On November 9, 2020, the Ontario Superior Court of Justice (Commercial List) (the “Court“) issued an interim order (the “Interim Appointment Order“) providing for, among other things, the appointment of Baigel Corp. (“Baigel“) as as receiver (the “Receiver“) of all the assets, properties, and undertakings (the “Property“) of Natural Energy Systems Inc. (“NES“) on an interim basis until and including December 3, 2020, pursuant to section 243(1) of the Bankruptcy and Insolvency Act (the “BIA“) and section 101 of the Courts of Justice Act.
All documents posted below, including the Interim Appointment Order, the Notice and Statement of Receiver pursuant to subsections 245(1) and 246(1) of the BIA, and any other documents, are provided in accordance with the provisions of the E-Service Protocol of the Court. Please be advised that all documents posted below are for information purposes to stakeholders and do not constitute advice.
On December 3, 2020, the Court heard the responding motion of Douglas Hallett (“Hallett“) for, among other things, a stay of the receivership proceedings. The Court reserved its judgment.
On December 17, 2020, the Court issued an Order (the “Receivership Order“) that provided for, among other things, the continuance of Baigel’s appointment as Receiver of the property of NES. Copies of the Receivership Order and the endorsement of the Honourable Madame Justice Dietrich are available for download in the documents posted below.
On February 10, 2021, the Court issued an Order (the “SISP Approval Order“) that provided for, among other things, the approval of a sale and investment solicitation process (the “SISP“) for the Property and/or business of NES. The SISP, and bidding procedures thereof, is more fully described in the Receiver’s Second Report to Court, dated February 2, 2021; and is included in the SISP Approval Order as Schedule “A”.
Please click on the links below for access to the relevant documents.
The purpose of the SISP is to solicit interest from potential bidders in, and opportunities for, (a) a sale of all or part of the Property, and/or (b) an investment in NES or a restructured version thereof. The Property of NES includes, but is not limited to, intellectual property comprising forty (40) global patents relating to a process for creating renewable clean energy called Gas Phase Reduction.
The deadline for submission of non-binding expressions of interest through letters of intent is 5:00 p.m. (Toronto time) on March 25, 2021.
Sale Approval – Update as of 25 May 2021
On May 31, 2021, the Court will hear the Receiver’s motion for orders that, among other things,
- approve a sale of the Property and vest the purchased Property in and to the purchaser free and clear of all claims;
- seal Confidential Appendix “1” to the Receiver’s Third Report to Court, being the sale agreement between the Receiver and purchaser;
- approve the Receiver’s activities, fees and third report to Court;
- authorize the Receiver to fund the bankruptcy administration of NES from the estate proceeds; and
- discharge and release the Receiver conditional on the Receiver filing a certificate with the Court certifying that the administration is complete.
A copy of the Receiver’s Motion Record, returnable May 31, 2021, is available for download below.
Sale Approval and Receiver’s Discharge – Update as of 31 May 2021
On May 31, 2021, the Court issued two orders.
The first order provided for, among other things, the Court’s approval of the sale of the Property to Tiger EcoRemediation and Energy Inc. (the “Purchaser“) and the vesting of such Property in an to the Purchaser free and clear of all encumbrances (the “Approval and Vesting Order“).
The second order (the “Receiver’s Discharge Order“) provided for, among other things:
- the Court’s approval of the Receiver’s activities, fees and third report to Court;
- the Receiver’s authorization to fund the bankruptcy administration of NES from the estate proceeds; and
- the discharge and release of the Receiver conditional on the Receiver filing a certificate with the Court certifying that the administration is complete.
Copies of the endorsement of Justice Hainey, the Approval and Vesting Order and the Receiver’s Discharge Order, all dated 31 May 2021, are available for download below.
Inquiries of interested parties may be directed to:
Tel: +1 (416) 224-4350
Court Orders and Endorsements
Interim Appointment Order – 9 November 2020
Continuing Receivership Order – 17 December 2020
Endorsement of Justice Dietrich – 17 December 2020
SISP Approval Order – 10 February 2021
Endorsement of Justice Koehnen – 10 February 2021
Approval and Vesting Order – 31 May 2021
Receiver’s Discharge Order – 31 May 2021
Endorsement of Justice Hainey – 31 May 2021
First Report of the Receiver – 1 December 2020
Second Report of the Receiver (without appendices) – 2 February 2021
Third Report of the Receiver (without appendices) – 25 May 2021
Application and Motion Materials
Application Record of Halex Capital Inc. – 13 October 2020
Motion Record of the Receiver – Returnable 10 February 2021
Receiver’s Factum – for Receiver’s motion returnable 10 February 10 2021
Motion Record of the Receiver – Returnable 31 May 2021
Receiver’s Factum – for Receiver’s motion returnable 31 May 2021