Arizona Sale Approval and Vesting Order

This is an approval and vesting order made in the CCAA proceedings of the Monette Farms group, granted by Justice C.J. Feasby of the Court of King's Bench of Alberta on August 19, 2026. It approves the sale of the Applicants' Arizona farmland and related assets (the Purchased Lands, including wells, irrigation equipment, water rights and Arizona State Land Department leases) by Monette Farms Arizona, LLC to Byner Cattle Company and/or its nominee, pursuant to an agreement of purchase and sale dated August 12, 2026. The sale was negotiated under the court-approved sale and investment solicitation process (SISP) authorized by Justice R.W. Armstrong's order of June 12, 2026, and is supported by the Monitor, FTI Consulting Canada Inc., in its Third Report filed August 13, 2026.

The order follows the standard Alberta CCAA vesting order template: it ratifies execution of the Arizona PSA, directs the purchaser to pay the purchase price to the Monitor, and provides that upon the Monitor issuing a Monitor's Closing Certificate (in the form scheduled to the order) confirming receipt of funds and satisfaction of closing conditions—and subject to the U.S. Bankruptcy Court for the District of Delaware recognizing the order and approving the transaction in the parallel Chapter 15 proceeding—title to the Arizona Purchased Assets will vest in the purchaser free and clear of all claims and encumbrances, including the charges created by the Amended and Restated Initial Order and Bank of Nova Scotia's registered security, subject only to specified permitted encumbrances. Claims are to attach instead to the net sale proceeds, which the Monitor will hold in trust and later distribute to the Syndicate (the senior secured lending group) in accordance with the ARIO's priority waterfall at paragraphs 48–50. The order includes the customary CCAA protections against the vesting being unwound by a subsequent bankruptcy, characterized as a reviewable transaction, or challenged as oppressive, and it includes a cross-border request for aid and recognition from other courts, reflecting the coordination needed given the U.S. situs of the assets and the concurrent Chapter 15 filing in Delaware. This order effectively completes one discrete asset disposition within the larger Monette Farms restructuring, monetizing the group's Arizona real property for the benefit of secured creditors while preserving priority entitlements against the resulting proceeds.