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BZAM Ltd. - Motion Materials
Further Amended Notice of Motion (Order Re Share Exchange Agreement)
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May 6, 2024 |
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
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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)
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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
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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)
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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.
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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
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April 24, 2024 |
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
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April 24, 2024 |
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:
(i) in the full indemnity amount of $636,000; or, in the alternative,
(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;
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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Aide Memoire of Final Bell Holdings International Ltd.
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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)
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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)
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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)
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April 16, 2024 |
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.
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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
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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
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April 1, 2024 |
Reply Affidavits of Kay Jessel and Keith Adams sworn April 1, 2024.
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Responding Record
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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)
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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.
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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
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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.
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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)
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March 18, 2024
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)
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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)
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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)
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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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