Feronia Inc

 Report of the Trustee's Preliminary Administration — Court officer report

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Certificate of Appointment was filed. Court file 11-2660313.

Source: Certificate of Appointment

Trustee's Certificate — Court officer certificate

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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 — Court officer report

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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 — Application / notice of application

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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 — Court officer report

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The officer filed report no. Supplement to the Second Report. Feronia is in NOI proceedings seeking a stay extension to complete the sale of its assets to Feronia KNM. After closing, it will have virtually no assets other than the cash held in trust by the Proposal Trustee, and it has not yet decided how to distribute any residual funds, including whether to pursue a proposal.

Source: 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

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 — Application / notice of application

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The officer filed report no. Second Report of the Proposal Trustee. Feronia is a holding company with no active operations outside PHC's palm oil plantations and no employees; it is working to close the sale of its PHC shares to the Purchaser and has begun the delisting process, with no intention to continue as a going concern after closing.

Source: 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

The court granted an approval and vesting order for the sale to Feronia KNM. Closing terms, as extracted: Vesting occurs upon delivery of Trustee's Certificate confirming payment and satisfaction of conditions.

Source: Order approving the sale of assets

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" — Court officer report

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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 — Court officer report

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