Rising Phoenix International Inc., a Montreal, Quebec-based student recruitment company, and various related entities, certain of which operated private colleges in Quebec, obtained CCAA protection on January 7. The vast majority of the students at the colleges are international (95% from India) and are attending the colleges as part of the "Study, Work, Immigrate" program implemented by Immigration and Citizenship Canada. The insolvency of the companies is attributable to, among other things: (1) the impact of the COVID-19 pandemic; (2) untimely and improperly financed expansions; (3) changes to the immigration process for international students; and (4) certain litigation and public relations issues faced by the companies related to the propriety of recruiting large numbers of English-speaking international students from India, the quality of education at private colleges and the fact that students were not required to learn French. Richter was appointed monitor. Counsel is Kaufman Lawyers for the companies, Stikeman Elliott for the monitor, Fishman Flanz and TGF for Firm Capital Mortgage Fund and KRB Lawyers for Gestion Levy Inc., the DIP lender.
LTL Management LLC, a North Carolina company and an indirect subsidiary of Johnson & Johnson, a global provider of health care products, had its US Chapter 11 proceedings recognized under the CCAA on December 17. The company was created in 2021 as part of a corporate restructuring to hold certain assets and all of the claims in respect of JOHNSON's Baby Powder, which is the subject of multiple class action lawsuits relating to the use of talcum in its production. The company's only assets in Canada are funds held by its legal counsel. EY was appointed information officer. Canadian counsel is Blakes for the company, Cassels for the information officer, Osler for Bausch Health Companies Inc., Miller Thomson for the Official Committee of Talc Claimants, and TGF for Rochon Genova LLP in its capacity as lawyers to Cindy Lou Strathdee, et al.
BlackRock Metals Inc., Blackrock Mining Inc., BRM Metals GP Inc. and Blackrock Metals LP, a Montreal, Québec-based group of companies whose main activity is the development and implementation of Project Volt, a multi-metallic ferroalloy project in the province of Québec, obtained protection under the CCAA on December 23. The companies are development-stage mining companies that have not yet completed construction of their facility. Consequently, the companies currently have no revenue-generating activities and the recovery of amounts recorded as assets in the companies' financial statements depends on the confirmation of the companies' interest in Project Volt’s underlying mining rights, their ability to finalize and secure construction financing, and future profitable production or proceeds from the operation of the business or the disposition thereof. The companies' bridge financing came to maturity on December 1, 2021, and $90,759M is now due and immediately payable to OMF Fund II H Ltd. (“Orion”) and Investissement Québec (“IQ”). The companies intend to seek approval of a SISP and a stalking horse agreement with Orion and IQ on the comeback hearing. Deloitte was appointed monitor. Counsel is Lavery for the companies, Norton Rose for IQ and Faskens for the monitor.
King Street Restaurant Group – a Toronto, Ontario-based hospitality group that operated eight restaurants under various brands including Jacobs & Co, Buca, Bar Buca, La Banane, CXBO and Jamie’s Italian – filed an assignment in bankruptcy on December 9. The Group previously obtained CCAA protection on November 6, 2020. It conducted a SISP in the CCAA proceedings which resulted in no qualified bids being received, and the majority of the Group's assets were ultimately sold to Third Eye Capital Corporation and the Group's other senior secured creditors via a credit bid. MNP was appointed trustee. Counsel is Gowling WLG for the Group, Miller Thomson for the trustee and Bennett Jones for Third Eye Capital Corporation.
Kaisen Energy Corp., a Calgary, Alberta-based upstream oil and gas company, obtained protection under the CCAA on December 8. Due to the impacts of COVID-19 and significant commodity price volatility, Kaisen was obligated to shut-in a significant portion of its operations to reduce costs, and its production dropped significantly before eventually rebounding to approximately 50% production capacity in November 2021. In addition to these operational challenges, Kaisen: (a) suffered material losses in 2018 and 2019 in connection with a hedging plan it then had in place, and (b) has had its credit facilities significantly reduced by its senior secured lender resulting in its available credit decreasing from $5.5M in Q4 2017 down to $1.85M in Q4 2020. EY was appointed monitor. Counsel is MLT Aikins for the company and Norton Rose for the monitor.
Harte Gold Corp. (TSX:HRT), a Toronto, Ontario based gold mining company whose sole business is a gold mining operation in northern Ontario, obtained protection under the CCAA on December 7. As a result of the COVID-19 pandemic, in March 30, 2020 the company temporarily suspended its mining operations for four months, negatively impacting its liquidity position as it was required to obtain additional financing to restart its operations and continue as a going concern. The company has also experienced numerous operational difficulties, resulting in a revenue shortfall of about $22 million from the company's projections for 2021. Prior to the CCAA filing, the company, with the assistance of FTI as financial advisor, conducted a strategic process that led to a wholly-owned subsidiary of Silver Lake Resources Limited being selected as DIP lender and stalking horse bidder. The company intends to conduct a SISP in the CCAA proceedings. FTI was appointed monitor. Counsel is Stikeman Elliott for the company, Goodmans for the monitor, TGF for the company's board of directors, Osler for the DIP lender, Fasken for BNP Paribas and McCarthy Tétrault for Appian Capital.
Otso Gold Corp. (TSX-V:OTSO) and certain related entities obtained protection under the CCAA on December 3. The companies are engaged in mineral exploration and development, focused on acquiring and developing prime resource assets, such as gold and copper, in safe harbour jurisdictions. Their primary business pertains to the development of the Laiva Gold Project in Norther Ostrobothnia, Finland (the "Otso Gold Mine"). Otso also owns a 49% interest in a Copper Creek porphyry copper gold exploration project situated in the golden triangle in British Columbia. The companies’ largest creditor is Pandion Mine Finance, which has advanced a total principal amount of $32,600,000 USD to the companies between 2017 and 2020. As at December 7, 2021 (when the loan is due), the amount owing to Pandion inclusive of principal and interest will be $25,875,000 USD. Until November 2021, the companies were managed by Lionsbridge Capital Pty Ltd., and the majority of Otso's directors and officers were Lionsbridge nominees. As a result of various concerns relating to Lionsbridge's management, A&M was appointed to provide restructuring services to the companies on November 24. Shortly thereafter, Lionsbridge's principals resigned and purported to terminate the management agreement. The companies also discovered that, among other things, Lionsbridge's office at the Otso Gold Mine had been completely emptied and Otso's computers and files had been removed; there were unaccounted for charges on Otso's credit card; and one of the companies had sold approximately $740,000 of gold which was paid for by wire transfer, but the funds are allegedly missing from Otso's bank accounts. Based on the above, an Otso executive made contact with Finnish border control services to report possible criminal activity, and, according to the company, Finnish authorities have apprehended one of the principals and placed him into custody. Deloitte was appointed monitor. Counsel is Farris for the companies, BLG for the monitor and Cassels for Pandion.
Boreal Capital Partners Ltd. and certain related entities, an Oakville, Ontario-based group of companies in the business of developing residential and commercial real estate projects, including multifamily residential condominium projects, obtained protection under the CCAA on November 25, listing almost $45 million in liabilities to Halmont Properties Corporation, their principal secured creditor. The companies currently have five projects underway, one of which is at an advanced stage of construction. However, they are facing pressing liquidity concerns as a result of severe alleged mismanagement, including a failure to provide the required reporting, the co-mingling of various funds and accounts, and various unauthorized payments and transfers. The purpose of the CCAA proceedings is to provide the companies with the breathing space to stabilize operations, continue the development of the active projects and develop a restructuring plan. EY was appointed monitor. Kesmark Estates was appointed as CRO. Halmont is providing DIP financing. Counsel is TGF for the companies, Lenczner Slaght for the monitor, Wildeboer Dellelce for Halmont and BLG for Trisura Guarantee Insurance Company.
Medifocus Inc. (TSX-V:MFS), a Maryland, US-based biotechnology company incorporated under the Ontario Business Corporations Act, obtained protection under the CCAA on October 7. The company holds a portfolio of medical products used in treating cancerous and benign tumors and enlarged prostates. Due to the COVID-19 pandemic, many of the routine treatments which require Prolieve - one of the company's central products - have been delayed. As a result of decreased demand for Prolieve, as well as COVID-related supply chain disruptions, Medifocus has halted the sales of Prolieve since May 2021. On September 4, 2020, the Ontario Securities Commission issued a cease trade order against the company for failure to file certain periodic disclosures. The company filed an NOI on September 8. It then had its NOI proceeds continued under the CCAA to maximize the value of its business while it runs a SISP. Spergel (GRIP) was appointed monitor. Counsel is Weisz Fell Kour for the company and Aird & Berlis for the monitor.
McEwan Enterprises Inc., a Toronto, Ontario-based premier hospitality company, obtained protection under the CCAA on September 28, listing over $10 million in liabilities. The company's business is comprised of six high-end restaurant locations (including Bymark, Fabbrica and ONE Restaurant), three gourmet grocery locations, a catering business and an events business, A key part of the company's restructuring plan and the CCAA proceedings is to effectuate a going concern transaction of the company's business, including the sale and transfer of substantially all of its assets and liabilities, to a new entity formed by the company's current shareholders, Fairfax Financial Holdings Limited and McEwan Holdco Inc. A&M was appointed monitor. Counsel is Goodmans for the company and Bennett Jones for the monitor.