8873 Highway 11: a receiver, and no evidence of firm financing

On October 29, 2026, Justice Dietrich of the Ontario Superior Court of Justice (Commercial List) appointed The Fuller Landau Group Inc. as receiver of the property of 1001128764 Ontario Inc. and 2619355 Ontario Inc., including four lots at 8873 Provincial Highway 11 in Orillia that hold a gas station, a convenience store and a commercial building of five retail units totalling 9,085 square feet, per the Order (appointing Receiver), Oct. 29, 2026, para. 2 and the Endorsement, Oct. 29, 2026, para. 5. Bank of Montreal applied under s. 243 of the Bankruptcy and Insolvency Act and s. 101 of the Courts of Justice Act; approximately $3.12 million was owing to it as of September 4, before unpaid costs and expenses, per the Endorsement, Oct. 29, 2026, paras. 1, 6.

The debtors' counsel attended without instructions. Counsel told the court that recent communications to the clients had gone unanswered, and suggested that, as counsel understood it, the clients' previous position had been "a request for more time so that refinancing efforts could proceed." The endorsement answers: "I am not prepared to delay the hearing," per the Endorsement, Oct. 29, 2026, para. 2. Further on, Justice Dietrich wrote: "The Debtors do not dispute the approximate amounts owing to BMO, the security granted to BMO or that default has occurred. Rather they seek additional time to refinance. However, the Debtors have not provided any evidence of firm financing." Their evidence, the endorsement records, was "that interested parties still need to complete diligence, obtain approvals and enter into a transaction agreement," per the Endorsement, Oct. 29, 2026, para. 16.

A share purchase on BMO's credit

The borrower, 1001128764 Ontario Inc., was incorporated on January 27, 2025, per its corporate profile report, an exhibit to the BMO affidavit, Sept. 10, 2026, Ex. "A". BMO's letter of agreement with it is dated February 18, 2025, and authorized three new facilities under a total limit of $3,180,000. The largest, a $3,045,000 real estate facility at prime plus 2.50%, repayable on demand and amortized over at most 240 months, states its purpose as the purchase of all the shares of 2619355 Ontario Inc., described in the letter as owning real estate and an operating business at 8873 Highway 11 North, Orillia. A corporate MasterCard and an overdraft line make up the rest, per the letter of agreement attached to the BMO affidavit, Sept. 10, 2026, Ex. "B" (Letter of Agreement, Feb. 18, 2025), pp. 1–2, 4. 2619355 Ontario Inc., incorporated in 2018, is the registered owner of the four lots, per the BMO affidavit, Sept. 10, 2026, para. 18 and Ex. "A".

The security is dated February 28, 2025. Each company gave a general security agreement. 2619355 Ontario Inc. guaranteed the borrower's obligations up to $3,180,000 in principal and gave a first-ranking charge of $3,180,000 on the real property, registered that day, together with a general assignment of rents. The companies' sole director and officer and a second individual jointly and severally guaranteed the borrower's obligations under a written guarantee, also limited to $3,180,000 in principal, per the BMO affidavit, Sept. 10, 2026, paras. 3, 12–15. The letter of agreement's list of security to be obtained also includes an assignment, postponement and subordination of shareholder loans "for fixed amount of $1,305,000.00," per the BMO affidavit, Sept. 10, 2026, Ex. "B" (Letter of Agreement, Feb. 18, 2025), p. 7. On the PPSA searches, BMO is the only party with a registered security interest against either company, per the BMO affidavit, Sept. 10, 2026, para. 22.

What BMO says happened at the site

BMO's account is in the affidavit of a senior account manager in its Special Accounts Management Unit, sworn September 10. On the affiant's understanding, the gas station "was closed for extended periods beginning in early 2025 and periodically throughout 2026 as gasoline and diesel were neither being delivered, nor available for sale on site." Between March and August 2026, the affidavit says, deposits from fuel sales were "nominal" and multiple payments to the borrower's fuel supplier, Global Fuels Inc., "were returned for insufficient funds," per the BMO affidavit, Sept. 10, 2026, paras. 1, 6–7. BMO's notice of application, issued August 28, had said the "fuel pumps are currently non-operational, creating potential environmental, regulatory and asset preservation risks that require immediate oversight and management," per the Notice of Application, Aug. 28, 2026, para. 22.

BMO understands that all five retail units have been vacant since early 2025, the affidavit continues; the debtors had presented the bank "various lease agreements purporting to lease certain of the units but none of these arrangements appear to have materialised." The debtors' commercial liability insurance expired on March 27, 2026, and BMO "has not received confirmation that the policy has been renewed," per the BMO affidavit, Sept. 10, 2026, paras. 8–9. Property tax arrears stood at $35,833.68 on July 24, 2026. BMO says it has no visibility into whether anything is owed to the Canada Revenue Agency, and that any such amounts "may rank in priority to the Debtors' obligations to BMO and could impede the Debtors' efforts to secure refinancing," per the BMO affidavit, Sept. 10, 2026, para. 31.

On December 5, 2025, a $550,000 charge in favour of 1001239988 Ontario Ltd. was registered against one of the four parcels. The affidavit says it went on title "without notice to BMO and without BMO's consent," contrary to s. 12 of BMO's charge terms and to a covenant in the credit agreement, per the BMO affidavit, Sept. 10, 2026, paras. 19–21. The endorsement recites the same registration as made "without notice to or the consent of BMO, contrary to the loan documents," per the Endorsement, Oct. 29, 2026, para. 9. BMO's notice of application lists it among the events of default, with "delinquency in paying amounts owing" and "the incurrence of additional indebtedness without BMO's prior written consent," per the Notice of Application, Aug. 28, 2026, para. 12.

BMO's lawyers, Aird & Berlis LLP, sent demands to both companies on July 29, 2026, with notices of intention to enforce security under s. 244 of the BIA. The demands put the debt at $3,102,215.52 as of July 27: $2,932,416.16 on the non-revolving demand loan, $105,136.82 on the overdraft, $61,062.54 on the MasterCard and $3,600 of administration fees, before interest accruing after that date and BMO's costs, per the BMO affidavit, Sept. 10, 2026, Ex. "I" (demand letters, July 29, 2026). The affidavit counts the failure to make scheduled monthly payments "since May 2026" among the defaults, and lists, "among other things," the most recent: the term-loan payments due in July and August 2026, totalling approximately $56,000; the corporate MasterCard, with a current outstanding balance of $61,062.54; and the overdraft, with an outstanding balance of approximately $137,000. "These payment defaults remain uncured," per the BMO affidavit, Sept. 10, 2026, paras. 23, 28.