Invictus MD Strategies Corp., Greener Pastures MD Ltd., and 2015059 Alberta Ltd.

CCAA

Page last updated: September 02, 2020

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.


Status Update as at September 2, 2020

On August 31, 2020, the Court extended the stay of proceedings until November 30, 2020.  Additionally, the Court amended the style of cause of the CCAA Proceedings, to remove Acreage Pharms Ltd.  A copy of the Court Order will be posted to the Court Orders tab above as soon as it is available.

Status Update as of August 27, 2020

The Invictus Group has filed an application which will be heard on August 31, 2020 by the Court. The application being made is to:

  • Extend the stay of proceedings to November 30, 2020; and
  • Amend the style of cause to reflect the discharge of Acreage Pharms Ltd. from these proceedings.

The Monitor has issued its Sixth Report to Court which can be found under the “Monitor’s Reports” tab above.

Status Update as of August 19, 2020

We advise that on August 10, 2020, the transaction as contemplated under the Amended Plan of Compromise and Arrangement of Acreage Pharms Ltd. (the "Acreage Plan") was completed by Acreage, and the Monitor subsequently executed the Monitor's Implementation Certificate.

In addition, the Monitor confirms that:

  1. funds to effect distribution payments to both Affected and Cash Election Creditors on account of their pre-filing debt, have been advanced to the Monitor and the distribution under the Plan will be made within 30 days of implementation; and
  2. Affected creditors have received a Promissory Note from Acreage, equal to their pro rata share of the Creditors' distribution.

Status Update as at July 23, 2020

At today’s court hearing, the Court granted an Order sanctioning the Amended Plan of Compromise and Arrangement of Acreage Pharms Ltd.  This step now facilitates the anticipated Purchase Agreement as described in the Monitor’s Fourth Report, to close.  After closing, the Purchaser has 30 days to furnish the Monitor with funds to enable payment of all convenience creditor claims, and for a distribution to those creditors who filed a Cash Election. 

Additionally, the Court granted an Order approving the activities, fees and accounts of the Monitor, and its counsel. 

A copy of the Court orders will be posted under the Court Orders tab, when available. 

Status Update as at July 22, 2020

The Meeting of Creditors (the “Meeting”) to consider the Plan of Compromise and Arrangement of Acreage Pharms Ltd. (the “Plan”) was held on July 21, 2020.  Shortly before the meeting, an Amended Plan of Compromise and Arrangement of Acreage Pharms Ltd. (the “Amended Plan”) was filed.  The Amended Plan can be found under the Meeting of Creditors tab above.  

At the Meeting, an overview of the Amended Plan was given by the Monitor, followed by a question period.  As there were no questions, a vote on the Amended Plan was taken, and the Amended Plan was passed unanimously by creditors.  A copy of Monitor’s presentation slides, and the minutes of the Meeting, are attached to the Monitor’s Fifth Report to Court, which can be found under the Monitor’s Reports tab above.

Given the passage of the Amended Plan by creditors, Acreage Pharms is making an application to the Court, to be heard on July 23, 2020, to have the Amended Plan sanctioned by the Court.  Their application materials and supporting Affidavits can be found under the Motion Materials tab above.

Status Update as at July 6, 2020

At the hearing on July 2, 2020, the Court granted the Invictus Group’s application requests, and a copy of the Order can be found under the Court Orders tab.  The Stay of Proceedings has been extended to August 31, 2020. 

As a result of the hearing, the Court authorized Greener Pastures and Acreage Pharms Ltd. to enter into an Investment Agreement. 

The Court also authorized Acreage to file its Plan of Compromise and Arrangment, and to hold a Meeting of Creditors for Acreage creditors on July 21, 2020.  An email containing all Meeting Materials is being emailed to all Acreage creditors today. 

A copy of the Meeting Materials has also been posted to this website, under the tab “Meeting of Creditors” above:

  • Plan of Compromise and Arrangement – Acreage Pharms Ltd.
  • Schedule D – Notice of Creditor’s Meeting
  • Schedule E – Plan Information Letter
  • Schedule F – Form of Proxy
  • Schedule G – Cash Election Form
  • Monitor’s Fourth Report to Court

A summary of the Acreage Plan is described in Section 6 of the Monitor’s Fourth Report. 

Status Update as at June 30, 2020

The Invictus Group has filed an application which will be heard on July 2, 2020 by the British Columbia Supreme Court. The application being made is to:

  • Authorize Acreage and its parent company Greener Pastures to enter into an Investment Agreement;
  • Permit the filing of a Plan of Compromise and Arrangement for the Acreage entity creditors;
  • Authorize Acreage to hold a Meeting of Creditors at 3:00 p.m. (Vancouver time) on July 21, 2020 to vote on the Plan; and
  • Increase the Interim Lender’s Charge by $200,000 to $3.2 million;
  • Extend the stay of proceedings to August 31, 2020.

The application materials are posted on this website under the “Motion Materials” tab above.

The Monitor has issued its Fourth Report to Court which can be found under the “Monitor’s Reports” tab above. Highlights of the Monitor’s Fourth Report include:

  • Update on the Claims Process;
  • Update on the SISP;
  • Comments on the Investment Agreement for the Acreage entity;
  • Comments on the Plan of Compromise and Arrangement for the Acreage creditors;
  • Meeting of Creditors for Acreage creditors;
  • Update on Cash Flow Variance for previous period;
  • Cash Flow Projections;
  • Extension of the Stay of Proceedings.

An update following the July 2 hearing will be posted to this website by July 6, 2020. Should the Court grant the order being sought, there will be a mailing to creditors affected by the Acreage Plan the week of July 6, 2020.

Status Update as at June 2, 2020 

A court hearing was held on May 29, 2020, and in respect of the hearing the Monitor prepared its Third Report to the Court (found under the Monitor's Reports tab). The Third Report gives stakeholders an update on: 

  1. the Claims Process (details of creditor packages served and claims received by the Monitor prior to the Claims Bar Date deadline); 
  2. the SISP; 
  3. the Petitioners' request for an extension to the stay of proceedings; and 
  4. the Petitioners' actual cash flow as compared to the Second Report projections. 

As a result of the hearing, the Court granted an Order which extended the stay of proceedings to July 2, 2020 (found under the Court Orders tab).

Status Update as at May 1, 2020 

On April 29, 2020, the Court granted an Order (the “Claims Process Order”) which authorized and directed the Petitioners and the Monitor to initiate a process for the solicitation and determination of claims against the Petitioners (the “Claims Process”). 

Copies of the Claims Process documents are available under the “Claims Process” tab above. 

A mailing to all creditors will be underway by May 8, 2020. If available to the Monitor, the claims package will be emailed to the contact email on record. Should no email address be available, the claims package will be mailed via Canada Post to the address on record. Additionally, a copy of a blank Proof of Claim form, and the Instruction Letter, are posted to this website under the Claims Process tab above. 

Once a creditor receives their claims package, there may be a Claim Amount Notice included in the materials. If you agree with the nature and amount of the Claim as set out in such Claim Amount Notice, you do not need to file a Proof of Claim. 

If a Claim Amount Notice was not included in your claims package, or you have received a Claim Amount Notice and you dispute the nature or amount of the Claim as set out in such Claim Amount Notice, you are required to file a Proof of Claim. Proofs of Claim must be completed and submitted to the Monitor by 5:00 pm Vancouver time on Tuesday, May 26.

Status Update as at April 28, 2020 

Court Hearing 

The Invictus Group is making an application to the Court on April 29, 2020. The application seeks approval of certain agreements with 1996843 Alberta Ltd., c.o.b. Stigma Grow ("Stigma"), and approval of a claims process. A brief update is provided below. 

Operations 

Since the last update, the Invictus Group has continued to work on its restructuring mandate. With the assistance of the Monitor, the Invictus Group prepared a Revised Agreed Budget and entered into the First Amending Agreement with the Interim Lender. The Invictus Group continues to operate in the ordinary course during the CCAA proceedings, which includes engaging in extensive negotiations with various customers and licensed producers in order to monetize its current and projected inventory. This includes two agreements with Stigma which are subject to court approval. 

Claims Process 

The Invictus Group has continued its restructuring efforts with a view towards its goal of developing a Plan of Compromise and Arrangement (a "Plan"). As a result, the Invictus Group, in conjunction with the Monitor, and respective counsel, have developed a claims process and are seeking approval on the claims process from the Court. 

Another update will be posted on this website after the court hearing, with the results of the hearing.

Status Update as at March 31, 2020

General

As noted in the February 24, 2020 update the stay of proceeding was extended to May 29, 2020.  We are preparing this brief update for stakeholders and other interested parties.

Operations

Since February 24, 2020 the Invictus Group has finalized its interim financing agreement, securing $3,000,000 of funding to pay amounts pursuant to the Amended and Restated Initial Order as contemplated in the Company’s Cash Flow Statement filed in these proceedings.

On March 27, 2020 the Invictus Group received their renewed license under the Cannabis Act and Cannabis Regulations from Health Canada.

The Invictus Group continues to operate in the ordinary course during the CCAA proceedings.

SISP

The Chief Restructuring Officer, Pam Boparai on behalf of the Company, with the assistance of the Monitor commenced the SISP on March 19, 2020. The SISP was advertised in the Globe and Mail on March 24, 2020 and the Company issued a press release on the same day.

The deadline to submit non-binding expressions of interest to the CRO and the Monitor is 5:00 PM (Pacific Time) on April 24, 2020.

More information on the SISP can be found under the SISP tab above.

Status Update as at February 24, 2020

On February 24, 2020, the Court granted an Amended and Restated Initial Order and Sealing Order, which among other things,

  1. Extended the Stay Period until and including May 29, 2020;
  2. Authorized the Invictus Group to obtain and borrow under the Interim Lending Facility up to $3,000,000;
  3. Approved the engagement between the Invictus Group and Boparai Consulting Inc. (“BCI”), pursuant to which BCI will make available the services of Pam Boparai to act as the CRO of the Invictus Group;
  4. Approved the Retention Plan contained in the KERP and sealed from the public record certain commercially sensitive and personal information relating to the KERP;
  5. Approved the SISP in respect of the Invictus Group’s business and assets (details of which are provided under the SISP tab); and
  6. In addition to the Administration Charge and a Director’s Charge originally granted under the Initial Order, granted charges in respect of the above, with the following priorities:
  • First (pari passu) - Administration Charge to the maximum amount of $500,000;
  • First (pari passu) – CRO Charge to the maximum amount of $125,000;
  • Third – Interim Lender’s Charge to the maximum principal amount of $3,000,000;
  • Fourth - Employee KERP Charge to the maximum amount of $192,000;
  • Fifth – Directors’ Charge to the maximum amount of $130,000; and
  • Sixth – CRO Success Fee Charge to the maximum amount of $100,000.

Status Update as at February 20, 2020

A Court hearing is scheduled for Monday, February 24, 2020.  At the hearing, the Invictus Group will be seeking Court approval on the following matters:

  1. Extension of the initial stay of proceedings to May 29, 2020
  2. Approval of the Interim Lending Facility
  3. Approval of the Sales, Investment and Solicitation Process (“SISP”)
  4. Engagement of a Chief Restructuring Officer (“CRO”)
  5. Approval of the Key Employee Retention Plan (“KERP”)

Application materials pertaining to these matters can be found under the Motion Materials tab.

The Monitor has posted its First Report to Court (found under the Monitor’s Reports tab), which speaks to the approvals that the Invictus Group is seeking from the Court.  A summary of the hearing and any orders made by the Court will be posted to this website shortly after the hearing.  

Status Update as at February 13, 2020

On February, 13, 2020, Invictus MD Strategies Corp., Greener Pastures MD Ltd., Acreage Pharms Ltd. and 2015059 Alberta Ltd. (collectively the "Invictus Group“) sought and obtained an Initial Order of the Supreme Court of British Columbia  pursuant to the Companies’ Creditors Arrangement Act ("CCAA").  PricewaterhouseCoopers Inc. LIT was appointed as Monitor for the CCAA Proceedings.  

As a result of the CCAA filing, all creditors are stayed from commencing or continuing any proceedings against the Invictus until February 24, 2020, subject to any extensions that the Court may grant upon further application by the Invictus Group.

Notice of the CCAA filing and the Monitor’s appointment will be emailed or mailed to all affected creditors by February 21, 2020.

The initial application materials have been posted under the Motion Materials tab.  The entered Court Order will be posted under the Court Orders tab once it is available.

The Monitor will post regular status updates to this website and post future Monitor reports and court materials, as they become available during the CCAA proceedings.


More information will be posted to this website, as soon as it becomes available.

For more information, please contact: Kiran Chahal, Telephone: +1 604 806 7787, Fax: +1 604 806 7806, or via Email.

Contact us

Kiran Chahal

Senior Associate, PwC Canada

Tel: +1 604 806 7787

Follow PwC Canada