NOI Proceedings

Notice of Intention to Make a Proposal

^{Page last updated: April 9, 2020}

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On March 11, 2020, Green Relief Inc. (“Green Relief” or the “Company”) filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to Section 50.4(1) of the Bankruptcy and Insolvency Act (Canada) (“BIA”) and PricewaterhouseCoopers Inc., LIT (“PwC”) was named as the Licensed Insolvency Trustee under the NOI (the “Proposal Trustee”).

As a result of the filing of the NOI, all creditors are stayed from commencing or continuing any proceedings against the Company and Green Relief has a period of 30 days to file their proposal with the Proposal Trustee pursuant to the provisions of the BIA (the “Stay Period”), subject to any extensions of the Stay Period that the Court may grant upon application by Green Relief.

On March 17, 2020, the Notice of the NOI and the Proposal Trustee’s appointment was mailed to all known creditors of Green Relief in accordance with the provisions of the BIA

Status of the File as of April 9, 2020

On April 8, 2020, Green Relief sought and obtained an order (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”) authorizing that the NOI Proceedings may be continued under the Companies’ Creditors Arrangement Act (“CCAA Proceedings”) and appointing PricewaterhouseCoopers Inc., LIT (“PwC”), as monitor in the Company’s CCAA Proceedings (the “Monitor”). Information relating to the CCAA Proceedings can be found on the front page of this website.

Status of the File as of April 7, 2020

On April 7, 2020, the Proposal Trustee filed its first report (the “Trustee’s Report”) with the Court to provide the Court with information regarding the following:

Background information on the Company, including its financial position, financial results, causes of financial difficulties, and insolvency;
A summary of the Proposal Trustee’s activities since filing of the NOI;
A summary of the Green Relief’s cash flow forecast (“CFF”) for the period from March 12, 2020 to April 10, 2020;
The Company’s actual cash flow for the period March 12, 2020 to March 27, 2020;
PwC’s qualifications to act as monitor in the CCAA proceedings;
The rationale behind the continuation of the NOI proceedings under the CCAA and the Proposal Trustee’s position with respect thereto;
PwC’s view with respect to the Bridge DIP Financing (as defined below);
PwC’s view with respect to the Charges (as defined below); and
The Proposal Trustee’s recommendations in respect of the Company’s request for the CCAA Initial Order, or strictly in the alternative, the Company’s request for the NOI Extension Order.

Status of the File as of April 3, 2020 (updated on April 6, 2020)

On April 3, 2020, the Company filed a motion and on April 6, 2020, a supplementary motion for an order (the "Initial Order"), to among other things:

Authorize the continuation of the NOI proceedings under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (“CCAA”) as provided in the CCAA;
Appoint PwC as monitor (the "Monitor") of the Company in the CCAA proceedings;
Stay all proceedings and enforcement processes taken or that might be taken in respect of Green Relief, the Monitor or their respective employees and representatives up until and including May 1, 2020 (the "CCAA Stay Period");
Grant the Company the authority to file a plan of compromise or arrangement;
Approve the debtor-in-possession term sheet dated April 5, 2020 (the “Bridge DIP Term Sheet”), between Green Relief and Antonio Battaglia (the “Bridge DIP Lender”) and the $250,000 debtor-in-possession credit facility provided by the DIP Lender to the Company (the “Bridge DIP Financing”);
Grant a super-priority charge over all property of the Company, as security for professional fees and disbursements of the Company’s counsel, the Monitor, and counsel for the Monitor, incurred, both before and after making of the CCAA Initial Order, up to a maximum aggregate amount of $1,000,000 (the “Administration Charge”);
Grant a super-priority charge in favour of the directors and officers of the Company as listed in Schedule “A” to the CCAA Initial Order (the “Listed Officers and Directors”) over all the property of the Company to a maximum amount of $250,000, as security for the Company’s indemnity to the Listed Officers and Directors granted to the Company’s directors and officers, up to a maximum amount of $250,000 (the “Directors’ Charge”); and
Grant a super-priority charge over all property of the Company, as security for Bridge DIP Financing, in favour of the Bridge DIP Lender, up to a maximum amount of $250,000 (the “DIP Lender’s Charge” and together with Administration Charge and Directors’ Charge, the “Charges”); and
Approve the First Report of the Proposal Trustee and the activities of the Proposal Trustee as described therein.

In the alternative, an order (the “NOI Extension Order”) extending the time period within which Green Relief must file a Proposal with the Official Receiver and extend the Stay in the NOI proceedings to May 1, 2020.

The motion will be heard on April 8, 2020