A2A: selling Angus Manor without a special resolution

On August 20, 2026, Colliers told the A2A Group's monitor, Alvarez & Marsal Canada Inc., that an offer had been submitted for Angus Manor, the 167 acres of agriculturally zoned land in the Township of Essa that Colliers had listed, without a list price, on May 2, 2025. The monitor consulted the investors' representative counsel, made a counteroffer with their support, and on August 31 the buyer, Hill Valley Estates Inc., accepted, per the Monitor's First Supplement to the Twelfth Report, Oct. 14, 2026, paras. 21, 34(a), 38–40. The agreement gave Hill Valley 30 days of due diligence, to September 30. On September 28 it "expressed concerns related to future zoning" and delivered a form of waiver and amendment which, in the monitor's words, "while waiving conditions, amended the purchase price downward significantly," along with correspondence the Nottawasaga Valley Conservation Authority had sent it, put forward "in support of the decreased purchase price." After negotiations between the monitor, in consultation with representative counsel, and the buyer, the parties agreed on a final price on October 8 (First Supplement, paras. 41–42).

The figure is blacked out. The price in section 3.1 of the agreement of purchase and sale, the two deposits beneath it, and the replacement price written into the waiver and amending agreement are all redacted in the copies attached to the supplement. The unredacted agreement, the conservation authority's correspondence and a Cushman & Wakefield appraisal prepared as of July 10, 2026 are confidential appendices, which the monitor asks the court to seal until a monitor's certificate confirms closing, the proceedings end, or the court orders otherwise (First Supplement, paras. 37, 41, 44, 51, 54; App. "E", s. 3.1 and Waiver and Amending Agreement, para. 2). The monitor's amended application describes what they hold as "commercially sensitive information including, without limitation, information regarding the valuation of the Angus Manor Lands and the financial terms of the Sale Agreement" (Amended Application, Oct. 14, 2026, para. 51).

When this case was last reported here, on October 8, the monitor was asking to borrow up to $5,500,000 from Pillar Capital Corp., and its Twelfth Report said it had received interest in the Angus Manor lands, "including a formal offer," and that the sale process remained ongoing (Twelfth Report of the Monitor, Oct. 7, 2026, para. 50). The loan application was set for October 13. On October 8 the monitor received the waiver and amending agreement, and "in the interest of preserving judicial and professional resources by avoiding multiple applications," it adjourned the loan application in order to bring the sale and a revised term sheet together (First Supplement, paras. 12–14). The amended application is returnable at 2:00 p.m. on October 22 before Justice Feasby, who granted the initial order on November 14, 2024 and the April 16, 2025 order approving the Angus Manor sale process (Amended Application, p. 2 and Sched. "D" (proposed order), recitals).

What the agreement says

Hill Valley takes the land "as is, where is," at its "sole risk and peril," without any representation or warranty from the vendors or the monitor, including as to its environmental condition. Closing is five business days after the conditions are satisfied or waived, subject to an outside date of October 31, 2026 (First Supplement, para. 43). A first deposit was paid within two business days of signing and a second on the waiver of the buyer's conditions, and the agreement is now unconditional except for court approval, according to the amended application (Amended Application, para. 31). If closing does not occur by the outside date, the full deposit is forfeited to the monitor as liquidated damages, unless the cause is the vendor's default or a failure to obtain court approval, in which case the deposit goes back to the buyer (First Supplement, App. "E", s. 3.2(a)–(b)).

In recommending approval, the monitor says information went to approximately 2,000 potential parties in a process Colliers and the monitor ran on the terms the court approved; that further time and expense spent marketing the land, in its view, "is unlikely to produce a superior transaction"; and that the consideration is "superior to the estimated recoveries that would be realized under the alternatives available to the estate, including a forced liquidation or auction of the Angus Manor Lands." Representative counsel were consulted, and their feedback, including direct feedback from the Canadian Investor Committee, was reflected in the final terms, the monitor says (First Supplement, para. 48(a)–(c), (e)). The amended application adds that the monitor received one formal offer, that Hill Valley's agreement "represents the only offer made on the Angus Manor Lands," and that the price "represents the best value for the Angus Manor Lands in the circumstances considering the values provided in the appraisal" (Amended Application, paras. 28(c), 32(b)–(c)).

2,300 fractions and a deed

Title to Angus Manor is divided into 2,300 undivided fractional interests, or UFIs. Title shows Angus Manor Park A2A Developments Inc. holding 893 of them and Angus A2A Limited Partnership, in which Canadian investors bought units at $100 each, holding 228; the balance, the supplement says, is held by offshore investors, to whom the interests were marketed at $10,000 apiece. The monitor adds that the group's financial records indicate the interests "may have been issued inaccurately" (First Supplement, paras. 22, 24(a), 26–27).

When they bought, each offshore investor and Angus A2A Limited Partnership signed the Angus Manor Park Deed of Covenant, made as of April 25, 2013, which appointed Angus Manor Park A2A Developments Inc. "Facilitator" of the land (First Supplement, para. 28; App. "B", preamble). Article 9.01 of the deed requires a special resolution to approve "the sale or exchange of all or any part of the Property": a resolution approved by 66.6% or more of the votes cast at a duly constituted meeting of co-owners, or a written resolution signed by co-owners holding 66.6% or more of the UFIs. Under Article 15.01, an offer the facilitator deems credible "shall be presented to the Co-owners for decision" (First Supplement, para. 45; App. "B", arts. 1.01, 9.01, 15.01).