Quebec · Receivership (court-appointed)
Demande pour la nomination d'un séquestre - 2025-04-04
Application / notice of application · 4 April 2025 · French
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 filing11 verified
- courtCOUR SUPÉRIEURE (Chambre commerciale)
- provinceQUÉBEC
- applicantROYNAT INC., FINANCEMENT AGRICOLE CANADA, BANQUE CANADIENNE IMPÉRIALE DE COMMERCE
- appointeeRAYMOND CHABOT INC.
- appointee roleSéquestre proposé
- statutory basisarticle 243 de la Loi sur la faillite et l'insolvabilité
- financial positionnote: Accumulated deficit $21,355,455; net loss for the year $12,903,691; working capital deficit $33,917,892; accounts receivable fell from $9,074,584 (Mar 31, 2023) to $3,387,998 (Mar 31, 2024); sales fell from $34,101,079 to $16,833,976 (decline >50%); notes to the financial statements raise significant doubt as to going concern (p.8-9). Separately, per Prime Drink Group Corp.'s unaudited consolidated financial statements as at Dec 31, 2024 (post-acquisition of Triani, different scope), current liabilities exceeded $41,000,000 against current assets of only ~$8,000,000, with losses for the year of approximately $3,860,882 (figure printed in source as '3 860 88 $', likely truncated), including $2,855,032 in the preceding three months (p.9). · page: 8 · as at: 2024-03-31 · basis: Audited financial statements of Triani Canada Inc. (filed under seal as Exhibit P-11) · scope: Triani Canada Inc. only (operating entity of the Triani Group); not consolidated for the other debtor entities · currency: CAD · total assets: 36237732 · total liabilities: 57593187
- secured creditorsnote: Individual current outstanding balance not stated in document; combined debt owed by Roynat, FAC and CIBC together under the various credit conventions is stated as 'près de 54,1 millions de dollars' (~CAD 54.1M), in capital, interest and fees, as of filing date, subject to adjustment ('sauf à parfaire') (p.3). Secured also by personal cautionnements of directors/shareholders Tristan Bourgeois-Cousineau and Joannie Couture (related parties), corporate guarantees of affiliated debtor entities, and a guarantee by Prime Drink Group Corp. (related party - controlling shareholder of Triani). · page: 10 · debtor: 9372-3039 Québec Inc., 9372-2858 Québec Inc., 14230655 Canada Inc., 9296-0186 Québec Inc., Triani Canada Inc. (Triani Group entities, as borrowers/guarantors) · creditor: Roynat Inc. · currency: CAD · security: Movable hypothecs (universality of movable property) over 3039, 2858, 0186, 14230655 and Triani (as successor to Vox Populi, Glutenberg, Oshlag, Transbroue), registered at RDPRM Aug 2022; immovable hypothec on 3039's Terrebonne property, principal $3,000,000 plus 20% additional hypothec, registered Aug 5, 2022 (no. 27 472 401). Original loan principals: Prêt-012415-001 to 3039 $10,880,000; Prêt-012414-001 to 2858 $8,630,000; Prêt-012413-001 to 14230655 (amount not stated, associated guarantee up to US$2,000,000).
- secured creditorsnote: Individual current outstanding balance not stated in document; combined debt owed by Roynat, FAC and CIBC together stated as ~CAD 54.1M as of filing date, subject to adjustment (p.3). Secured also by personal cautionnements of Tristan Bourgeois-Cousineau and Joannie Couture (related parties), affiliated debtor entities, and Prime Drink Group Corp. (related party guarantor). · page: 18 · debtor: 9372-3039 Québec Inc., 9372-2858 Québec Inc., 14230655 Canada Inc., 9296-0186 Québec Inc., Triani Canada Inc. (Triani Group entities, as borrowers/guarantors) · creditor: Financement Agricole Canada (FAC) · currency: CAD · security: Movable hypothecs (universality of movable property) over 3039, 0186, 2858, 14230655 and Triani (successor to Vox Populi, Glutenberg, Oshlag, Transbroue), registered at RDPRM Aug 2022; immovable hypothec on 3039's property, principal $18,000,000 plus 20% additional hypothec, registered Aug 5, 2022 (no. 27 471 956). Original loan principals: Prêt-796167000 to 3039 $10,880,000; Prêt-796006000 to 2858 and 0186 $8,630,000.
- secured creditorsnote: Deemed-trust/quasi-governmental tax claim (Revenu Québec). A separate legal hypothec was also published by the tax authority over certain trademarks used by the Debtors (amount not stated in document) (p.42), noted as a default under the Roynat-FAC forbearance agreement for permitting a debt potentially prior in rank to Roynat/FAC. · page: 41 · as of: 2025-02-17 · amount: 91380.65 · debtor: 9372-3039 Québec Inc. (owner of the Terrebonne/Saint-Jean-sur-Richelieu immovables) · creditor: Ministre du Revenu du Québec / Agence du revenu du Québec · currency: CAD · security: Legal hypothec (art. 2724 C.c.Q.) registered against the property under registration no. 29 255 952, for unpaid tax amounts plus statutory interest.
- secured creditorsnote: As of Feb 1, 2024, debtors were indebted to CIBC for $21,441,128 CAD, $573,712 CAD and $250,000 USD (p.27) - an earlier balance snapshot; the $14,929,908 figure (subject to adjustment, 'sauf à parfaire') is the amount stated as owed 'en date des présentes', following CIBC's April 3, 2025 termination of the Second Forbearance Agreement and recall of advances (p.41). CIBC ceded rank to Roynat over movable property EXCEPT accounts receivable, inventory and related proceeds ('SICAR') per rank-cession agreement dated Aug 11, 2022 - CIBC retains priority on SICAR (p.25-26). Secured also by unlimited joint & several personal guarantees of Tristan Bourgeois-Cousineau and Joannie Couture (related parties) and corporate guarantees of debtor entities. Combined debt of all three lenders (Roynat/FAC/CIBC) stated at ~CAD 54.1M as of filing (p.3). · page: 41 · as of: en date des présentes (filing date, April 4, 2025) · amount: 14929908 · debtor: 9372-3039 Québec Inc., 9372-2858 Québec Inc., 9296-0186 Québec Inc., Triani Canada Inc. (Triani Group entities, as borrowers/guarantors) · creditor: Canadian Imperial Bank of Commerce (CIBC) · currency: CAD · security: Credit facilities per offer dated June 30, 2022 as amended May 12, 2023: demand operating credit facility max $20,000,000 CAD; FX contract facility max $250,000 USD; corporate credit card facility max $250,000 CAD; EDC-backed guarantee-bond margin $1,000,000 CAD. Movable hypothecs of $30,000,000 principal (plus 15% additional) each over Triani (ex-Vox, ex-Glutenberg, ex-Oshlag), 0186, 3039, 2858, registered RDPRM July/Aug 2022; movable and immovable hypothec of $10,000,000 principal (plus 20% additional) over 3039's Terrebonne and Saint-Jean-sur-Richelieu immovables, registered Oct 23-24, 2024. Also holds security under s.427 Bank Act.