“Farber”) was appointed as receiver and manager (the “Receiver”), pursuant to section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”) and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended, without security, of certain of the assets, undertakings and properties of Pure Global Cannabis Inc., Puresinse Inc., 237A Advance Inc., 237B Advance Inc., SPRQ Health Group and The Great Canadian Hemp Company, Ltd. (defined as the “Debtors” or “Pure Global Group”) acquired for, or used in relation to a business carried on by the Debtors, including all proceeds thereof, but not the Excluded Assets or Excluded Undertakings (collectively, the “Property”).
On March 19, 2020 the Pure Global Group sought and obtained an Order from the Ontario Superior Court of Justice (Commercial List) granting relief under the Companies’ Creditors Arrangement Act (the “CCAA”). Ernst & Young Inc. was appointed as Monitor of the Debtors during these CCAA proceedings (“EY” or the “Monitor”).
The CCAA process is continuing at this time. Pursuant to the Amended and Restated Initial Order in the CCAA Proceeding dated April 3, 2020, Pure Global was required to arrange for the orderly, expeditious and lawful disposition or destruction of its cannabis or cannabis products in compliance with applicable law. That process is to continue and the CCAA Proceeding remains in place until further Order of the Court. The Pure Global Group CCAA case web site can be viewed at: https://documentcentre.eycan.com/Pages/Main.aspx?SID=2489
The Appointing Receivership Order attached below.
On October 13, 2020 the Receiver will be seeking an Order for the following relief:
1. An Order (the “Administration Order”), substantially in the form attached at Tab 3 of this Motion Record, among other things:
- terminating the CCAA proceedings and discharging Ernst & Young Inc., in its capacity as monitor of the Respondents (the “Monitor”);
- terminating the CCAA Charges (as defined in the Initial CCAA Order) once all amounts owing and secured by the CCAA Charges have been paid in full;
- directing Health Canada to revoke the Cannabis License within ten days upon written notice by the Receiver (as such date may be further extended by the Receiver in writing);
- approving the Monitor’s activities as described in the First Report of the Monitor dated April 1, 2020, the Second Report of the Monitor dated April 21, 2020 and Third Report of the Monitor, to be filed, 2020 (the “Third Monitor’s Report”);
- approving the fees of the Monitor and its counsel, as described in the Third Monitor’s Report;
- approving the Receiver’s interim receipts and disbursements (the “Interim R&D”), for the period between May 1, 2020 to September 30, 2020, as described in the First Report; and,
- approving the fees and disbursements of the Receiver and its counsel, Thornton Grout Finnigan LLP, and the Receiver’s activities as described in the First Report.
2. An Order (the “Approval and Vesting Order”), substantially in the form attached at Tab 4 of this Motion Record, among other things:
- approving the asset purchase agreement dated September 8, 2020 (the “Asset Purchase Agreement”) between the Receiver and 2423454 Ontario Inc. (the “Purchaser”) approving the sale of the property at 237A Advance Blvd Brampton (“237A”);
- vesting the 237A Property in the Purchaser in accordance with the Asset Purchase Agreement;
- authorizing the distribution of certain of the sale proceeds to 2056707 Ontario Inc. in satisfaction of its secured claim against the 237A Property, after payment of the 237A Priority Payables;
- authorizing the distribution of certain of the sale proceeds to the DIP Lender, the Monitor, its counsel, and the Respondents’ counsel for amounts secured by the DIP Charge and the Administration Charge, respectively, plus the fees of the Monitor and its counsel incurred after the date of the Receivership Order; and
- sealing Confidential Appendices “1”, “2”, “3” and “4”.
The full particulars regarding this requested relief is set out below in the Motion Record dated October 6, 2020 and the First Report of the Receiver.
The requested relief was granted and the Approval and Vesting Order dated October 13, 2020 (among other matters approving the sale of 237A Advance Blvd), the Administration Order dated October 13, 2020 and Endorsement of Justice Hainey of the same date are posted below.
The Receiver is offering the Debtors’ assets and properties for sale. Included in the sale are:
- Land and buildings located at:
- 237A Advance Blvd, Brampton, ON
- 237B Advance Blvd, Brampton, ON
- Cannabis production and processing equipment
Please note that an agreement of purchase has been entered into for 237A which is subject to Court Approval on October 13, 2020
For the remaining property and assets, interested parties are invited to contact the Receiver’s listing agent:
Avison Young Commercial Real Estate (Ontario) Inc.
For enquires, please contact:
The case updates and court filed documents on this website are for information purposes only and you should consult your financial or legal adviser if you have any questions or concerns about your rights or obligations. Additional updates on the status of these proceedings may become available in the future.
- Motion Record, dated October 6, 2020, returnable October 13, 2020
- Monitor’s Motion Record re Approval of Activities, dated April 23, 2020
- Responding Motion Record of MMCAP International Inc., dated April 23, 2020
- Affidavit of Christel Paul, dated April 23, 2020
- Summary of Arguments of the Objecting Secured Creditors, dated April 23, 2020
- Motion Record re Increase in DIP Facility and Stay Extension, dated April 21, 2020
Court Orders & Endorsements
- Order of Justice Hainey, dated May 1, 2020
- Endorsement of Justice Hainey, dated May 1, 2020
- Approval and Vesting Order dated October 13, 2020
- Administration Order dated October 13, 2020
- Endorsement of Justice Hainey dated October 13, 2020