TORONTO – HAB Cann Holdings Ltd. (HAB Cann) acquired Heritage Cannabis Holdings Corp. in a stalking-horse transaction as part of Heritage’s court-approved creditor protection proceedings. The transaction included Heritage Cannabis West Corporation and Heritage Cannabis East Corporation.
Heritage and its Canadian subsidiaries (collectively, the Heritage Group) obtained an initial order from the Ontario Superior Court of Justice (Commercial List) granting the Heritage Group protection under the
Companies’ Creditors Arrangement Act (CCAA). The Initial Order, among other things, appointed KPMG Inc. as the Court-appointed monitor of the Heritage Group.
On June 26, 2024, the Court granted an order under the CCAA pursuant to which the Court, among other things, approved the Amended and Restated Stalking Horse Agreement and the transactions contemplated thereunder. Among other things, the Approval and Reverse Vesting Order, authorized and directed Heritage to, (1) issue the Purchased Shares (as defined in the Amended and Restated Stalking Horse Agreement) to HAB Cann, and, (2) upon closing of the Transactions deemed all Equity Interests (as defined in the Approval and Reverse Vesting Order) of Heritage other than the Purchased Shares as having been terminated and cancelled without consideration. The Approval and Reverse Vesting Order is available on the Monitor’s Website.
The common shares of the Company were delisted from the Canadian Securities Exchange at the close of business on August 26, 2024, and from the OTC Pink at the close of business on August 28, 2024.
On August 27, 2024, an order was issued by the Ontario Securities Commission (OSC) for the partial revocation of the failure-to-file cease trade order (FFCTO) issued by the OSC on April 8, 2024 as a result of the Company’s failure to file certain continuous disclosure documents. The Company will be filing with the OSC an application for a full revocation of the FFCTO and an application to cease to be a reporting issuer in each of Alberta, British Columbia, New Brunswick, Nova Scotia and Ontario.
Additional information regarding the Heritage Group’s CCAA proceedings and the Transaction can be found on the Monitor’s website.
