11509888 Canada Inc. (formerly known as Galactic Propeller Holdings Ltd.)

 

Engagement Status Updates

On April 28, 2025 (the “NOI Filing Date“), Galactic Propeller Holdings Ltd. (“Galactic“) filed a Notice of Intention to Make a Proposal (“NOI“) under subsection 50.4(1) of the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and Baigel Corp. (“Baigel“), a Licensed Insolvency Trustee, consented to act as trustee under the proposal proceedings (the “Proposal Trustee“). The Estate Number for Galactic’s NOI proceeding is 31-3216721.

Pursuant to s. 69(1) of the BIA, the NOI filing provides for a stay of proceedings against Galactic and its property, subject to certain limitations, while Galactic formulates a restructuring plan and attempts to develop a viable proposal for its creditors. Creditors have no remedy against Galactic’s property and must not commence or continue all collection actions against Galactic in respect of any debts owed as of the NOI Filing Date, unless an exception has been provided for in law, or a court of competent jurisdiction orders otherwise.

Related Engagement – Jumbleberry

Also on the NOI Filing Date, Jumbleberry Interactive Group Ltd. (“Jumbleberry“) filed an NOI and Baigel was appointed as Proposal Trustee. Galactic is the sole shareholder of Jumbleberry and, therefore, they are “related persons” as that term is defined at Section 4 of the BIA. The Estate Number for Jumbleberry’s NOI proceeding is 31-3216719.

The Sale and Investment Solicitation Process (“SISP”)

Galactic and Jumbleberry (collectively, the “Companies“) brought a motion, returnable May 22, 2025 (the “May 22 Motion“), at the Ontario Superior Court of Justice (Commercial List) (the “Court“) and received an order (the “SISP and Stalking Horse Agreement Order“) providing for, among other things, the Court’s approval of:

  • the proposed SISP for the Companies’ assets, properties and undertaking (collectively, the “Property“), and/or the businesses conducted by the Companies (for each of the Companies, a “Business” and collectively, the “Businesses“), with the SISP terms and bidding procedures detailed in the document appended to the SISP and Stalking Horse Agreement Order at Appendix “A”; and
  • the stalking horse bid from 1000739703 Ontario Inc. (the “Stalking Horse“) to purchase the Property and Businesses of the Companies, in the form of a purchase agreement dated May 15, 2025 between the Stalking Horse and the Companies (the “Stalking Horse Agreement“), as well as the break fee detailed in the Stalking Horse Agreement.

Documents detailing the SISP terms and bidding procedures and the opportunity are available for viewing or download via the links below.

Parties interested in making inquiries or participating in the SISP were invited to contact the Proposal Trustee to obtain a non-disclosure agreement and other details regarding the SISP, the Stalking Horse Agreement, and the Property and Businesses of the Companies. Please note that the final date for submission of bids was 5:00 p.m. (Toronto time) on 26 June 2025.

Enquiries from parties interested in the SISP may be directed to the Trustee’s office by contacting:

William Gertler
Email: Gertler@baigel.ca
Tel: +1 (416) 224-4350 ext. 220

Other Matters

On the May 22 Motion, the Court also granted an order (the “Stay Extension and Priority Charges Order“) that provided for, among other things:

  • a debtor-in-possession loan facility (the “DIP Facility“) provided by the Stalking Horse to the Companies and a priority charge over the Companies’ Property in favour of the Stalking Horse as security for the DIP Facility;
  • a priority charge over the Companies’ Property in favour of the Proposal Trustee, counsel to the Proposal Trustee, and counsel to the Companies, as security for their collective fees and disbursements incurred under and in relation to the NOI Proceedings;
  • the administrative consolidation of the Companies’ NOI proceedings; and
  • an extension of the time within which the Companies must file a proposal to July 12, 2025.

Second Stay Extension

The Companies brought a motion to the Court, returnable July 9, 2025 (the “July 9 Motion“), whereby the Court granted an order (the “Second Stay Extension Order“) approving, among other things, an extension of the time within which the Companies must file a proposal to July 31, 2025, and the Proposal Trustee’s activities and first report to Court dated May 20, 2025 (the “First Report“), and second report to Court dated July 7, 2025 (the “Second Report“).

Transaction Approval and Vesting Order

The Companies brought a motion to the Court, returnable July 29, 2025 (the “July 29 Motion“), seeking, among other things, Court orders:

  • approving the transaction (the “Transaction“) contemplated by the Stalking Horse Agreement, as amended and assigned by the Stalking Horse to Partnerising Limited (“PL” and, together with the Stalking Horse, the “Purchaser“) pursuant to an assignment and assumption agreement dated July 23, 2025 between the Stalking Horse and PL;
  • vesting the Purchased Assets (as defined in the Stalking Horse Agreement) in the Purchaser free and clear of all encumbrances, subject to the permitted encumbrances noted in the Stalking Horse Agreement;
  • approving the Proposal Trustee’s third report to Court dated July 25, 2025 (the “Third Report“);
  • approving the professional fees and disbursements of the Proposal Trustee and its legal counsel;
  • approving the estimated professional fees and disbursements of the Proposal Trustee and its legal counsel required to complete the Transaction and the administration of the proposal proceedings; and
  • such further and other relief as the Court may deem just.

The relief sought by the Companies was granted. Copies of the Approval and Vesting Order and the Ancillary Relief Order may be viewed/downloaded using the links below.

The Transaction between the Companies and the Purchaser closed on July 31, 2025.

Bankruptcy

Galactic’s articles were amended under section 178 of the Canada Business Corporations Act to change its name to its federal incorporation number. Therefore, as of August 1, 2025, Galactic was known as 11509888 Canada Inc.

Galactic did not file a proposal by July 31, 2025, and was therefore deemed to have made an assignment in bankruptcy on August 1, 2025. Baigel is the Licensed Insolvency Trustee appointed in the bankruptcy administration (the “Bankruptcy Trustee“). The first meeting of creditors is scheduled to be held via Zoom tele/videoconference on August 26, 2025, at 11:00 a.m. (eastern time). Creditors who wish to attend the first meeting of creditors must submit a proof of claim (and proxy, if applicable) to the Bankruptcy Trustee prior to the start of the meeting.

Creditor/Stakeholder Inquiries

Enquiries from creditors and/or stakeholders may be directed to the Trustee’s office by contacting:

Deborah Taras
Email: Taras@baigel.ca
Tel: +1 (416) 224-4350 ext. 221

Please be advised that all documents posted below are for information purposes to stakeholders and do not constitute advice.

Proposal (NOI) Notices

Bankruptcy Notices

Court Materials

SISP Materials

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