Feronia Inc
FollowActive
- Proceeding
- NOIsubsection 50.4(1) of the Act
- File
- 11-2660313
Filings held31
Last activity11 Dec 2020
On the record2,131 days
OverviewSummary updated
Feronia Inc. filed a notice of intention to make a proposal under subsection 50.4(1) of the Bankruptcy and Insolvency Act on July 23, 2020, under court file no. 11-2660313 in British Columbia, with Ernst & Young Inc. as Licensed Insolvency Trustee. The proceeding remains active. A preliminary list of creditors owed $250 or more, prepared from company records as at July 23, 2020, is led by CDC at $1,342, converted to Canadian dollars at 1.342, at $30,421,690.64, followed by TSX Financial Trust Company, indenture trustee for the convertible debentures, at $6,006,560.00, and related entity Feronia Maia SRL at $1,480,501.95. Aird & Berlis LLP is listed at $247,440.00 and Ernst & Young Inc. itself at $79,256.00, a claim flagged as a potential related-party or conflict interest given its role as Proposal Trustee. Directors and officers including Kalaa Mpinga, at $71,560.81, appear as individual creditors.
Proceedings AIAsk this case — answers cite the filings
Case updates31 dated entries
28 earlier updates, back to 20 November 2020 — subscribers.
Parties
Debtor
Feronia Inc
Proposal trustee
EY
Bench and counselPer the orders and service lists on the record
Counsel of record
| Party | Counsel | First seen | Source |
|---|---|---|---|
| DebtorFeronia Inc | Aird & Berlis LLP · Boughton Law Corporation | 18 Aug 2020 | Service list · 18 Aug 2020 |
| CreditorCobb | Norton Rose Fulbright Canada LLP | 24 Aug 2020 | Service list · 24 Aug 2020 |
| CreditorEdmond Lamek Tel | Dla Piper LLP | 18 Aug 2020 | Service list · 18 Aug 2020 |
| CreditorJohn R. Sandrelli | Dentons Canada LLP | 24 Aug 2020 | Service list · 24 Aug 2020 |
| CreditorMichael Birch | Blake, Cassels & Graydon LLP | 18 Aug 2020 | Service list · 18 Aug 2020 |
| CreditorMr. Gregory Steers | Cassels Brock & Blackwell LLP | 24 Aug 2020 | Service list · 24 Aug 2020 |
Capital structureAs asserted in the filings
| Priority class | Creditor | Amount | Source |
|---|---|---|---|
| Unsecured | CDCU.S. dollar amounts converted to CAD at exchange rate of 1.342 — debtor: Feronia Inc. · as of 23 Jul 2020 | $30.4M | Notice to Creditors |
Sale processAs stated in the filings
Sale closed — Sale Transaction completed prior to bankruptcy, selling substantially all assets Report of the Trustee's Preliminary Administration · 11 Dec 2020
| Purchaser | Price | Status | Source |
|---|---|---|---|
| Feronia KNMthe Vendor's right, title and interest in and to the assets described in the Sale Agreement (collectively, the "Purchased Assets") · share sale · agreement 17 Jul 2020 | Subscribers | Closed19 Nov 2020 | Report of the Trustee's Preliminary… |
AdvisorsErnst & Young Corporate Finance (financial advisor); Ernst & Young Orenda Corporate Finance Inc. (financial advisor) Report of the Trustee's Preliminary Administration
Closing termsVesting occurs upon delivery of Trustee's Certificate confirming payment and satisfaction of conditionsOrder approving the sale of assets
Fees and ratesAs stated in the filings
9 engagements · 2 firms — latest: Ernst & Young Inc., 23 Jul – 18 Sep 20201. An Order extending the time for filing a proposal by Feronia from… · 5 Oct 2020
Estate financialsReported figures — never derived
Cash on hand
$120K
As at 11 Dec 2020 Report of the Trustee's Preliminary Administration
Documents
31 filings
| Date | Document | File |
|---|---|---|
Report of the Trustee's Preliminary Administration
| PDF · Subscribers | |
Certificate of Appointment
| PDF · Subscribers | |
Trustee's Certificate
| PDF · Subscribers | |
1. An Order extending the time for filing a proposal by Feronia from October 6, 2020 to 11:59 p.m. on November 20, 2020. 2. An Order approving the Amending Agreement, dated September 28, 2020 (the "Amendment"), extending the "Closing Date" and the "Outside Date" (as defined therein). 3. An Order extending the stay of proceedings from October 6, 2020 to 11:59 p.m. on November 20, 2020. 4. An Order approving the accounts of the Proposal Trustee, in the amount of $132,683.47 (inclusive of applicable taxes), for fees and disbursements incurred for the period of July 29 to September 18, 2020, 5. An Order approving the accounts of Dentons Canada LLP ("Dentons") counsel for the Proposal Trustee, in the amount of $39,556.57 (inclusive of applicable taxes), for fees and disbursements incurred for the period of August 24 to September 3, 2020. 6. An Order approving of the activities of the Proposal Trustee as set forth in the Proposal Trustee's Supplement to the First Report and as set forth in the Proposal Trustee's Second Report
| PDF · Subscribers | |
| Extension of time for filing proposal (9) The insolvent person may, before the expiry of the 30-day period referred to in subsection (8) or of any extension granted under this subsection, apply to the court for an extension, or further extension, as the case may be, of that period, and the court, on notice to any interested persons that the court may direct, may grant the extensions, not exceeding 45 days for any individual extension and not exceeding in the aggregate five months after the expiry of the 30-day period referred to in subsection (8), if satisfied on each application that (a) the insolvent person has acted, and is acting, in good faith and with due diligence; (b) the insolvent person would likely be able to make a viable proposal if the extension being applied for were granted; and (c) no creditor would be materially prejudiced if the extension being applied for were granted | PDF · Subscribers | |
| THIS COURT ORDERS AND DECLARES THAT: 1. Pursuant to section 50.4(9) of the Bankruptcy and Insolvency Act (Canada), the time for filing a proposal with the Official Receiver in these proceedings of the Company, including the stay of proceedings, is hereby extended to and including November 20, 2020. 2. The activities of the Proposal Trustee, as described in the First Supplemental Report, the Second Report, the Second Supplemental Report, and the Proposal Trustee's Statement of Receipts and Disbursements (attached as Appendix "B" to the Second Report), are hereby approved. 3. The fees and disbursements of the Proposal Trustee, as set forth in the Proposal Trustee's Second Report, in the amount of $132,683.47 (inclusive of applicable taxes thereon), is hereby approved. 4. The fees and disbursements of Der tons Canada LLP, counsel for the Proposal Trustee, as set forth in Sandrelli Affidavit #1, in the amount of $39,556.57 (inclusive of applicable taxes thereon), is hereby approved | PDF · Subscribers | |
| The Second Report described in detail the progress towards completing the Sale Transaction (the "Closing") and the reasons for the proposed Stay Extension. Pursuant to the Purchase Agreement, the Purchaser will deposit into the Proposal Trustee's trust account additional US$250,000 (the "Remaining Cash Payment") upon the Closing, increasing cash available to the estate. As described in detail in the First Report of the Proposal Trustee dated August 14, 2020, after the Closing, Feronia will have virtually no assets left other than the cash balance to be held by the Proposal Trustee in trust. The Purchase Agreement provides that the Remaining Cash Payment will be utilized by the Proposal Trustee for the payment of professional fees and disbursements relating to the Sale Transaction and the Company's insolvency proceedings, and any Priority Payables, if any, and that any residual amount would be distributed to unsecured creditors (the "Residual Funds"). Feronia, with the assistance its Canadian Counsel, Aird & Berlis LLP ("A&B") and Boughton Law Corporation ("Boughton"), continues to work cooperatively with the Proposal Trustee with a view to determining appropriate steps after the Closing for the benefit of its creditors, Based on discussions with A&B and Boughton, the Proposal Trustee understands that Feronia has yet to determine the method of distribution regarding the Residual Funds, if any, after the Closing. The options include Feronia pursuing a proposal to creditors pending its further evaluation of factors such as the availability of the Residual Funds and potential benefits in preserving the corporate entity. The Proposal Trustee has had preliminary discussions with the Company and its Canadian counsel regarding the potential structure of a proposal if such is determined to be appropriate in the future | PDF · Subscribers | |
| Part 1: ORDERS CONSENTED TO Steers consents to the granting of the following orders set out in Part 1 of the Notice of Application: NONE Part 2: ORDERS OPPOSED Steers opposes the granting of the orders set out in the following paragraphs of Part 1 of the Notice of Application: Paragraphs 1-3 Part 3: ORDERS ON WHICH NO POSITION IS TAKEN Steers takes no position on the granting of the orders set out in the following paragraphs of Part 1 of the Notice of Application: Paragraphs 4-7 | PDF · Subscribers | |
This second report (the “Second Report”) has been prepared by the Proposal Trustee to provide to the Court information regarding: (a) the current status of the Sale Transaction; (b) a request for an Order approving a further amendment to the Purchase Agreement, extending the permitted time frame to complete the Sale Transaction; (c) a request to extend the Stay Period by up to 45 days, with the support of the Proposal Trustee; (d) a request to include certain declaratory relief in the proposed Order regarding the TSXV Exemption (as defined and discussed below); (e) a summary of Feronia’s actual receipts and disbursements for the period August 15, 2020 to September 18, 2020, compared to the cash flow forecast appended to the First Report of the Proposal Trustee, dated August 14, 2020 (the “First Report”); (f) Feronia’s updated cash flow forecast for the period September 19 to November 27, 2020; (g) the Proposal Trustee’s activities since the issuance of the First Report; and (h) the fees and disbursements of the Proposal Trustee and its legal counsel, as described in the Second Report
| PDF · Subscribers | |
Order approving the sale of assets
| PDF · Subscribers | |
| Order, directing the sealing of "Term Sheet" (as defined in the Proposal Trustee's Supplement to the First Report, dated September 1, 2020 (the "Supplemental Report") in the form attached as Schedule "B" | PDF · Subscribers | |
| This Supplement to the First Report (the “Supplement”) is served to provide additional information on the Sale Transaction in connection with application responses by each of Gregory K. Steers, a debenture holder and shareholder of Feronia, served on August 25, 2020, and Ravi Sood, a former chairman and director of Feronia, served on August 31, 2020 | PDF · Subscribers | |
| Affidavit of R Sood | PDF · Subscribers | |
| Affidavit of Gregory Steers | PDF · Subscribers | |
| EXTENSION OF PROPOSAL PERIOD Pursuant to subsection 50.4(9) of the BIA, the time for filing a proposal with the Official Receiver in the proceedings of the Debtor, including the stay of proceedings, is extended to and including October 6, 2020. ANCILLARY RELIEF The Trustee is hereby expressly empowered and authorized, but not obligated to do the following where the Trustee considers it necessary or desirable: (a) to take possession of and exercise control over any and all proceeds and receipts of the Debtor, including, but not limited to, any advances made for and on behalf of the Debtor under a written equity undertaking dated as of July 17, 2020 (the “Sponsor Equity Undertaking”), executed by Straight KKM 2 Ltd. (“KKM”) and a consortium of affiliates of KKM (together with KKM, the KKM Group”); and (b) to pay expenses and make disbursements for and on behalf of the Debtor from the receipts held for and on behalf of the Debtor, including any payments on account of the Administration Charge (as defined herein). And, in each case where the Trustee takes any such action or steps, it shall be authorized and empowered to do so for and on behalf of the Debtor. ADMINISTRATION CHARGE Counsel to the Debtor, the Trustee and any counsel to the Trustee shall be paid their reasonable fees and disbursements, in each case at their standard rates and charges, by the Debtor as part of the costs of these proceedings. The Debtor is authorized and directed to pay the accounts of the counsel for the Debtor, the Trustee and counsel for the Trustee, if any | PDF · Subscribers | |
| Notice of Application filed August 14, 2020 Application Response (if any) Affidavit #1 of Gilles Marit made August 14, 2020 Affidavit #2 of Gilles Marit made August 23, 2020 Affidavit # 1 of Sherri Evans made August 18, 2020 Draft Order – Approval and Vesting Order | PDF · Subscribers | |
| This is a response to the Notice of Application of Feronia Inc. (“Feronia”) dated August 13, 2020, and returnable on August 27, 2020 (the “Feronia Application”) | PDF · Subscribers | |
Service List as at August 24, 2020
| PDF · Subscribers | |
| This Affidavit supplements my affidavit sworn August 14, 2020 (the “Original Affidavit”) which were filed in support of an application brought by Feronia in these NOI Proceedings, seeking Orders, substantially in the form attached at Schedules B and C of its Notice of Application in connection with the Company’s application returnable August 21, 2020 and August 27, 2020, respectively | PDF · Subscribers | |
| (a) Feronia’s application for Orders, among other things: (i) approving the sale transaction (the “ Sale Transaction ”) contemplated in the purchase agreement dated July 17, 2020 (as amended, the “ Purchase Agreement ”) between Feronia and Straight KKM 2 Limited (“ KKM ”) on behalf of an affiliated entity, Feronia KNM (the “ Purchaser ”); (ii) vesting all of the Purchased Assets free and clear of any security and charge other than the Permitted Encumbrance (as such terms as defined in the Purchase Agreement) to the Purchaser; (iii) authorizing Feronia to execute all other ancillary documents and agreements required to complete the Sale Transaction; (iv) waiving the requirement of the Company to satisfy certain relief from the Reporting Requirements (as discussed and defined below) under applicable securities legislation; (v) extending the time period for Feronia to file its proposal pursuant to the BIA up to and including October 6, 2020; (vi) granting the Administration Charge (as discussed and defined below); and (vii) approving First Report of the Proposal Trustee and the activities of the Proposal Trustee set out herein | PDF · Subscribers | |
| Application Response of Gregory Steers | PDF · Subscribers | |
| Clarify the dates of applications | PDF · Subscribers | |
In a letter dated August 14, 2020 I delivered the Notice of Application and Affidavit of Giles Marit, to the Service List that forms Schedule "A" to the Notice of Application. Attached hereto and marked as Exhibit "A" is a true copy of the letter dated August 14, 2020. In a letter dated August 14, 2020 I delivered the Trustee's First Report dated August 14, 2020 to the Service List. Attached hereto and marked as Exhibit "B" is a true copy of the letter dated August 14, 2020. On August 18, 2020 I delivered a letter to the Service List clarifying the order of the applications to be heard on August 21, 2020 and on August 27, 2020. Attached hereto and marked as Exhibit "C" is a true copy of the letter dated August 18, 2020
| PDF · Subscribers | |
| Affidavit of Gilles Marit | PDF · Subscribers | |
| The purpose of this Report is to provide information to this Court on: (a) The background information with respect to Feronia and an overview of its business; (b) The current status of the NOI Proceedings and the Proposal Trustee’s activities to date; (c) Feronia’s cash flow projection for the period July 23, 2020 to October 16, 2020, and a summary of actual receipts and disbursements for the period July 23 to August 14, 2020; (d) Feronia’s application for Orders, among other things: (i) approving the sale transaction (the “ Sale Transaction ”) contemplated in the purchase agreement dated July 17, 2020 (as amended, the “ Purchase Agreement ”) between Feronia and Straight KKM 2 Limited (“ KKM ”) on behalf of an affiliated entity, Feronia KNM (the “ Purchaser ”); (ii) vesting all of the Purchased Assets free and clear of any security and charge other than the Permitted Encumbrance (as such terms as defined in the Purchase Agreement) to the Purchaser; (iii) authorizing Feronia to execute all other ancillary documents and agreements required to complete the Sale Transaction; (iv) waiving the requirement of the Company to satisfy certain relief from the Reporting Requirements (as discussed and defined below) under applicable securities legislation; (v) extending the time period for Feronia to file its proposal pursuant to the BIA up to and including October 6, 2020; (vi) granting the Administration Charge (as discussed and defined below); and (vii) approving this Report and the activities of the Proposal Trustee set out herein | PDF · Subscribers | |
| Cash Flow for the Period July 23, 2020 - October 16, 2020 | PDF · Subscribers | |
| Creditors Listing as at | PDF · Subscribers | |
Notice of Intention to File a Proposal
| PDF · Subscribers | |
Notice to Creditors
| PDF · Subscribers | |
Certificate of Filing
| PDF · Subscribers | |
| Consent to Act as Trustee | PDF · Subscribers | |
Filing titles and dates are public, and so is each filing's own page. The figures read from them are for subscribers.
CiteProceedings., “Feronia Inc” (NOI). Retrieved 20 September 2026, https://proceedings.ca/case/feronia-inc