Proceedings.

Materia

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Proceeding
Receivership (court-appointed)section 243(1) of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act
Court
Ontario Superior Court of Justice
File
CV-23-00694886-00CL
Industry
Cannabis · Cannabis brands, wholesale & services
Filings held15
Last activity11 Oct 2023
On the record1,353 days
Secured debtSubscribers
OverviewSummary updated

Materia, the holding company 11157353 Canada Corporation, has been in receivership since February 21, 2023, when the Ontario Superior Court of Justice appointed KSV Restructuring Inc. receiver and manager on the application of Ela Capital Inc. under section 243(1) of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act, court file CV-23-00694886-00CL. The company's only assets are understood to be its shares in Materia subsidiaries in Malta, Germany and the UK. Ela claims approximately $3,251,214 under secured loans made in 2021 and 2022, Kanabo Group Plc. a secured loan in the principal amount of $1 million, and ReFlourish Capital Ltd., as assignee of Alastair Crawford, approximately EUR 309,089 secured by a German-law pledge of the Materia Germany shares. Trade payables stood at approximately $320,000 at January 31, 2023. The receivership remains active.

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Case updates15 dated entries
Parties

Debtor

Materia

Receiver

KSV

Bench and counselPer the orders and service lists on the record

Bench

JudgeCourtOn this docketCases on record
Justice OsborneOntario Superior Court of Justice7 orders, Feb 2023 – Oct 2023168 cases on record

Counsel of record

PartyCounselFirst seenSource
ReceiverKSV Restructuring IncMiller Thomson LLP12 Apr 2023Order · 12 Apr 2023
ApplicantReconstruct LLP15 Feb 2023Application · 15 Feb 2023
Capital structureAs asserted in the filings
stated amounts, drawn to scale · for subscribers
#Priority classCreditorAmountSource
4SecuredEla Capital Inc. · in 2 casesGeneral security agreements and other Security Documents over substantially all of the Property; security opinion obtained confirming valid, binding and enforceable security — Amount stated as 'approximately $3,251,214' under several secured loans made in 2021 and 2022; interest and costs continue to accrue (First Report). Related party: Ela owns ~25% of common shares and Mr. Sappani (a director of the Company) is Ela's sole director and officer. Priority vs Kanabo was disputed; on Sept 13, 2023 Ela and Kanabo agreed to a 50% split of Available Proceeds up to €200,000 and reserved on any exces$3.25MSecond Report of the Receiver dated October 5, 2023
4Secured
4Secured
8Unsecured

3 more claims in 2 classes The stack holds Secured and Unsecured claims.

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This proceeding was commenced by a secured creditor. The record does not include the debtor’s own statement of assets and liabilities — that ceiling is the record’s, not this page’s.

Sale processAs stated in the filings

3 transactions · 3 closed — The Germany and Malta share transactions were approved on April 12, 2023 and closed April 18, 2023; the single UK Shares bid was entirely non-cash and low value, so no UK transaction resulted.Second Report of the Receiver dated October 5, 2023 · 5 Oct 2023

Stalking horse

Reflourish Capital Limited

Second Report of the Receiver dated October 5, 2023

PurchaserPriceStatusSource
JMCC (Canada) Corp.the right, title and interest of the Debtor and the Receiver in and to the Purchased Shares (shares of Materia Ventures Malta Ltd.) · share sale · nominee/assignee: such other person as it may designate · agreement 31 Mar 2023not statedClosedApproval and Vesting Order re JMCC dated April…
Reflourish Capital LimitedStalking horse100% of the issued and outstanding shares of Materia Deutschland GmbH (the Purchased Shares), being the Debtor's right, title and interest in and to the Purchased Shares · share sale · agreement 14 Feb 2023SubscribersClosedApproval and Vesting Order re Reflourish dated…
unnamedMateria Germany Shares and Materia Malta Shares transactionsnot statedClosed18 Apr 2023Second Report of the Receiver dated October 5,…
Closing termsVesting of the Purchased Shares occurs upon delivery of the Receiver's Certificate to the Purchaser confirming payment of the Purchase Price, satisfaction or waiver of the Article 6 closing conditions, and completion of the Transaction to the Receiver's satisfaction.Approval and Vesting Order re JMCC dated April 12, 2023
Sealed materialsThe terms of the KERP (Confidential Exhibit "1" to the Trefler Affidavit) are sealed until 30 days after completion of the Sale Process, or further Court OrderApproval Order re Sale Process, Stalking Horse SPA and KERP dated…
Documents
15 filings
DateDocumentFile
Order of Justice Osborne dated October 11, 2023
  • Counsel Miller Thomsonllp
  • Presiding officer Justice Osborne
PDF · Subscribers
Motion Record of the Receiver returnable October 11, 2023PDF · Subscribers
Second Report of the Receiver dated October 5, 2023
  • Closing confirmed Closed · 18 Apr 2023
  • Purchaser Reflourish Capital Limited (stalking horse) · Materia Germany Shares · share sale · closed; JMCC (CANADA) CORP. · Materia Malta Shares · share sale · closed
  • Sale outcome Sale closed — The Germany and Malta share transactions were approved on April 12, 2023 and closed April 18, 2023; the single UK Shares bid was entirely non-cash and low value, so no UK transaction resulted.
  • Financial position Subscribers
  • + 3 more extracted facts
PDF · Subscribers
Ancillary Order dated April 12, 2023
  • Counsel Miller Thomson LLP
  • Presiding officer Justice Osborne
PDF · Subscribers
Approval and Vesting Order re JMCC dated April 12, 2023
  • Closing terms Vesting of the Purchased Shares occurs upon delivery of the Receiver's Certificate to the Purchaser confirming payment of the Purchase Price, satisfaction or waiver of the Article 6 closing conditions, and completion of the Transaction to the Receiver's satisfaction.
  • Counsel Miller Thomson LLP
  • Order date 12 April 2023
  • Presiding officer Justice Osborne
  • + 3 more extracted facts
PDF · Subscribers
Approval and Vesting Order re Reflourish dated April 12, 2023
  • Closing terms Vesting is effective upon delivery of a Receiver's certificate to the Purchaser confirming payment of the Purchase Price, satisfaction or waiver of the Article 6 closing conditions, and completion of the Transaction to the Receiver's satisfaction
  • Counsel Miller Thomson LLP
  • Order date 12 April 2023
  • Presiding officer Justice Osborne
  • + 3 more extracted facts
PDF · Subscribers
Motion Record of the Receiver returnable April 12, 2023PDF · Subscribers
Approval Order re Sale Process, Stalking Horse SPA and KERP dated February 21, 2023
  • Closing terms Closing of the Transaction under the Successful Bid(s) no later than 5 days following the Court granting the Approval and Vesting Order
  • Order date 21 February 2023
  • Presiding officer Justice Osborne
  • Purchaser Reflourish Capital Limited (stalking horse) · the Germany Shares (100% of the issued and outstanding share capital in Materia Deutschland GmbH) · share sale · proposed
  • + 3 more extracted facts
PDF · Subscribers
Endorsement of Justice Osborne dated February 21, 2023
  • Presiding officer Justice Osborne
PDF · Subscribers
Receivership Order dated February 21, 2023
  • Applicant ELA CAPITAL INC.
  • Appointee KSV Restructuring Inc.
  • Appointee role receiver and manager
  • Commencement date 21 February 2023
  • + 4 more extracted facts
PDF · Subscribers
Factum of the Applicant dated February 17, 2023PDF · Subscribers
Motion Record of the Proposed Receiver dated February 17, 2023PDF · Subscribers
Report of the Proposed Receiver dated February 17, 2023PDF · Subscribers
Application Record returnable February 21, 2023
  • Applicant ELA CAPITAL INC.
  • Court SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
PDF · Subscribers
Notice of Application dated February 15, 2023
  • Applicant ELA CAPITAL INC.
  • Appointee KSV Restructuring Inc.
  • Appointee role Receiver
  • Commencement date 15 February 2023
  • + 5 more extracted facts
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., “Materia” (Receivership (court-appointed)), Ontario Superior Court of Justice. Retrieved 4 November 2026, https://proceedings.ca/case/materia

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Sources last checked · summary updated 1 October 2026 · Report a correction · Printed from proceedings.ca/case/materia

Facts and summaries are extracted automatically from the court filings linked on each page; the filings remain the authoritative record. Suggested corrections are reviewed against the source filings.