Indiva Limited, Indiva Amalco Ltd., Indiva Inc., Vieva Canada Limited and 2639177 Ontario Inc.

CCAA

^{Page last updated: October 21, 2024}

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.

Status of file as of October 17, 2024

On October 17, 2024, the Monitor filed its Fourth Report (the “Fourth Report”) with the Court, to provide the Court with the information on the:

1. Activities of the Companies and the Monitor since the Monitor’s Third Report;
2. Companies’ actual cash flows as compared to the extended cash flow;
3. Update on the Sale Process;
4. Monitor’s comments and recommendations in connection with the Companies’ motion for the Sale Approval Order and the Ancillary Order.

Status of file as of October 15, 2024

On October 11, 2024, the Companies filed their motion with the Court for orders

1. An order (the “Sale Approval Order”) to, among other things:
   1. Approve the amended and restated stalking horse agreement of purchase and sale and subscription agreement dated October 11, 2024 (the “A&R Stalking Horse Agreement”) among Indiva Limited, Indiva Inc., Indiva Amalco Inc., and Vieva Canada Inc. (collectively, the “Indiva Entities”) and SNDL Inc. (“SNDL”), and the transaction contemplated thereby (the “Stalking Horse Transaction");
   2. Authorize the Applicants and SNDL to take such steps and actions necessary to complete the Stalking Horse Transaction;
   3. Approve the addition of ResidualCo as an Applicant in these CCAA Proceedings and vesting all Excluded Assets, Excluded Contracts, and Excluded Liabilities (as such terms are defined in the A&R Stalking Horse Agreement) out of Indiva OpCo and Vieva (together, the “Purchased Indiva Entities”) and into ResidualCo; and
   4. Terminate and cancel all securities of the Purchased Indiva Entities for no consideration and vest Indiva Amalco Inc.’s right, title and interest in and to the Purchased Indiva Shares (as defined in the A&R Stalking Horse Agreement) in SNDL; and
2. An order (the “Ancillary Order”) to, among other things:
   1. Extend the Stay Period to and including December 16, 2024;
   2. Authorize the Monitor to file an assignment in bankruptcy on behalf of ResidualCo; and
   3. Approve the Monitor’s Reports and activities.

The motion will be heard on October 21, 2024.

Status of file as of September 30, 2024

On August 30, 2024, the Court issued the Stay Extension and DIP Amendment Order which, among other things:

1. Extended the Stay Period to and including October 31, 2024; and
2. Approved the increased to the DIP Facility by $1,300,000 ($3,700,000 in aggregate) pursuant to the DIP Agreement as amended by the DIP Amendment.

Status of file as of August 27, 2024

On August 27, 2024, the Monitor filed its Third Report with the Court (the “Third Report”) to inform the Court of the following:

1. The activities of the Companies and the Monitor since the Second Report;
2. The Companies’ actual cash flows for the 10-week period ending August 16,2024 as compared to the cash flow forecast included in the Pre-Filing Report; and
3. The Monitor’s views on the Companies’ motion for the Stay Extension and DIP Amendment Order.

Status of file as of August 23, 2024

On August 23, 2024, the Companies filed its motion for an order (the “Stay Extension and DIP Amendment Order”) to, among other things:

1. Extend the Stay Period to and including October 31, 2024 (the “Stay Extension”); and
2. Amend the increase to the DIP Facility by $1,300,000 in accordance with the terms of an amending agreement dated August 22, 2024 between the DIP Lender and the Companies (the “DIP Amendment”).

The motion will be heard on August 30, 2024.

Status of file as of July 9, 2024

On July 5, 2024, the Court issued the Sale Process Approval Order which, among other things:

1. Approved the Sale Process and authorized the Companies and the Monitor to implement the Sale Process pursuant to the terms of the Sale Process;
   
2. Authorized the Companies to enter into the Stalking Horse Purchase Agreement, dated June 28, 2024, between Indiva as vendor and SNDL Inc. as the Stalking Horse Purchaser;
3. Approved the Expense Reimbursement and payment thereof in accordance with the Stalking Horse Purchase Agreement; and
4. Approved the Expense Reimbursement Charge on the Property, in the amount of $300,000 as security for payment of the Expense Reimbursement, which charge shall rank subordinate to the Administration Charge, the DIP Lender’s Charge, the Directors’ Charge, and the KERP Charge, but in priority to all other encumbrances.

Status of file as of June 28, 2024

On June 28, 2024, the Companies filed their motion for an order (the “Sale Process Approval Order”) to, among other things:

1. Authorize and approve an agreement of purchase and sale (the “Stalking Horse Purchase Agreement”) between Indiva and the SNDL (the “Stalking Horse Purchaser”) dated June 28, 2024, nunc pro tunc, including the Expense Reimbursement (as defined in the motion);
2. Grant a charge (the “Expense Reimbursement Charge”) over the Property (as defined in the motion) in favour of the Stalking Horse Purchaser as security for payment of the Expense Reimbursement;
3. Approve a sale process (the “Sale Process”) in which the Stalking Horse Purchase Agreement will serve as the “Stalking Horse Bid”, and authorize the Companies and the Monitor to implement the Sale Process pursuant to its terms; and
4. Authorize and direct the Companies and the Monitor to perform their respective obligations to perform their obligations under the Sale Process.

The motion will be heard on July 5, 2024.

Status of file as of June 21, 2024

On June 21, 2024, the Court issued the Amended and Restated Initial Order which, among other things:

1. Extended the Stay Period to and including September 6, 2024;
2. Approved the increase of the maximum principal amount of the DIP Facility to $2,400,000;
3. Approved the increase of the Administration Charge to $700,000;
   
4. Approved the increase of the DIP Lender’s Charge to $2,400,000;
5. Approved the increase of the Directors’ Charge to $2,651,000;
6. Approved the KERP and granted the fourth-ranking KERP Charge in the amount of $132,100 on the Property of the Companies, as security for the KERP;
7. Approved the sealing of the KERP Summary; and
8. Allowed the Companies to maintain the status quo of the Excise License during the Stay Period.

Status of file as of June 19, 2024

On June 19, 2024, the Monitor filed its First Report with the Court (the “First Report”) to provide the Court with information concerning:

1. The activities of the Companies and the Monitor since the Filing Date;
2. The Monitor’s views on the Companies’ motion for the Amended and Restated Initial Order

Status of file as of June 18, 2024

On June 17, 2024, the Applicants filed their motion with the Court for an order (the “Amended and Restated Initial Order”) to, among other things:

1. Extend the Stay Period to and including September 6, 2024;
2. Increase the maximum principal amount of the DIP Facility to $2,400,000;
3. Increase the Administration Charge to $700,000;
4. Increase the DIP Lender’s Charge to $2,400,000;
5. Increase the Directors’ Charge to $2,651,000;
6. Approve the Key Employee Retention Plan (“KERP”) and grant a fourth-ranking charge (the “KERP Charge”) on the Property of the Companies, as security for the KERP;
7. Seal the summary of the KERP filed as confidential exhibit to the Affidavit of Carmine Neil Marotta, sworn June 17, 2024 (the “KERP Summary”); and
8. Maintain the status quo of the Excise License during the Stay Period.

The motion will be heard on June 21, 2024.

Status of file as of June 13, 2024

On June 13, 2024 (the “Filing Date”), Indiva Limited (“Indiva”), Indiva Amalco Ltd., Indiva Inc., Vieva Canada Limited and 2639177 Ontario Inc. (the “Applicants” or the “Companies”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act R.S.C.1985, c.C-36, as amended (“CCAA Proceeding”) from the Ontario Superior Court of Justice Commercial List (the “Court”).

The Initial Order, among other things:

1. Appointed PricewaterhouseCoopers Inc., LIT (”PwC”) as monitor of the Companies (the “Monitor”);
2. Authorized the Companies to borrow under a credit facility from SNDL Inc. ("SNDL" or the “DIP Lender”) in order to finance the Companies’ working capital requirements and other general corporate purposes and capital expenditures, provided that borrowings under such credit facility shall not exceed $900,000 (the “DIP Facility”), unless permitted by further order of this Court; and
3. Authorized the Companies to continue to utilize the central cash management system (the “CMS”) currently in place as described in the affidavit of Carmine Niel Marotta, sworn June 12, 2024 or, with the consent of the Monitor and the DIP Lender replace it with another substantially similar central CSM;
4. Approved a stay of proceedings up to and including June 23, 2024 (“Stay Period”), which applies against the Companies or the Monitor, or any of their respective employees and representatives, any of the former, current or future directors or officers of the Companies and the Companies’ Property and Business (as defined in the Initial Order);
5. Granted a first ranking charge, in the amount of $400,000 (the “Administration Charge”), on the Property of the Companies, as security for the professional fees and disbursements of the Monitor, the Monitor’s counsel and the Companies’ counsel, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise;
6. Granted a second ranking charge in favour of the DIP Lender over the Property of the Companies to a maximum amount of $900,000, as security for the DIP Facility (the “DIP Lender’s Charge”); and
7. Granted a third ranking charge, in the amount of $765,000 (the “Directors’ Charge”), on the Property of the Companies’, as security for the indemnity granted to the Companies’ directors and officers, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, on June 18, 2024, a notice was sent to all known creditors of the Companies who are owed $1,000 or more.