Alberta · Proposal
Affidavit of T. White (October 26, 2024)
Affidavit · 26 October 2024
AI summary
A plain-English summary drawn only from this filing: what it is, why it matters, and the parties, amounts and dates it turns on.
What we verified from this filing8 verified
- financial positionnote: The most recent formal financial statements are the 2023 Financial Statements (year end Dec 31, 2023), which showed total consolidated assets of $458,678 as at Dec 31, 2023 (para 41, page 10), consisting of accounts receivable $18,922, prepaid expenses $27,108, furniture/fixtures/computer equipment $39,454, intangible assets $182,879, deposits on capital assets $121,320, right-of-use assets $67,934, and non-current investment assets $1,061. Liabilities as at Oct 9, 2024 include $2,460,139.42 unsecured debt and $7,313,871.06 secured debt (para 44). · page: 9 · as at: 2024-10-09 · basis: Management-stated figures as of the NOI filing date (entity-level); described as 'collective liabilities of approximately $9,774,010.48' · scope: Switch Power Corporation (the Applicant) entity-level; not consolidated with subsidiaries SPOBOC/SPOSOC · currency: CAD · total assets: 174288 · total liabilities: 9774010.48
- secured creditorsnote: Registration relates to the Auto Lease, which the Applicant states will be paid in full (para 50); no outstanding balance stated · page: 11 · debtor: Switch Power Corporation · creditor: Summit Acceptance Corp. · currency: CAD · security: PPSA registration Nov 3, 2020 (#20110316685), duration to Nov 3, 2027, collateral: 2018 GMC Sierra 1500 (serial 3GTU2MEC6JG579840)
- secured creditorsnote: Identified as one of the three primary secured creditors (para 50) · page: 12 · debtor: Switch Power Corporation · creditor: Canadian Western Bank · currency: CAD · security: Blanket security interest over all present and hereafter acquired personal property, registered Jan 19, 2023 (#23011918081), duration to Jan 19, 2028; separate land charge registered Jan 19, 2023 (#23011918101), infinity duration
- secured creditorsnote: Related party: Cardon Group Inc. owns 32% of the Applicant's fully diluted shares (para 13); identified as one of the three primary secured creditors (para 50); defined as part of 'Senior Indebtedness' ranking ahead of the subordinated debenture holders · page: 12 · debtor: Switch Power Corporation · creditor: Cardon Group Inc. · currency: CAD · security: Blanket security interest over all present and after-acquired personal property except consumer goods, registered Sept 27, 2021 (#21092734542), duration to Sept 27, 2026
- secured creditorsnote: 'there are no amounts outstanding to AP Canada Fund 1 Inc. and this registration should be discharged' (para 50) · page: 13 · debtor: Switch Power Corporation · creditor: AP Canada Fund 1 Inc. · currency: CAD · security: Accounts receivable factoring registration, Sept 21, 2022 (#22092108954), duration to Sept 21, 2027
- secured creditorsnote: Aggregate principal amount issued stated as $5,441,000.00 (para 51); exact balance including accrued amounts as at June 30, 2024 stated as $6,166,370.72 plus interest; subordinated pursuant to Second Amended and Restated Inter-Creditor Agreement to all 'Senior Indebtedness' (Cardon Group Inc./affiliates and financial institutions financing the Applicant) · page: 14 · as of: 2024-06-30 · amount: 6166370.72 · debtor: Switch Power Corporation · creditor: Debenture holders (Second Amended and Restated Subordinated Secured Convertible Debentures) · currency: CAD · security: Blanket security interest over all present and after-acquired personal property, registered by Switch Power Corporation, as Agent of Holders, May 10, 2024 (#24051032273), duration to May 10, 2026; subordinated by its own terms to any security interest granted to (i) Cardon Group Inc. or affiliates/related entities, or (ii) financial institutions providing financing to the Applicant
- secured creditorsnote: Limited Recourse Guarantee dated Aug 30, 2022 - Lender's sole remedy against the Applicant is realization on pledged collateral. SPOSOC Loan Agreements principal advanced stated as $1,300,000 with interest accruing thereon (para 76); this is an original advance, not a stated balance. Two demand letters issued Dec 5, 2023 demanding full indebtedness (Exhibit U not among extracted pages). RE Royalties issued a Notice of Disposition of Collateral on Oct 16, 2024 to enforce against these pledged securities · page: 17 · debtor: Switch Power Corporation (guarantor); primary borrower Switch Power Ontario Solar Operating Corp. (SPOSOC) · creditor: RE Royalties Ltd. · currency: CAD · security: Securities Pledge Agreement dated Aug 30, 2022 over all securities issued by SPOSOC to the Applicant (PPSA registration #23120429220, Dec 4, 2023, duration to Dec 4, 2028); General Security Agreement dated Aug 30, 2022 over SPOSOC's present and after-acquired property
- secured creditorsnote: Limited Recourse Guarantee dated Aug 30, 2021 - Lender's sole remedy against the Applicant is realization on pledged collateral. SPOBOC Indebtedness stated in prose as principal of $7,345,838 (para 69); exact dated balance per Dec 5, 2023 demand letter as at Maturity Date (Nov 30, 2023) was $8,894,104.79 (Operating Asset Loan $2,910,132.04 + Development Assets Loan $922,295.86 + Equipment Purchase Loan $5,061,676.89), plus interest accruing thereafter at 16% p.a. RE Royalties issued a Notice of Disposition of Collateral on Oct 16, 2024 to enforce against these pledged securities · page: 248 · as of: 2023-11-30 · amount: 8894104.79 · debtor: Switch Power Corporation (guarantor); primary borrower Switch Power Ontario Battery Operations Corp. (SPOBOC) · creditor: RE Royalties Ltd. · currency: CAD · security: Second amended and restated Securities Pledge Agreement dated Nov 2, 2021 over all securities issued by SPOBOC to the Applicant (PPSA registration #23120429199, Dec 4, 2023, duration to Dec 4, 2028); General Security Agreement dated Aug 30, 2021 over SPOBOC's present and after-acquired property