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On February 26, 2025, the Court of King’s Bench of Alberta granted an order approving, among other things, the SISP and a stalking horse share subscription agreement between Freedom Cannabis and 2644323 Alberta Ltd. (the Stalking Horse bidder). (h/t Insolvency Insider)
Interested parties wishing to bid in the SISP must submit an offer to the Monitor by no later than 3.00 pm (MST) on Wednesday, April 9, 2025.
Freedom Cannabis first received creditor protection in August 2024 to pursue the restructuring and sales process.
The fifth report of the monitor in the CCAA proceedings for Freedom Cannabis, posted on February 20, outlined the details of the stalking horse bid from a company connected to their largest creditor, JL Legacy Ltd. This bid was for a price estimated to be in the range of approximately $16.5 million to $20.5 million, with a closing date of June 30, 2025.
The current stay period expires on February 28, 2025. To implement an SISP, the applicant is seeking an extension to April 30, 2025. Freedom is also seeking authorization to borrow up to $4.5 million for ongoing expenses through the process.
In October, Freedom said it needed more time to finalize the terms of its SISP and Stalking Horse Agreement to resolve issues with its landlord, including an outstanding debt.
The applicants’ senior secured creditor, Carmela Marzilli, and the equipment financer, 2125028 Ontario Inc., are supportive of the stalking horse sales process, and no other creditor has indicated that they object.
In an affidavit from February 24, a Canada Revenue Agency (CRA) representative stated that the agency maintains four accounts for Freedom Cannabis Inc., tracking the company’s liability to the Minister of National Revenue on different tax statutes.
CRA’s records show a liability of $327.36 for one of those accounts (payroll) pursuant to the Income Tax Act, the Canada Pension Plan, the Employment Insurance Act, and the Alberta Personal Income Tax Act.
The company’s liability for goods and services tax (GST) and harmonized sales tax (HST) pursuant to the Excise Tax Act showed an outstanding balance of $117,958.15 as of February 21, 2025, for the period ending August 8, 2024. However, there is also a credit of $70,391.36 for the post-IO period (under the Companies Creditors Arrangements Act), which the CRA is setting off against the post-IO GST debt.
With respect to Freedom’s cannabis duty account with the CRA, which tracks liability for duty pursuant to the Excise Act, 2001, as of February 21, 2025, the balance outstanding is $9,693,946.85. This includes more than a half million dollars in interest assessed. This liability accrued between August 2022 and August 2024.
Pursuant to the Excise Act, 2001 and the regulations of that statute, CRA currently holds $483,500.00 as security for the RD account liability. To date, CRA has not set off the security against the account debt.
Any parties interested in participating in the SISP should contact the Monitor to receive additional information at [email protected]. Bids must be received no later than 3.00 pm (MST) on Wednesday, April 9, 2025
Freedom leases approximately 111,600 square feet of space at a facility in Acheson, Alberta, and is considering other facilities.