Wholly Veggie Inc.

NOI proceeding

^{Page last updated: November 4, 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 4, 2024

On October 4, 2024, the Court issued the Assignment, Approval and Vesting Order which, among other things:

1. Approved the Stalking Horse Agreement and the Transaction;
2. Approve the assignment of all of the Company’s right, title and interest in and to certain agreements pursuant to provisions of the BIA;
3. Approved the increase to the DIP Facility and the DIP Lender’s Charge from $350,000 to $500,000;
4. Authorized the Proposal Trustee to assign the Company into bankruptcy if required;
5. Approved the Second Report of the Proposal Trustee and the activities of the Proposal Trustee set out therein; and
6. Approved the fees and disbursements of the Proposal Trustee and its legal counsel, including the estimates, as set out in the Second Report.

Status of File as of October 1, 2024

On October 1, 2024, the Proposal Trustee filed its Second Report to inform the Court on the following:

1. The activities of the Company and the Proposal Trustee since the First Report;
2. The Company’s actual cash flows for the 6-week period from August 23, 2024 to September 27, 2024 as compared to the initial cash flow forecast included in the First Report and the amended cash flow forecast;
3. The outcome of the SISP;
4. The Proposal Trustee’s recommendation with respect to the Company’s motion for the Assignment, Approval, and Vesting Order.

Status of File as of September 30, 2024

On September 30, 2024, the Company filed its motion with the Court for an order (the “Assignment, Approval and Vesting Order”) to, among other things:

1. Approve the increase to the DIP Facility and the DIP Lender’s Charge from $350,000 to $500,000;
2. Approve the transaction (the “Transaction”) of the stalking horse asset purchase agreement between the Company, as vendor, and DIP Lender, as purchaser (in such capacity, the “Purchaser”), dated August 20, 2024 (the “Stalking Horse Agreement");
3. Approve the assignment of all of the Company’s right, title and interest in and to certain agreements pursuant to provisions of the BIA;
4. Approve the Second Report of the Proposal Trustee to be filed with the Court (the “Second Report”) and the activities of the Proposal Trustee set out therein; and
5. Authorize the Proposal Trustee to assign the Company into bankruptcy if required.

The motion will be heard on October 4, 2024.

Status of File as of August 26, 2024

On August 26, 2024, the Court issued the SISP Approval, Stay Extension and Charges Approval Order which, among other things:

1. Approved an extension to the Stay Period to and including October 27, 2024;
2. Granted a first ranking charge (the “Administration Charge”) on the Property of the Company (as defined in the SISP Approval, Stay Extension and Charges Approval Order), in the amount of $100,000, to secure the professional fees of the Proposal Trustee, legal counsel to the Proposal Trustee and legal counsel to the Company, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise;
3. Authorized the Company to borrow under a credit facility (the “DIP Facility”) from Windermere Investment Corp. (the “DIP Lender”) in order to finance the Company’s working capital requirements and its general corporate purposes, provided that borrowings under the DIP Facility shall not exceed $350,000 unless permitted by further Order of the Court;
4. Granted a second ranking charge in favour of the DIP Lender over the Property of the Company to a maximum amount of $350,000, as security for the DIP Facility (the “DIP Lender’s Charge”), which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise;
5. Approved and authorized the Company and the Proposal Trustee to perform the sale and investment solicitation process (the “SISP");
6. Approved the Stalking Horse Agreement for the purposes of constituting the “stalking horse” bid in the SISP between the Company and the DIP Lender; and
7. Approved the First Report of the Proposal Trustee and the activities of the Proposal Trustee as described threrein.

Status of File as of August 22, 2024

On August 22, 2024, the Proposal Trustee filed its First Report with the Court (the “First Report”) to provide the Court with information on:

1. The background of the Company;
2. The Proposal Trustee’s activities since the Filing Date;
3. The Company’s statement of projected cash flows for the 10-week period from August 23, 2024 to October 25, 2024 (the “Cash Flow Forecast”) and the Proposal Trustee’s report on the Cash Flow Forecast;
4. The Proposal Trustee’s review and recommendation of the Interim Financing term sheet;
5. The Proposal Trustee’s recommendation with respect to the Company’s request for an order (the “SISP Approval, Stay Extension and Charges Approval Order").

Status of File as of August 15, 2024

On August 13, 2024, (the "Filing Date"), Wholly Veggie Inc. (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. The Company 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 the Company.

The Notice of the NOI and the Proposal Trustee’s appointment will be mailed to all known creditors of the Company in accordance with the provisions of the BIA.