Valeo Pharma Inc. Group

Minutes of the Hearing of May 9, 2025 (in French) — Endorsement / reasons

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Fourth report: post-closing receipts of $23,092,000 and outflows of $22,053,000 to May 2, including $19,664,000 distributed to Sagard and Accord and $1,423,000 in professional fees; cash $1,039,000.

Source: Fourth Report of the Monitor

Stay of proceedings extended to May 9, 2025 while the wind-down of the Residual Entities proceeded.

Source: Order – Interim Extension of the Stay Period to May 9, 2025

Application for the Issuance of an Interim Extension Order to May 9, 2025 and an Extension Order to October 31, 2025 — Application / notice of application

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Leave to appeal granted from the approval and reverse vesting order rendered on February 4, 2025.

Source: Court of Appeal Judgment on Leave to Appeal an Approval and Reverse Vesting Order by Attorney General of Canada

Minutes of Hearing of March 4, 2025 (in French) — Endorsement / reasons

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Order Extending the Delay to File an Application for Leave to Appeal and Notice of Appeal with the Court of Appeal of Québec — Application / notice of application

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Application by the Attorney General of Canada for the Issuance of an Order Extending the Delay to File an Application for Leave to Appeal and Notice of Appeal — Application / notice of application

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Attorney General of Canada Application for Leave to Appeal from an Order made under the CCAA and the WEPPA — Application / notice of application

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Attorney General of Canada Notice of Appeal — Response / objection pleading

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Certificate of the Monitor - February 6, 2025 — Court officer certificate

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Closing directed to occur in the manner, order and sequence set out in Schedule E of the Purchase Agreement, consideration to be remitted to the Monitor and distributed in priority order.

Source: 16 Extension Order and Increased Monitor Powers - February 4, 2025

Approval and reverse vesting order granted for the purchase and sale transactions and reorganization with Xediton Pharmaceuticals Inc. at $20,000,000; the transaction closed the same day.

Source: 5 Approval and reverse vesting order - February 4, 2025

Stay extended to April 30, 2025, with the unredacted Purchase Agreement and the amendment thereto placed under seal.

Source: Reasons for Orders issued on February 4, 2025, pursuant to the CCAA

13 Minutes of Hearing - February 4, 2025 (en français) — Endorsement / reasons

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14 Order of cancellation and removal - February 4, 2025 (en français) — Order (other)

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12 Minutes of Hearing - February 3, 2025 (en français) — Endorsement / reasons

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Supplement to the third report: the transaction was amended to a single cash payment at closing, the promissory note removed and future cash payments reduced to $1, closing around February 4.

Source: 04 Supplement to the Third Report of the Monitor (February 1st, 2025)

Amended List of Exhibits and Exhibits R-1 to R-6 (January 31, 2025) — Order (other)

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Stay of proceedings extended to February 4, 2025, with the unredacted Purchase Agreement kept under seal.

Source: 11 Order extending the stay period up to February 4, 2025

Further relief of the same date concerning the proposed subscription for and purchase of all the purchased shares and equity interests of Valeo by Xediton Pharmaceuticals Inc.

Source: List of Exhibits and Exhibits R-1 to R-5

Third report: fifteen-week receipts of $16,598,000 against outflows of $17,851,000 and cash of $4,506,000 at January 10; the Monitor recommended approval of the proposed transaction.

Source: 03 Third Report of the Monitor, dated January 23, 2025

Stay extended to January 24, 2025; the process had by then produced a share purchase agreement dated January 17, 2025.

Source: 10 Order extending the stay period

Application for Approval Assignment and Vesting Order, and other orders — Application / notice of application

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Redacted Share Purchase Agreement and Amendment - January 17, 2025

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Application for an order extending the stay period — Application / notice of application

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Service List — Service list

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Stay extended to January 20, 2025, the period the Monitor had sought to permit completion of the solicitation process.

Source: Corrected Order Extending the Stay Period and Amending the Key Employee Retention Plan (KERP)

Minutes of Hearing, including an Order regarding an AMF demand (paragraph 13 - ARIO) — Order (other)

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Order on Motion by Ethypharm for Rank on Security (in French) — Application / notice of application

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Amended Application for (i) the Issuance of an Order Extending the Stay Period and (ii) to Amend the Key Employee Retention Plan (KERP) — Application / notice of application

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Second report: receipts of $7,530,000 and disbursements of $6,588,000 for the five weeks from October 1, cash of $1,102,000 at November 1, interim facility drawn and covenants met.

Source: Second Report of the Monitor, dated November 10, 2024

Motion by Ethypharm Inc. for Rank on Security (in french) — Application / notice of application

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Non-disclosure agreement (NDA) Form — Bid package

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Teaser — Sale teaser

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Judgment motivating the issuance of the Amended and Restated Initial Order (ARIO) of October 11, 2024 dated October 15, 2024 — Amended and restated initial order

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Stay of proceedings extended to November 15, 2024, carrying the group through the opening phase of the solicitation process.

Source: Amended and Restated Initial Order, extending the Stay of Proceedings to November 15, 2024

The process was to run without a stalking horse bid, with Ernst & Young Inc. and Ernst & Young Orenda Corporate Finance (Canada) Inc. as financial advisors.

Source: Sale and Investor Solicitation Process Order

Globe and Mail Ad, published on October 11 and 18, 2024 — Notice to creditors

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La Presse+, annonce publiée les 11 et 18 octobre 2024 — Notice to creditors

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Order on a motion relating to inventories held on consignment (in French) — Application / notice of application

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Procedures for the Sale and Investor Solicitation Process (Bidding Procedures) (approved by the Court on October 11, 2024) — Bid package

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First report of the Monitor: the applicants were trading in the ordinary course, cash stood at $2,004,000 at October 4, and the solicitation process awaited court approval.

Source: First Report of the Monitor, dated October 10, 2024

A further application was filed at Montréal in the CCAA file, nine days after the initial order.

Source: Motion by Ethypharm Inc. for Inventories Held on Consignment (in French)

Exhibits R-26 to R-31 — Affidavit

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Notice to Creditors — Notice to creditors

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Initial order bearing date October 2, 2024, with Ernst & Young Inc. as Monitor of Valeo Pharma Inc., VPI Pharmaceuticals Inc. and Valeo Pharma Corp.

Source: Judgment motivating the issuance of the Initial Order of October 1st, 2024

Sale and investment solicitation process authorised over substantially all assets of Valeo Pharma Inc. and VPI Pharmaceuticals Inc.; Valeo Pharma Corp. was dormant, with little to no assets or operations.

Source: Amended Application for the Issuance of (I) An Initial Order, (II) An Amended and Restated Initial Order, and (III) An Order Approving a Sale and Investment Solicitation Process, dated October 9, 2024

Initial order made at Montreal, placing the Valeo Pharma group under CCAA protection in the Superior Court of Québec under court file no. 500-11-064718-246.

Source: Initial Order

List of Creditors as at October 1st, 2024, updated to October 8, 2024 — List of creditors

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Appendix C — Cash-flow statement

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Report of the Proposed Monitor — Pre-filing report

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Application for the Issuance of (I) An Initial Order, (II) An Amended and Restated Initial Order, and (III) An Order Approving a Sale and Investment Solicitation Process, dated September 27, 2024 — Sale process approval order

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