Sirona Pharma: the licence could not be sold, so the company was

An asset sale moves things. A licence is not a thing that moves.

Sirona Pharma Inc. holds the two authorisations required to run a cannabis cultivation, distribution and sales business: a Health Canada licence, number LIC-JQ4LJEOMDX-2023-17, and Excise licence number 76005 6721 RD0001, per Brief of the Monitor, July 6, 2026, para. 7.

On September 11, 2025 Health Canada suspended the licence, and the applicants ceased operations, per Brief of the Monitor, July 6, 2026, para. 6. The CCAA proceedings followed in November.

Eight months, and the licence comes back

The single fact that made a sale conceivable arrived in the spring: on or about May 6, 2026, Health Canada reinstated the licence, per Brief of the Monitor, July 6, 2026, para. 12.

Two weeks later the shape of the proceeding changed. On May 20, 2026, Justice Lema granted an order approving a sale and investment solicitation process — and, more consequentially, significantly expanding the Monitor's powers, directing that it would have full power and authority to implement and supervise the process. Following that order the Monitor took control of the management and supervision of the applicants outright, per Brief of the Monitor, July 6, 2026, paras. 13–14, 16.

By then the court-ordered charges standing against the estate ran to five, in this priority: the administration charge to a maximum of $500,000, an interim financing charge to $825,000, a second DIP charge to a maximum principal of $100,000, a directors' charge to $100,000, and a KERP charge to an initial maximum of $30,000, per Brief of the Monitor, July 6, 2026, para. 15.

What the market said

The Monitor initiated the process on May 25, 2026. The record of what it did is specific, and worth reading as a measure of the market rather than of the effort:

• a teaser distributed to over 113 strategic investors, competitors and liquidators
• the opportunity advertised in the Globe & Mail and other publications
• nine distinct parties signed a non-disclosure agreement and entered a virtual data room, with diligence requests answered and access to the facility itself facilitated

per Brief of the Monitor, July 6, 2026, paras. 17–18.

The offer deadline was June 24, 2026. Three offers arrived, and the Monitor deemed all three non-competitive or non-viable, per Brief of the Monitor, July 6, 2026, para. 19.

Then a late one. On June 26 an interested party submitted an offer after the deadline; on June 27 the Monitor found it not viable in its initial form and told the offeror what revisions would make it acceptable; on June 28 the offeror said it could not accept those revisions and withdrew, per Brief of the Monitor, July 6, 2026, para. 20.

On June 29, Conex — the second DIP lender under the SISP order — advised the Monitor of its imminent intention to bid for Sirona Pharma, per Brief of the Monitor, July 6, 2026, para. 21.

That is the sequence the court is asked to accept as a market test: a wide canvass, nine serious lookers, nothing viable from any of them, and the lender already inside the capital structure stepping forward at the end. The Monitor's own conclusion is put in the careful double form these reports use — Conex's offer was the highest and best viable offer resulting from the process, and "likely represents the best value realistically obtainable from the SISP or any alternative sales process", per Brief of the Monitor, July 6, 2026, para. 25.

Why it has to be a reverse vesting order

The transaction is Conex acquiring 100% of all issued and outstanding securities of Sirona Pharma. Not its assets — the company.

That choice is the licence. An asset sale would leave the buyer holding cultivation equipment, land and inventory, and requiring Health Canada to issue it a licence of its own. Keeping the licensed entity alive and changing who owns it avoids that entirely, and the agreement is drafted to say so: it is conditional on the court granting the reverse vesting order, but not conditional on financing, on further diligence, or on any governmental authority's prior approval of the transaction, per Brief of the Monitor, July 6, 2026, para. 26.