361 Taunton Road West (Ajax): fourteen amendments, then the consent

The land is 24.80 acres on the corner of Taunton Road West and Ravenscroft Road in Ajax, vacant, and planned for a four-phase condominium and townhouse development. When Ducimus Capital Inc. agreed to lend against it in December 2018, one of the conditions in its commitment letter was written confirmation from the appraiser that the assumptions "that formed a critical part of their valuation" were in place: Phase 1 approved for 391 condominium units, Phase 2 for 308 "seniors living" condominium units, Phase 3 for 740 condominium units and Phase 4 for 42 townhouse units, per the Application Record, July 2, 2026, Ex. "B" (Commitment Letter, Dec. 13, 2018), Sched. "A", p. 60. Real estate listing sites have advertised the project as Ravenscroft Ajax. On July 2, Ducimus's executive vice president, Trevor Gossen, swore that he understood from a director of the owner that "the first phase has been site plan approved, although construction has not commenced," per the Affidavit of Trevor Gossen, July 2, 2026, para. 5. The receiver appointed on July 16 reported six days later that the land "remains vacant except for a presentation centre which is under construction," per the Notice and Statement of the Receiver, July 22, 2026, para. 3.

That appointment came from Justice F.L. Myers of the Ontario Superior Court of Justice (Commercial List), who named BDO Canada Limited receiver and manager, without security, of the land and the related property of its owner, 1613935 Ontario Inc., under s. 243(1) of the Bankruptcy and Insolvency Act and s. 101 of the Courts of Justice Act, in court file CL-26-00000263-0000, per the Order (Appointing Receiver), July 16, 2026, para. 2. Ducimus, the first mortgagee, applied, putting the debt at $30,834,984.79 as at May 27, 2026, plus interest and costs, per the Affidavit of Trevor Gossen, July 2, 2026, para. 4. The owner had signed a consent to the order as a term of a forbearance, and Justice Myers recorded that its counsel "does not oppose today," per the Endorsement of Justice Myers, July 16, 2026, para. 1.

A one-year loan, seven years on

The 2018 commitment letter describes a first mortgage loan of $28,323,104 for a term of one year, interest-only, at the Royal Bank of Canada prime rate plus 5.30%, which the letter put at 9.25% a year on the day it was written. Its stated purpose was "To re-pay existing mortgages on Taunton Road location and finance construction soft-costs." The schedule of uses allotted $25,000,000 to the existing mortgages, $67,444 to soft costs, $480,900 to lender fees, $200,000 to broker fees and $2,574,760 to an interest reserve, per the Application Record, July 2, 2026, Ex. "B" (Commitment Letter, Dec. 13, 2018), pp. 55, 61. The loan was advanced on January 22, 2019, against a first mortgage of that date, a site-specific general security agreement, an assignment of leases and rents and a guarantee and postponement of claim, per the Affidavit of Trevor Gossen, July 2, 2026, paras. 20–21 and Ex. "B" (amending letter, Apr. 13, 2021), p. 84.

It was due on January 22, 2020, with room for four three-month extensions at the borrower's request. Mr. Gossen says Ducimus granted those and then, "on request of the Respondent and to facilitate the Respondent obtaining its required financing," issued eight more amendments, "in each case incrementally extending the maturity of the Loan." Altogether the commitment letter was amended fourteen times between January 15, 2020 and May 5, 2025, and one of those amendments, in April 2021, added to the principal the $157,230 balance of an earlier Ducimus loan to a company related to the borrower, per the Affidavit of Trevor Gossen, July 2, 2026, paras. 19, 23.

The amending letters filed as exhibits show what the later extensions cost. The March 15, 2023 letter records that the payment date of January 31, 2023 "has passed" and that the rate stood at prime plus 12.05%; Ducimus moved the date to June 15, 2023 for a further lender fee of 2% a year on the principal, pro-rated over the three-month extension. The letter also added a covenant: by the new date the borrower was to pay down at least $13,000,000 from a refinancing of the Phase 1 and Phase 2 lands, or at least $10,000,000 from a sale of the Phase 1 lands, per the Application Record, July 2, 2026, Ex. "B" (amending letter, Mar. 15, 2023), pp. 123–124, 127.

The next letter, dated April 30, 2024, opens by recording that June 15, 2023 had also passed and that the loan remained outstanding. It required $2,357,487.91 on account of interest accrued and owing to that day and a $1,076,790.71 interest reserve, fixed the rate at 15% to August 30, 2024 and prime plus 12.05% after that, and moved the payment date to September 7, 2024, per the Application Record, July 2, 2026, Ex. "B" (amending letter, Apr. 30, 2024), pp. 133–135. On May 5, 2025, in the last of the fourteen, the borrower and guarantors acknowledged that "interest only payments have been made during the term, and the entire principal amount of $28,480,340.00 and interest accrued thereon remains due and payable." That letter took a $1,923,624 interest reserve and gave twelve more months, to September 7, 2025, at prime plus 7.05% with a 12.00% floor, and prime plus 12.05% after maturity, per the Application Record, July 2, 2026, Ex. "B" (amending letter, May 5, 2025), pp. 147–148.

Demand, forbearance and a consent held in reserve

September 7, 2025 came and the loan was not repaid; Ducimus says it granted no further extensions. On December 11, 2025, Ducimus demanded payment and served a notice of intention to enforce security under s. 244 of the BIA, per the Affidavit of Trevor Gossen, July 2, 2026, paras. 6, 23, 25. The demand letter, from Cassels Brock & Blackwell LLP, cited the missed maturity, unpaid municipal taxes, and a caution and a caution of agreement of purchase and sale registered on title in favour of third parties without Ducimus's consent, and put the debt at $29,088,507.71 as of November 28, 2025, before fees and legal costs, per the Application Record, July 2, 2026, Ex. "G" (Demand Letter, Dec. 11, 2025), p. 214.

Around March 2026, Mr. Gossen says, the company told Ducimus it was seeking to refinance the loan or sell the land, per the Affidavit of Trevor Gossen, July 2, 2026, para. 26. The forbearance agreement that followed, made as of March 9, 2026 with the borrower and its guarantors (three companies and four individuals), records their acknowledgment that $29,622,504.73 was owing, including $1,053,485.85 of interest to February 28, 2026, a $25,000 forbearance fee and $63,684.88 in legal fees, disbursements and taxes. Ducimus agreed to hold off until June 30, 2026, unless a termination event came first. The milestones were a binding sale or refinancing agreement by April 30, the purchaser's or lender's written waiver of all conditions by May 31, and payment in full by June 30; a qualifying sale agreement was one whose net cash on closing, alone or with a new loan, would repay Ducimus in full. The borrower owed Ducimus a detailed written report every Tuesday on its efforts to sell or refinance, per the Application Record, July 2, 2026, Ex. "H" (Forbearance Agreement), ss. 1.1(z), 2.1, 4.1, 5.3(c), 6.1(o)–(q).

Ducimus's promise to forbear did not take effect until it had the agreement signed and a consent to a receivership order executed by the borrower, "which shall be held by the Lender and used only in the event that a Forbearance Termination Event occurs and/or the Forbearance Period terminates for any reason whatsoever," per the Application Record, July 2, 2026, Ex. "H" (Forbearance Agreement), s. 3.1(b). It was delivered on March 9. Mr. Gossen swears that no binding sale or refinancing agreement was delivered by April 30, that no purchaser or lender waived conditions by May 31 and that the debt was not repaid by June 30; the forbearance period expired on April 30 on a termination event, and "No extension to the Forbearance Period has been agreed to by Ducimus," per the Affidavit of Trevor Gossen, July 2, 2026, paras. 9, 27(e), 28. The notice of application had been issued on June 5, per the Application Record, July 2, 2026, Tab 1 (Notice of Application, issued June 5, 2026), p. 12.