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45337596.1
Court File No. CV-19-621786-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)BETWEEN:
BUSINESS DEVELOPMENT BANK OF CANADA
Applicant
- and –
AJAX PETROLEUM LIMITED
Respondent
APPLICATION UNDER Section 243 of the Bankruptcy and Insolvency Act,R.S.C. 1985, c. B-3, as amended and Section 101 of the Courts of Justice Act,
R.S.O. 1990, c. c-43, as amended
INDEX
TAB DOCUMENT PAGES
1 Notice of Motion returnable March 19, 2020 1 – 15
2 Second and Final Report of the Receiver dated March 9, 2020 16 – 27
Appendices:
1 Order of the Honourable Madam Justice Dietrich dated July 31, 2019
28 – 42
2 Order of the Honourable Mr. Justice Hainey dated July 3, 2019 43 – 65
3 Approval and Vesting Order of Madam Justice Dietrich dated November 21, 2019
66 – 77
4 Ancillary Order of Madam Justice Dietrich dated November 21, 2019
78 – 81
5 Order of Madam Justice Dietrich dated November 21, 2019 authorizing Receiver to assign the Debtor into bankruptcy
82 – 85
6 First Report of the Receiver dated November 8, 2019 without appendices
86 – 99
7 Certificate of Appointment 100 – 101
45337596.1
TAB DOCUMENT PAGES
8 Affidavit of Philip H. Gennis sworn March 9, 2020 102 – 156
9 Affidavit of Sherry Kettle sworn March 4, 2020 157 – 172
10 Receiver’s Interim Statement of Receipts and Disbursements as at March 5, 2020
173 – 174
TAB
3 Draft Discharge Order – comparison to Model Order 175 – 183
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5.0 RECEIVER’S ASSESSMENT OF THE SALE AGREEMENT
5.0. 1 In the Receiver’s opinion, the market for the Assets has been properly canvassed. The sale of
the Assets was advertised on a local and national level and directed marketing was undertaken
by the Receiver to parties known to have potential interest in the Assets. Approximately 100
enquiries were received, 40 copies of the CIM distributed and 11 offers received.
5.0. 2 The Receiver’s analysis of the offers is contained in Confidential Appendix “5”. It is the view
of the Receiver, taking into account all circumstances, including the appraisal sensitivity
analysis contained in Confidential Appendix “3”, that the Sale Agreement is commercially
reasonable and represents the highest and best recovery available for the Assets.
5.0. 3 BDC, as the senior secured creditor and presendy owed the sum of $8,422,386.29 by the
Debtor, has advised the Receiver that it supports the Transaction.
5.0. 4 Accordingly, the Receiver recommends that the Court approve the Sale Agreement and
authorize the Receiver to complete the Transaction upon the terms and conditions contained
in the Sale Agreement, subject to such minor amendments as the Receiver may deem advisable.
6.0 MCDOUGALL ENERGY INC. RIGHT OF FIRST REFUSAL
6.0. 1 Paragraph 6 of The Motor Fuels Supply Agreement entered into between McDougall Energy
Inc., (“McDougall”) and Ajax effective October 1, 2014 contains a Right of First Refusal
(“ROFR”) in favour of McDougall with respect to any sale of the business by Ajax. Attached
hereto as Appendix “7” is a copy of the ROFR provision.
6.0. 2 McDougall, requested and executed a NDA and was provided with a copy of the CIM and
granted access to the Data Room created by the Receiver. Despite being given an opportunity
to submit an Offer, McDougall chose not to do so.
6.0. 3 In any event, the Receiver is of the opinion that the ROFR only has application to a sale by
Ajax and is not binding upon the Receiver.
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