Lift & Co. has made a voluntary assignment for the benefit of its creditors under section 49 of the Bankruptcy and Insolvency Act (Canada) and that all of its directors and officers have resigned. This follows the failure to reach an agreement with the holders of the Corporation’s secured convertible debentures in the aggregate principal amount of $3,500,000 to the proposed sale of the Corporation’s Consumer Marketing and Trade Marketing Divisions and the “Cohesion” brand (its CannSell, Lift.co and Cohesion lines of business), including all associated goodwill (the “Marketing Division”).
Prior to the onset of the COVID-19 pandemic, Lift & Co. had been negotiating a significant equity investment in its Events Division by a global strategic investor, the proceeds of which would have been used by Lift & Co. in an effort to accelerate the growth of its Marketing Division. The onset of the pandemic resulted in that potential transaction being aborted and also in cash flow from the Events Division essentially ceasing.
As a result of these developments and the economic conditions Lift & Co. was facing as a result of the COVID-19 pandemic, on April 24, 2020 Lift & Co. announced its asset light strategy in response, which included possible joint ventures or service relationships with various strategic partners. Following this announcement, Lift & Co. reached out to 24 potential acquirers of the Marketing Division, 12 of which replied with interest and began a due diligence process which resulted in Lift & Co. receiving 7 non-binding offers. Lift & Co. moved forward with one suitor, signing an indicative term sheet with it, and believes that it was on the cusp of signing a definitive agreement for the sale of the Marketing Division to that suitor. While Lift & Co. engaged the Debentureholders throughout this process, it has recently become apparent to Lift & Co. that it would not be possible to come to an agreement with the Debentureholders that would allow the sale of the Marketing Division to proceed. The secured convertible debentures matured on September 10, 2020. Lift & Co. does not have the working capital necessary to repay the amount owing on the secured convertible debentures or to continue carrying on its business. As a result, Lift & Co. has made a voluntary assignment for the benefit of its creditors under section 49 of the Bankruptcy and Insolvency Act (Canada) and all of its directors and officers have resigned.
Lift & Co. has also missed the deadline of September 14, 2020 for the filing and delivery of the financial statements and management’s discussion and analysis for its fiscal year ended March 31, 2020 (as extended from July 29, 2020 by Ontario Securities Commission Instrument 51-505 - Temporary Exemption from Certain Corporate Finance Requirements with Deadlines during the Period from June 2 to August 31, 2020 and similar instruments in British Columbia and Alberta).