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BZAM Ltd. - Motion Materials
 Affidavit of Jamie Ernst (sworn October 14, 2024) |
October 14, 2024 | ||||||||||||||||||||||
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Affidavit sworn in support of the motion of the Applicants to be heard on October 15, 2024, at 9:00 a.m. with copies of an amended version of the Purchase Agreement and a blackline (changed pages only) to the version included in the Motion Record | |||||||||||||||||||||||
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Factum of the Applicants (Returnable October 15, 2024) |
October 12, 2024 | ||||||||||||||||||||||
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This Factum is filed in support of a motion by the Applicants, to, inter alia, implement a going concern sale transaction and authorize the distribution of the proceeds related thereto. The Applicants also seek certain ancillary relief, including extending the stay of proceedings and approving the Sixth Report of FTI Consulting Canada Inc. ("FTI"), in its capacity as Court-appointed monitor (in such capacity, the "Monitor"), dated October 11, 2024 (the "Sixth Report") and the Monitor's activities therein. | |||||||||||||||||||||||
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Motion Record (Returnable October 15, 2024) |
October 8, 2024 | ||||||||||||||||||||||
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This motion is for: 1. An order (the "Approval and Vesting Order"), substantially in the form attached hereto at Tab 3 of this motion record, among other things, approving the share purchase agreement dated August 23, 2024 (the "Purchase Agreement") among BZAM Holdings Inc. ("BZAM Holdings"), as vendor, BZAM Management Inc. ("BZAM Management"), as target, 1000912353 Ontario Inc. (the "Purchaser"), as purchaser, and Wyld Canada Inc. ("Wyld"), as an interested third-party, and the transaction contemplated thereby (the ("Transaction"), inclusive of minor amendments the Applicants and the Purchaser, with the consent of the Monitor, may deem necessary; 2. An order (the "Ancillary Order"), substantially in the form attached hereto at Tab 4 of this motion record, among other things, granting an extension of the Stay Period to and including December 2, 2024 (the "Stay Extension"); and 3. Such further and other relief as this Court deems just. | |||||||||||||||||||||||
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Bill of Costs of Cortland Credit Lending Corporation |
September 18, 2024 | ||||||||||||||||||||||
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Summary of total fees and disbursements. | |||||||||||||||||||||||
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Compendium of Final Bell Holdings International Ltd. (Cortland Motion for Partial Summary Judgement Returnable September 18, 2024) |
September 18, 2024 | ||||||||||||||||||||||
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Compendium of Final Bell Holdings International Ltd. in connection with the motion returnable on September 18, 2024. | |||||||||||||||||||||||
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Costs Outline of Final Bell Holdings International Ltd. (Cortland Motion for Partial Summary Judgement, returnable September 18, 2024) |
September 18, 2024 | ||||||||||||||||||||||
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Final Bell Holdings International Ltd. provides the following outline of the submissions to be made in support of the costs the party will seek if successful. | |||||||||||||||||||||||
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Brief of Excerpts from Authorities of Final Bell Holdings International Ltd. |
September 17, 2024 | ||||||||||||||||||||||
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Brief of Excerpts from Authorities in connection with the motion returnable on September 18, 2024. | |||||||||||||||||||||||
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Oral Compendium of Cortland Credit Lending Corporation (Threshold Legal Issue re Cortland Priority) |
September 17, 2024 | ||||||||||||||||||||||
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Oral Compendium of Cortland Credit Lending Corporation in connection with the motion returnable on September 18, 2024. | |||||||||||||||||||||||
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Reply Factum of Cortland Credit Lending Corporation (Threshold Legal Issue re Cortland Priority) |
September 16, 2024 | ||||||||||||||||||||||
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Reply Factum of Cortland Credit Lending Corporation in connection with the motion returnable on September 18, 2024 | |||||||||||||||||||||||
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Supplementary Transcript Brief of Final Bell Holdings International Ltd. |
September 12, 2024 | ||||||||||||||||||||||
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Supplementary Transcript Brief of Final Bell Holdings International Ltd., for use at the motion returnable on September 18, 2024 | |||||||||||||||||||||||
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Brief of Orders and Endorsements |
September 9, 2024 | ||||||||||||||||||||||
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Brief of Orders and Endorsements of Final Bell Holdings International Ltd., for use at the motion returnable on September 18, 2024. | |||||||||||||||||||||||
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Factum of Cortland Credit Lending Corporation (Threshold Legal Issue re Cortland Priority) |
September 6, 2024 | ||||||||||||||||||||||
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Cortland respectfully requests: (a) A declaration that Final Bell's constructive trust claim is subordinate to Cortland's interests as DIP lender and pre-filing secured lender; (b) The costs of this motion on a substantial indemnity basis; and (c) Such further and other relief as to this Honourable Court may deem just. | |||||||||||||||||||||||
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Second Further Amended Notice of Motion (Order Re Share Exchange Agreement) |
September 5, 2024 | ||||||||||||||||||||||
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This motion is for: 2) A Declaration that BZAM Ltd. and its affiliates are liable to Final Bell Holdings International Ltd. for equitable damages, in an amount to be determined by the Court at a reference; 2.1) A Declaration that the equitable damages for which BZAM Ltd. and its affiliates are liable to Final Bell Holdings International Ltd. are subject to a constructive trust; 2.1.1) A Declaration that Cortland Credit Lending Corporation knowingly received the proceeds of fraud committed by BZAM Ltd. and its affiliates; 2.2) Costs of this proceeding; and 3) Such further and other relief as to this Honourable Court may seem just. | |||||||||||||||||||||||
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Responding Motion Record of Final Bell (Cortland Motion for Partial Summary Judgement Returnable September 18, 2024) - Volume 1 Responding Motion Record of Final Bell (Cortland Motion for Partial Summary Judgement Returnable September 18, 2024) - Volume 2 |
August 23, 2024 | ||||||||||||||||||||||
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Factum of the Applicants (Returnable August 26, 2024) |
August 22, 2024 | ||||||||||||||||||||||
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This Factum is filed in support of a motion by the Applicants seeking an Order (the "Stay Extension and Fee Approval Order"), among other things: a) extending the Stay Period to and including October 15, 2024; b) approving the Fifth Report of FTI Consulting Canada Inc. to be filed (the "Fifth Report"), and the activities of the Monitor described therein; and c) approving the fees and disbursements of the Monitor and its counsel, Stikeman Elliott LLP ("Stikeman") as set out in the affidavits of Jeffrey Rosenberg and Maria Konyukhova, respectively, each as attached to the Fifth Report (together, the "Fee Affidavits"). | |||||||||||||||||||||||
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Motion Record (Returnable August 26, 2024) |
August 19, 2024 | ||||||||||||||||||||||
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This motion is for: 1. An order (the "Stay Extension and Fee Approval Order"), (a) extending the Stay Period until and including October 15, 2024, (b) approving the Fifth Report of the Monitor, to be filed (the "Fifth Report"), and the activities of the Monitor described therein, and (c) approving the fees and disbursements of the Monitor and its counsel as set out in the affidavits of Jeffrey Rosenberg and Maria Konyukhova, respectively, each as attached to the Fifth Report; and 2. Such further and other relief as this Court deems just. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. (August 7, 2024 Case Conference seeking Directions) |
August 6, 2024 | ||||||||||||||||||||||
| Aide Memoire of Final Bell in connection with the case conference on August 7, 2024. | |||||||||||||||||||||||
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Aide Memoire of BZAM Ltd. (Case Conference on August 7, 2024) |
August 6, 2024 | ||||||||||||||||||||||
| Aide Memoire of the Applicants in connection with the case conference on August 7, 2024. | |||||||||||||||||||||||
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Aide Memoire of Cortland Credit Lending Corporation (Re Scheduling Threshold Motion Re Cortland Priority) |
August 6, 2024 | ||||||||||||||||||||||
| Aide Memoire of Cortland Credit Lending Corporation in connection with the case conference on August 7, 2024. | |||||||||||||||||||||||
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Motion Record of Cortland Credit Lending Corporation (Threshold Legal Issue re Cortland Priority) |
August 6, 2024 | ||||||||||||||||||||||
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This motion is for: a) A declaration that the claims of Final Bell Holdings International Ltd. ("Final Bell") against the Applicants, including any potential entitlement of Final Bell to a constructive trust in relation to assets of the Applicants or the proceeds of the sale of such assets, are subordinate to Cortland's secured interest in and/or charge over, and Cortland's entitlement to a distribution of, such proceeds; b) The costs of this motion; and c) Such further and other relief as to this Honourable Court may seem just. | |||||||||||||||||||||||
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Factum of the Applicants (Returnable July 15, 2024) |
July 12, 2024 | ||||||||||||||||||||||
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This Factum is filed in support of a motion by the Applicants seeking an order (the "Stay Extension Order"), among other things: a) extending the Stay Period to and including August 28, 2024; and b) approving the Fourth Report of the Monitor dated July 12, 2024 (the "Fourth Report") and the activities of the Monitor described therein. | |||||||||||||||||||||||
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Motion Record (Returnable July 15, 2024) |
July 8, 2024 | ||||||||||||||||||||||
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This motion is for: 1. An order (the "Stay Extension Order") extending the Stay Period until and including August 28, 2024 and approving the Fourth Report of the Monitor, to be filed, and the activities of the Monitor described therein; and 2. Such further and other relief as this Court deems just. | |||||||||||||||||||||||
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Notice of Motion |
June 25, 2024 | ||||||||||||||||||||||
| France Boisvert and Daniel Fontaine will make a Motion to a judge presiding over the Commercial List, at a date and time to be scheduled by the Court. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. (Re Cortland Request to Schedule Threshold Meta-Motion) |
June 3, 2024 | ||||||||||||||||||||||
| Final Bell's aide memoire regarding Cortland's request to schedule a Rule 21 motion in advance of the hearing of the summary trial of Final Bell's claim. | |||||||||||||||||||||||
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Aide Memoire of Cortland Credit Lending Corporation |
June 3, 2024 | ||||||||||||||||||||||
| Cortland delivers this Aide Memoire to address the scheduling of a threshold motion that, in Cortland's submission, will be dispositive of the litigation brought by Final Bell. | |||||||||||||||||||||||
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Reply Factum of Cortland Credit Lending Corporation (Motion for Security for Costs) |
May 29, 2024 | ||||||||||||||||||||||
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Reply Factum of the Moving Party, BZAM Ltd. (Motion for Security for Costs) |
May 29, 2024 | ||||||||||||||||||||||
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Responding Factum of Final Bell Holdings International Inc. (BZAM Motion for Security for Costs) Responding Factum of Final Bell Holdings International Inc. (Cortland Motion for Security for Costs) |
May 22, 2024 | ||||||||||||||||||||||
| Final Bell's responding facta to the BZAM and Cortland motions for security for costs. | |||||||||||||||||||||||
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Factum of the Applicants (Returnable May 17, 2024) |
May 15, 2024 | ||||||||||||||||||||||
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This Factum is filed in support of a motion by the Applicants seeking an order (the "Stay Extension Order"), among other things: a) extending the Stay Period to and including July 15, 2024; and b) approving the Third Report of the Monitor dated May 14, 2024 (the "Third Report"), the Prior Reports and the activities of the Monitor described therein. | |||||||||||||||||||||||
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Reply Motion Record of BZAM Ltd. (Motion for Security for Costs) |
May 14, 2024 | ||||||||||||||||||||||
| Reply Motion Record of the Applicants for the motion for security costs returnable June 4, 2024 | |||||||||||||||||||||||
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Reply Motion Record of Cortland Credit Lending Corporation (Motion for Security for Costs) |
May 14, 2024 | ||||||||||||||||||||||
| Reply Motion Record of Cortland Credit Lending Corporation for the motion for security costs returnable June 4, 2024 | |||||||||||||||||||||||
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Motion Record (Returnable May 17, 2024) |
May 9, 2024 | ||||||||||||||||||||||
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This motion is for: 1. An order (the "Stay Extension Order") extending the Stay Period until and including July 15, 2024 and approving the Third Report of the Monitor, to be filed, the Prior Reports and the activities of the Monitor described therein; and 2. Such further and other relief as this Court deems just. | |||||||||||||||||||||||
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Responding Motion Record of Final Bell Holdings International Ltd. (Motions for Security for Costs) (Volume 1) Responding Motion Record of Final Bell Holdings International Ltd. (Motions for Security for Costs) (Volume 2) |
May 9, 2024 | ||||||||||||||||||||||
| Two-Volume Responding Motion Record of Final Bell Holdings International Ltd. for the motions for security costs returnable June 4, 2024 | |||||||||||||||||||||||
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Further Amended Notice of Motion (Order Re Share Exchange Agreement) |
May 6, 2024 | ||||||||||||||||||||||
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This motion is for: 1. A Declaration that BZAM Ltd. and its affiliates are liable to Final Bell Holdings International Ltd. for equitable damages, in an amount to be determined by the Court at a reference; 2.1. A Declaration that the equitable damages for which BZAM Ltd. and its affiliates are liable to Final Bell Holdings International Ltd. are subject to a constructive trust; 2.2 Costs of this proceeding; and 3. Such further and other Relief as to his Honourable Court may seem just. | |||||||||||||||||||||||
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Aide Memoire of FTI Consulting Canada Inc., in its Capacity as Monitor |
May 6, 2024 | ||||||||||||||||||||||
| The Aide Memoire of the Monitor, in connection with the case conference scheduled for May 6, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Aide Memoire of BZAM Ltd. (Case Conference on May 6, 2024) |
May 6, 2024 | ||||||||||||||||||||||
| The Aide Memoire of the Applicants, in connection with the case conference scheduled for May 6, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Aide Memoire of Cortland Credit Lending Corporation |
May 6, 2024 | ||||||||||||||||||||||
| The Aide Memoire of Cortland Credit Lending Corporation, in connection with the case conference scheduled for May 6, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. (Scheduling Appointment Returnable May 6, 2024 at 2 PM) |
May 6, 2024 | ||||||||||||||||||||||
| The Aide Memoire of Final Bell Holdings International Ltd., in connection with the case conference scheduled for May 6, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. |
April 25, 2024 | ||||||||||||||||||||||
| The Aide Memoire of Final Bell Holdings International Ltd., in connection with the case conference scheduled for April 25, 2024, at 1:00 p.m. ET. | |||||||||||||||||||||||
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Motion Record of Cortland Credit Lending Corporation (Motion for Security for Costs) Factum of Cortland Credit Lending Corporation |
April 24, 2024 | ||||||||||||||||||||||
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This Motion is for: a) an order requiring Final Bell Holdings International Ltd. ("Final Bell") to post $243,595.34 into Court as security for Cortland's costs; b) the costs of this motion; and c) such further and other Relief as to this Honourable Court may deem just. | |||||||||||||||||||||||
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Motion Record of BZAM Ltd. (Motion for Security for Costs) Factum of the Moving Party, BZAM Ltd |
April 24, 2024 | ||||||||||||||||||||||
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This Motion is for: a) an order that Final Bell Holdings International Ltd. ("Final Bell") immediately pay into Court security for the costs of its claim seeking recission of the Share Exchange Agreement dated December 5, 2023 on the basis of alleged fraudulent misrepresentations (the "Recission Motion"), up to the completion of the hearing:
(ii) in the substantial indemnity amount of $575,000; or, in the further alternative, (iii) in such other amount or manner as the Court may direct; c) such further and other relief as to this Honourable Court may seem just. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. |
April 19, 2024 | ||||||||||||||||||||||
| The Aide Memoire of Final Bell Holdings International Ltd., in connection with the case conference scheduled for April 19, 2024, at 12:30 p.m. ET. | |||||||||||||||||||||||
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Supplementary Written Opening Statement of the Claimant, Final Bell Holdings International Ltd. (Summary Trial Returnable April 22 and 23, 2024) |
April 17, 2024 | ||||||||||||||||||||||
| The supplementary written opening statement of Final Bell in response to the Second Report of the Monitor. | |||||||||||||||||||||||
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Written Opening Statement of the Claimant, Final Bell Holdings International Ltd. (Summary Trial Returnable April 22 and 23, 2024) |
April 16, 2024 | ||||||||||||||||||||||
| Final Bell seeks to rescind its share exchange agreement with BZAM after BZAM sought CCAA protection less than two months after Final Bell sold its Canadian subsidiary, Final Bell Canada, to BZAM. | |||||||||||||||||||||||
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Amended Notice of Motion (Order Rescinding Share Exchange Agreement) |
April 16, 2024 | ||||||||||||||||||||||
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This motion is for: 1. An Order rescinding the share exchange agreement dated December 5, 2023, between BZAM Ltd., Final Bell Canada Inc., and Final Bell Holdings International Ltd. 2. In addition or in the alternative, if recission will not put Final Bell Holdings International Ltd. in the same position as it was in before it entered into the share exchange agreement, an order for equitable compensation, and/or an Order directing a further hearing to determine an appropriate alternative remedy for Final Bell Holdings International Ltd.; 2.1. Costs of this proceeding; and 3. Such further and other Relief as to his Honourable Court may seem just. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. |
April 12, 2024 | ||||||||||||||||||||||
| The Aide Memoire of Final Bell Holdings International Ltd., in connection with the case conference scheduled for April 12, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Aide Memoire of the Monitor |
April 12, 2024 | ||||||||||||||||||||||
| The Aide Memoire of FTI Consulting Canada Inc., in its capacity as the Court-appointed Monitor of the Applicants, in connection with the case conference scheduled for April 12, 2024, at 2:00 p.m. ET. | |||||||||||||||||||||||
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Reply Motion Record |
April 1, 2024 | ||||||||||||||||||||||
| Reply Affidavits of Kay Jessel and Keith Adams sworn April 1, 2024. | |||||||||||||||||||||||
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Responding Record |
March 28, 2024 | ||||||||||||||||||||||
| Responding Record of the Applicants in connection with a Motion made by Final Bell Holdings International Ltd. to rescind the share exchange agreement dated December 5, 2023 (the "Share Exchange Agreement") between BZAM Ltd., Final Bell Canada Inc. (the prior name of High Road Holding Corp.) and Final Bell Holdings International Ltd. The record contains certain redactions for confidential and/or commercially sensitive information in respect of which certain parties intend to seek a sealing order. | |||||||||||||||||||||||
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Responding Motion Record of Cortland Credit Lending Corporation (Order Rescinding Share Exchange Agreement) |
March 25, 2024 | ||||||||||||||||||||||
| Affidavit of Deepak Alappatt sworn March 25, 2024 in connection with a Motion made by Final Bell Holdings International Ltd. to rescind the share exchange agreement dated December 5, 2023 (the"Share Exchange Agreement") between BZAM Ltd., Final Bell Canada Inc. (the prior name of High Road Holding Corp.) and Final Bell Holdings International Ltd. | |||||||||||||||||||||||
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Motion Record of Final Bell Holdings International Ltd. |
March 19, 2024 | ||||||||||||||||||||||
| Final Bell Holdings International Ltd. will make a Motion to the Honourable Justice Peter J. Osborne on a date to be determined by the Court at the court house, 330 University Avenue, Toronto, Ontario, M5G 1E6 for an Order rescinding the share exchange agreement dated December 5, 2023, between BZAM Ltd., Final Bell Canada Inc., and Final Bell Holdings International Ltd. | |||||||||||||||||||||||
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Aide Memoire of the Monitor |
March 18, 2024 | ||||||||||||||||||||||
| Aide Memoire of the Monitor in connection with the case conference to be held on March 19, 2024 at 10:30 a.m. EST before the Honourable Justice Osborne. | |||||||||||||||||||||||
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Aide Memoire of Final Bell Holdings International Ltd. |
March 18, 2024 | ||||||||||||||||||||||
| Aide Memoire of Final Bell Holdings International Ltd. ("Final Bell") in connection with the case conference to be held on March 19, 2024 at 10:30 a.m. EST before the Honourable Justice Osborne. | |||||||||||||||||||||||
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Aide Memoire of the Applicants (Case Conference on March 19, 2024) |
March 18, 2024
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Aide Memoire of the Applicants in connection with the case conference to be held on March 19, 2024 at 10:30 a.m. EST before the Honourable Justice Osborne.
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Factum of the Applicants (Returnable March 8, 2024) Amended and Restated Initial Order (Draft) Amended and Restated Initial Order (Redline)March 6, 2024 |
This Factum of the Applicants is filed in support of the Motion Record of the Applicants to be heard on March 8, 2024.
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Motion Record (Returnable March 8, 2024)March 1, 2024 |
Motion Record of the Applicants for an amended and restated initial order (the "ARIO") and an order approving a sale and investment solicitation process (the "SISP Approval Order") returnable March 8, 2024 at 2:00 p.m. before the Honourable Justice Osborne.
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Notice of Application Factum of the Applicants (CCAA Application) Affidavit of Matthew Milich (Sworn February 28, 2024) DIP Facility Agreement Initial Order (Draft)February 28, 2024 |
Motion for the issuance of an initial order in respect of BZAM Ltd. ("BZAM"), BZAM Holdings Inc. ("BZAM Holdings"), BZAM Management Inc. ("BZAM Management"), BZAM Cannabis Corp. ("BZAM Cannabis"), Folium Life Science Inc. ("Folium Life Science"), 102172093 Saskatchewan Ltd. ("102 Saskatchewan"), The Green Organic Dutchman Ltd. ("TGOD"), Medican Organic Inc. ("Medican Organic"), High Road Holding Corp. ("High Road Holding"), and Final Bell Corp. doing business as BZAM Labs ("BZAM Labs") (each individually, an "Applicant", and collectively, the "Applicants").
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