Choom Holdings Inc. ("Holdings"), Choom BC Retail Holdings Inc., Phivida Holdings Inc., 2151414 Alberta Ltd. and 2688412 Ontario Inc. (collectively, "Choom"), a group of Vancouver, British Columbia-based cannabis companies, obtained protection under the CCAA on April 22. Holdings is the overall corporate parent of the group. It is a public entity listed on the Canadian Securities Exchange under the ticker symbol “CHOO”. As of the CCAA filing date, Choom operated 17 retail locations in Canada - two in British Columbia, twelve in Alberta and three in Ontario. Cannabis retail operations in Canada have endured a challenging business climate as a result of the industry being in its infancy and there being an oversaturation of cannabis retail operations in certain markets, particularly Alberta. Additionally, Choom has been negatively affected by the impacts of the COVID-19 pandemic. Retail store closures, physical distancing requirements and lower retail “foot traffic” resulted in lower sales than otherwise anticipated. EY was appointed monitor. Counsel is Dentons for Choom; DLA Piper for the monitor; McCarthy Tétrault for Aurora Cannabis; Fric, Lowenstein & Co. for a creditor; and Clark Wilson for the board of directors of Choom. By Dina Milivojevic
0989705 B.C. Ltd., Alderbridge Way GP Ltd., and Alderbridge Way Limited Partnership, Richmond, British Columbia-based real estate development companies, were granted CCAA protection on April 1. The companies have spent several years developing a high-density, mixed-used construction project, which will comprise seven mid-rise towers atop a multi-level podium with three levels of underground parking. In March 2020, citing the effects of COVID-19 and the economic outlook, Romspen Investment Corporation, the companies’ senior secured construction lender, suspended all further draws and advances under the companies’ construction facility. The companies spent the next year seeking alternative construction financing, economic concessions from project proponents, and additional injections of equity, while securing several further advances from the companies’ second-lien lenders (the "2ML Lenders"). However, the companies were unable to secure the considerable replacement construction financing that the development required. Currently, the companies have completed the major pre-construction phases of the development, pre-sold a significant portion of the development and largely finished the major undertaking of site excavation and off-site civil work. They have worked with their 2ML Lenders on a restructuring transaction to be effected by way of a credit bid that would, among other things, see Romspen and any other priority claims paid and a significant portion of the 2ML Lenders’ debt converted to equity and, concurrently with the development of a credit bid, a sale and investment solicitation process run with the assistance of a monitor with enhanced powers. A&M was appointed monitor. Counsel is Dentons for the companies; Fasken Martineau for A&M as monitor; Blakes for Romspen; Nathanson, Schachter & Thompson (counsel) and KPMG (advisors) for CIBT Education Group Inc., GEC Education City (Richmond) Limited Partnership and GEC (Richmond) GP Inc.,; McMillan for R. Jay Management Ltd. and MNB Enterprises Inc.; Digby Leigh & Co. for MNB Enterprises Inc.; Bennett Jones for JV Driver Investments Inc.; McCarthy Tetrault for Metro-Can Construction (AT) Ltd.; and McLean & Armstrong for Metro-Can Construction (AT) Ltd. By Dina Milivojevic
Pirate Excavating Ltd., a Vancouver Island-based excavating and landscaping company, and Pirate Industries Ltd., a holding company which leased construction equipment to Pirate Excavating Ltd., each filed an assignment in bankruptcy on January 18. Crowe MacKay is the bankruptcy trustee. RBC holds first charge against all present and after-acquired property of the companies. It appointed BDO as receiver pursuant to its security on or about January 31, 2022. By Dina Milivojevic
1188308 B.C. Ltd., the owner of a commercial property comprised of a community shopping centre known as Maple Park Shopping Centre located in Quesnel, British Columbia, was placed in receivership on February 22, on application by 0891701 B.C. Ltd. (the “Petitioner”), which holds a mortgage on the property. The company has failed to maintain property and liability insurance, in breach of the terms of the mortgage. In addition, the Petitioner has received correspondence from the City of Quesnel and its fire department outlining several issues with the maintenance of the property, including fire code violations. The Petitioner has also discovered that there are significant tax arrears owing on the property, and that the company has been receiving rent from a tenant, contrary to its representations to the Petitioner. The Bowra Group was appointed receiver. Counsel is Norton Rose for the Petitioner. By Dina Milivojevic
1143924 B.C. Ltd., Buffalo-Gentai (St. Johns) Investment Limited Partnership and Buffalo-Gentai Development Ltd., the owners of certain lands in Port Moody, British Columbia, had a receiver appointed on January 27, on application by Prospera Credit Union, which provided mortgage financing in connection with the purchase of the lands. The companies have committed various events of default under the Prospera loan agreement, including by seeking a windup and dissolution of Buffalo-Gentai (St. Johns) Investment Limited Partnership, one of the debtors. The Bowra Group was appointed receiver. Counsel is Owen Bird Law Corporation for Prospera. By Dina Milivojevic
BC Craft Supply Co. Ltd., a Vancouver, British Columbia-based cannabis company, filed an NOI on January 24, listing approximately $8.6 million in liabilities, including approximately $3.4 million to MMCAP International. For the nine months ended June 30, the company reported a loss of approximately $1.9 million and revenue of approximately $636,000, with approximately $84,000 of cash on hand. The purpose of the filing is to allow the company to restructure its debt. Crowe MacKay is the proposal trustee. Counsel is Whitelaw Twining Law Corporation for the company. By Dina Milivojevic
Otso Gold Corp., a BC-based mining company focused on acquiring and developing prime resource assets such as gold and copper in safe harbour jurisdictions, was placed in receivership on an interim basis on January 14, on application by the company's largest creditor, Pandion Mine Finance, owed approximately $31 million. At the time, the company was subject to CCAA proceedings, having sought protection after the company's former CEO and others were discovered to have allegedly committed embezzlement and fraud in connection with the company's assets. Pandion brought a receivership application, arguing that, among other things, the CCAA proceedings were eroding Pandion's collateral. The company opposed, arguing that, among other things, Pandion had not delivered notice under s. 244 of the BIA and that, as a consequence, was only entitled to the appointment of an interim receiver under s. 47 of the BIA. The company also argued that the amount of Pandion's debt was not as claimed. The Court granted the interim receivership order, which is to remain in force until the release of the reasons for decision on the receivership application. Deloitte was appointed interim receiver. Counsel is Farris for the company, BLG for the interim receiver and Cassels for Pandion. By Dina Milivojevic
Community Marine Concepts Ltd., Victoria International Marina Ltd., Eternaland Yuheng Investment Holding Ltd., and 0736657 B.C. Ltd., Vancouver Island, British Columbia based companies, were placed in receivership on December 13, on application by the Bank of Nova Scotia. The Bank provided the companies with a non-revolving term loan in the principal amount of $17,080,000 to provide bridge financing for the construction of a luxury yacht center in Victoria Harbour on Vancouver Island known as the Victoria International Marina. As at August 2021, when the petition was initially filed, the companies had been in default of their payment obligations for 15 months and remained indebted to the Bank in the amount of approximately $15.5 million, excluding fees and interest. The receivership order was granted on November 1 and provided that the companies would automatically be placed in receivership on December 13 unless the debt to the Bank was repaid in full prior to that date. Alvarez and Marsal was appointed receiver. Counsel is Blakes for the Bank and Crystal Law for the companies.
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.
Portliving Farms (3624 Parkview) Investments Inc. and various related entities, the owners of the Beachside Motel, the Sunny Beach Motel and the Waterfront Inn in Penticton, British Columbia, had a receiver appointed on November 29, on application by Prospera Credit Union, owed approximately $4.99 million. The Bowra Group was appointed receiver. Counsel is BHL Vancouver for the receiver.