Field Trip Health & Wellness Ltd. and Field Trip Health Holdings Inc., Field Trip Health Canada Inc., and Field Trip Digital Canada Inc. and Field Trip Health USA Inc.

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CCAA

_{Page last updated: June 16, 2023}

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On March 23, 2023, the Court issued an order (the “Amended Initial Order”) pursuant to which Field Trip Health USA Inc. was added as an applicant to these CCAA Proceedings. Accordingly, the terms “Companies” and “Applicants” have been amended on this website to include Field Trip Health & Wellness Ltd., Field Trip Health Holdings Inc., Field Trip Health Canada Inc., Field Trip Digital Canada Inc., and Field Trip Health USA Inc. No other changes were made to the Initial Order.

On March 22, 2023 (the “Filing Date”), Field Trip Health & Wellness Ltd., Field

Trip Health Holdings Inc., Field Trip Health Canada Inc., and Field Trip Digital Canada Inc. (the “Companies” or the “Applicants”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act R.S.C.1985, c.C-36, as amended (“CCAA Proceedings”) from the Ontario Superior Court of Justice Commercial List (the “Court”).

The Initial Order, among other things:

Appointed PricewaterhouseCoopers Inc., LIT (“PwC”) as monitor of the Applicants (the “Monitor”);
Approved a stay of proceedings up to and including April 1, 2023 (“Initial Stay Period”), which applies against the Applicants, their Property and Business (as defined in the Initial Order), the former, current or future directors and officers of the Companies and the Monitor;
Authorized the Applicants to continue to use the banking and cash management system (the “CMS”)currently in place as described in the affidavit of Keith Merker, sworn March 21, 2023 (the “Merker Affidavit”) or replace it with another substantially similar CMS;
Granted a first ranking charge, in the amount of $100,000 (the “Initial Administration Charge”), on the Property of the Applicants, as security for the professional fees and disbursements of the Monitor, the Monitor’s counsel and the Applicants’ counsel, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise; and
Granted a second ranking charge, in the amount of $130,000 (the “Directors’ Charge”), on the Property of the Applicants, as security for the indemnity granted to the Applicants’ directors and officers, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, a notice will be sent to all of the Applicants’ creditors who are owed $1,000 or more.

Status of file as of June 16, 2023

On June 15, 2023, the Court issued

the Stay Extension Order which, among other things:

a. Extended the stay of proceeding from June 16, 2023 to and including December 15, 2023;
b. Approved the actions, decisions, and conduct of the Monitor as set out in the Monitor’s Fourth Report;
c. Approved releases in favour of (i) the current and former directors, officers, employees, legal counsel and advisors of the Applicants, including the Chief Restructuring Officer, and (ii) the Monitor and its legal counsel;
d. Declared that pursuant to the WEPPA, the Applicants and their collective former employees meet the applicability criteria prescribed by the WEPPA Regulations;
e. Approved the Assignment Agreement nunc pro tunc; and
f. Approved the decrease to the Administration Charge to $150,000; and
The Enhanced Monitor’s Powers Order

Status of file as of June 9, 2023

On June 9, 2023, the Applicants filed a motion for

An order (the “Stay Extension Order”) to, among other things:
1. Extend the stay of proceeding from June 16, 2023 to and including December 15, 2023;
2. Approve releases in favour of (i) the current and former directors,officers, employees, legal counsel and advisors of the Applicants, including the Chief Restructuring Officer, and (ii) the Monitor and its legal counsel;
3. Approve the Assignment Agreement dated June 1, 2023 the (“Assignment Agreement”) between Field Trip Health Canada Inc. and 4197284 Nova Scotia Limited for the lease assignment of the health clinic located in
4. Fredericton, New Brunswick, nunc pro tunc;
5. Declare that pursuant to the Wage Earner Protection Program Act (Canada) (“WEPPA”), the Applicants and their collective former employees meet the applicability criteria prescribed by the WEPPA Regulations;
6. Approving the actions, decisions, and conduct of the Monitor as set out in its Fourth Report (the “Fourth Report”) to the Court, dated June 9, 2023; and
For an order (the “Enhanced Monitor’s Powers Order”) expanding the powers of the Monitor.

On the same date, the Monitor filed its Fourth Report to provide the Court with the information concerning:
1. The activities of the Applicants since the Third Report;
2. The Applicants’ cash-flows for the for the three-week period ending June 9, 2023 as compared to the cash flow forecast included in the Third Report;
3. An extended cash flow forecast for the period to December 15, 2023;
4. The Applicants’ motion for the Stay Extension Order and the Enhanced Monitor’s Powers Order.
The motion will be heard on June 15, 2023.

Status of file as of May 22, 2023

On May 21, 2023, the Applicants filed a motion for:

An order (the “CCFPH Order”) to, among other things:
1. Approve the sale transaction (the “CCFPH Transaction”) contemplated by an asset purchaser agreement between the Applicants and the Canadian Centre for Psychedelic Healing Sault Ste. Marie Inc. (“CCFPH”), dated May 20, 2023; and
2. Extending the Stay Period to and including June 16, 2023; and
An order (the “Stella Approval Order”) to, among other things approve the sale transaction (the “Stella Transaction”) contemplated by an asset purchaser agreement between Field Trip Health & Wellness Ltd. and Stella MSO LLC (“Stella”), dated May 20, 2023.

On the same date, the Monitor filed its Third Report with the Court (the “Third Report”) to inform the Court with:

1. The activities of the Monitor since the date of the Second Report;
2. The Applicants’ actual cash flows for the three-week period ending May 18,
3. 2023 as compare to the cash flow forecast included in the Second Report;
4. The extended cash flow forecast ending June 16, 2023;

The Monitor’s view for the Applicants’ motion for the CCFPH Order and the Stella Approval Order.

The motion will be heard on May 25, 2023.

Status of file as of May 2, 2023

On May 2, 2023, the Court issued the following orders:

The Stay Extension, Increase in Administration Charge Order which, among other things:
1. Extended the Stay Period to and including May 26, 2023;
2. Authorized Keith Merker, the Chief Restructuring Officer (the “CRO”) to be entitled to a success fee equal to 4% of the amount that is distributed to creditors at the completion of the CCAA Proceedings;
3. Increased the amount of the Administration Charge to $775,000; and
4. Approved the First Report of the Monitor and the Second Report of the Monitor; and
5. The Approval and Vesting Order which, among other things approved a sale of certain equipment and assets (the “Transaction”) contemplated by an asset purchase agreement (the “Asset Purchase Agreement”) between the Applicants and William Mahfood (the “Purchaser”), dated April 27, 2023.

Status of file as of March 31, 2023

On March 31, 2023, the Court issued the SISP Order which, among other things, issued:

The Amended and Restated Initial Order, among other things, approving:
1. The extension of the Stay Period and including May 5, 2023;
2. Increase in the Administration Charge to $275,000;
3. Increase in the Directors’ Charge to $285,000;
4. Increase in the amount for the Applicants to dispose of redundant or non-material assets to $75,000 in any one transaction or $350,000 in the aggregate; and
The SISP Order, among other things, approving the SISP, attached as Schedule “A” to the SISP Order.

Status of file as of March 28, 2023

On March 28, 2023, the Applicants filed a motion with the Court for

An order (the “Amended and Restated Initial Order”) to, among other things:
1. Extend the Stay Period to and including May 5, 2023;
2. Increase the Administration Charge to $275,000;
3. Increase the Directors’ Charge to $285,000;
4. Increase the amount for the Applicants to dispose of redundant or non-material assets to $75,000 in any one transaction or $350,000 in the aggregate; and
An order (the “SISP Order”) to, among other things, approve the sale and investment solicitation process (the “SISP”), attached as Schedule “A” to the SISP Order.

On the same date, March 28, 2023, the Monitor filed its First Report (the “First Report”) with the Court to provide the Court with information on:

The activities of the Monitor since the Filing Date;
The Applicants’ actual cash flows from the Filing Date to March 23, 2023;
The Monitor’s recommendation with respect to the Amended and Restated Initial Order and the SISP Order.

The motion will be heard on March 31, 2023.