SUPERIOR COURT Commercial Division (In matters of bankruptcy and insolvency) -and- RAYMOND CHABOT INC. -and- BDC CAPITAL INC.

Transcription

1 CANADA SUPERIOR COURT Commercial Division (In matters of bankruptcy and insolvency) PROVINCE OF QUÉBEC Date: January 25, 2018 DISTRICT OF MONTRÉAL PRESIDING: me cliental Rama' ia-registraip= No.: Estate no.: IN THE MATTER OF THE PROPOSAL OF: RAYMOND CHABOT INC. Trustee BDC CAPITAL INC. AGECHEM VENTURE FUND L.P. GO CAPITAL S.E.C. WISCOMED HOLDINGS LLC ALETHIA BIOTHERAPEUTICS INC. / ALETHIA BIOTHÉRAPEUTIQUES INC. Debtor IBC GENERIUM LLC THE REGISTRAR OF THE REGISTER OF PERSONAL AND MOVABLE REAL RIGHTS Mises-en-Cause if/j

2 2 HOMOLOGATION ORDER [1] WHEREAS Alethia Biotherapeutics Inc. (the "Debtor") filed a Proposal dated November 24, 2017 pursuant to the Bankruptcy and Insolvency Act, RSC 1985 c B-3 (the "Proposal"), a copy of which is included at Exhibit P-2. Raymond Chabot inc. is the trustee to the Proposal (the "Trustee"). [2] WHEREAS the Proposal was approved by the Creditors of the Debtor at a meeting held on December 14, [3] WHEREAS the Debtor filed an Application to Approve the Proposal on January 22, 2018 (the "Application"). [4] WHEREAS the Court has read the Application, and the affidavit and exhibits in its support, and has heard the submissions of counsel to the Debtor. [5] WHEREAS the Proposal is inter alia conditional upon the issuance of a judgment to be rendered by the Court providing for (a) the Homologation of the Proposal; (b) the authorization of the reorganization of the Debtor in a manner providing for (i) the cancellation of all existing securities of the Debtor and (ii) the issuance of new equity to M.R. Capital et Investissements, Inc. (the "Investor") in consideration for the Investment Amount (as defined in the Proposal); and (c) the cancellation of all security interest published or registered against all of the assets, undertakings and property of the Debtor wherever situated (the "Property"). [6] WHEREAS the Debtor and IBC Generium LLC, a legal person located at 4-10 Sadovaya- Triumfarnaya St., Moscow, Russia, and a Creditor of the Debtor, have entered into a Global License Agreement on May 16, 2013 (the "IBC Licensing Agreement"), which is essential for the restructuring of the Debtor; [7] WHEREAS the secured creditors that are Mises-en-Cause to the Application have been validly served and are not opposing the issuance of this Order, [8] WHEREAS it is appropriate to approve the Proposal and issue this Order, considering the Bankruptcy and Insolvency Act, RSC 1985 c B-3 (the "Act"), Part Ill, Division I, and the Business Corporations Act, CQLR c S-31.1, Chapter XVI, Division I. FOR THESE REASONS, THE COURT: Notification or service [9] ORDERS that any prior delay for the presentation of the Application is hereby abridged and validated so that the Application is properly returnable today and hereby dispenses with further notification or service thereof. [10] PERMITS the notification or service of this Order at any time and place and by any means whatsoever.

3 3 Interpretation [11] ORDERS that terms which are capitalized but which are not defined herein shall bear the respective meanings ascribed to them in the Proposal. Approval and Implementation of the Proposal [12] DECLARES that the terms of the Proposal are reasonable and are calculated to benefit the general body of creditors, and that the Proposal has been accepted by the required majority of the Creditors. [13] APPROVES and HOMOLOGATES the Proposal pursuant to the Act, Part Ill, Division L [14] DECLARES that the Proposal and all associated steps, compromises, transactions, arrangements, reorganizations and releases effected thereby are approved and binding upon the Debtor, all affected Creditors, all holders of Existing Securities and all other Persons affected by the Proposal. [15] DECLARES that the Claims, subject to the Conditions being met at the Investor and the Debtor's entire satisfaction by no later than the Outside Date, are fully, finally, absolutely, completely, irrevocably and forever compromised, remised, released, discharged, cancelled and barred. [16] DECLARES, for greater certainty, that Proposal has no effect on the IBC Licensing Agreement, such that it remains in full force and effect, unamended. [17] DECLARES, for greater certainty, that the Proposal has no effect on the claims (the "NL1 Claim") of Neopharm Labs Inc. ("NLI") regarding its deposit of $270,000 (the "Deposit"), which was remitted to the Trustee with NLI's tender dated September 15, 2017 and which is presently held in trust pending the hearing of NLI's Application to Reverse a Decision of the Trustee dated December 22, 2017, provided however, that the satisfaction of the NLI Claim, as against the Debtor, shall be strictly limited to the Deposit, the whole without limiting NLI's rights against any other party. [18] ORDERS the Trustee to issue, upon receipt of the Investment Amount, a certificate confirming that the Proposal has been fully performed by the Debtor, in accordance with Section 65.3 of the Act and substantially similar to the Form 46 entitled "Certificate of Full Performance of Proposal" of the Office of the Superintendent of Bankruptcy of Canada (the "Certificate"). Authorization of the Reorganization of the Debtor [19] AUTHORIZES the reorganization of the Debtor pursuant to the Business Corporations Act, CQLR c S-31.1, Chapter XVI, Division I. [20] ORDERS that, upon the issuance of the Certificate and in the following sequential order: a) the articles of the Debtor shall be amended as provided for in the articles of amendment attached hereto as Schedule A; b) the Debtor shall issue to the Investor: 1) Class A Shares for an amount of issued and paid-up share capital of $0.001 per share; and

4 4 ii) Class E Shares for an amount of issued and paid-up share capital of $1.00 per share. Cancellation of all Encumbrances [21] ORDERS and DECLARES that upon the issuance of the Certificate, the Property shall be free and clear of and from any and all claims, liabilities (direct, indirect, absolute or contingent), obligations, interests, prior claims, security interests (whether contractual, statutory or otherwise), liens, charges, hypothecs, mortgages, pledges, deemed trusts, assignments, judgments, executions, writs of seizure or execution, notice of execution, notices of sale, options, adverse claims, levies, taxes, rights of first refusal or other preemptive rights in favour of third parties, restrictions on transfer of title, or other claims or encumbrances, whether or not they have attached or been perfected, registered, published or filed and whether secured, unsecured or otherwise (collectively, the "Encumbrances"), including without limiting the generality of the foregoing all charges, security interests or charges evidenced by registration, publication or filing pursuant to the Civil Code of Québec, or any other applicable legislation providing for a security interest in personal or movable property, and, for greater certainty, ORDERS that all of the Encumbrances affecting or relating to the Property be expunged and discharged as against the Property, in each case effective as of the applicable date of the Certificate. [22] ORDERS that, upon the issuance of the Certificate, the Debtor shall be authorized to take all such steps as may be necessary to effect the discharge of the Encumbrances. [23] ORDERS the Quebec Personal and Movable Real Rights Registrar, upon presentation of the required form with a copy of this Order and the Certificate, to strike the following registrations: Holder GO Capital s.e.c IBC Generium LLC Go Capital s.e.c. IBC Generium LLC Date May 21, 2013 May 21, 2013 Registration number

5 5 [24] ORDERS the provisional execution of this Order notwithstanding appeal. [25] The whole, without legal costs. E)L.4 is% Chantal Remand. registraiie COPIE CERTIFIEE CONFORME AU DOCU T DETENU PAR LA COUR re) onne designee par le greffier