A2A: the charge Justice Simard said he could not grant

Angus Manor Park is 167 acres of agriculturally zoned land in the Township of Essa, about 100 kilometres north of Toronto. The A2A Group bought it for approximately $4.5 million and sold it to investors at an implied valuation of $23 million, according to the Monitor's Tenth Report: to Canadians as limited partnership units at $100 each or 5% participating bonds at $1.00, and overseas as undivided fractional interests, or UFIs, at $10,000 apiece. Title records show 2,300 fractional interests, 1,130 held by offshore investors in their own names and 228 by Angus A2A Limited Partnership, the vehicle Canadians bought into, per the Tenth Report of the Monitor, May 19, 2026, paras. 34–39.

The applicants told the Court of King's Bench of Alberta in November 2024 that they had learned from a Facebook posting that Angus Manor was about to be sold on a vendor take-back, with $3 million at closing and the balance of a $14 million price to be paid in 2029, as Justice Feasby recounted in Angus A2A GP Inc (Re), 2025 ABKB 51 (Brief of the Texas LLCs' Director, Aug. 10, 2026, Tab 1, paras. 7–8). Five Canadian investors applied for an initial order under the CCAA on fewer than two days' notice, and on November 14, 2024 Justice Feasby granted it, appointing Alvarez & Marsal Canada Inc. as monitor with enhanced powers and removing management's authority over the companies. Dismissing four appeals on May 11, 2026, the Court of Appeal of Alberta called the proceedings unusual because "They were started by 'equity investors' rather than by a debtor company or a creditor," found "no known Canadian precedent" for such an initial order, and held that an "interested person" under s. 11 must "at a minimum" be "someone with a financial interest in the outcome of the proceedings" (Monitor's Brief re Standing, Aug. 19, 2026, Tab 2 (2026 ABCA 156, paras. 4, 35–39, 60, 68)). Over the summer the Monitor turned that test on the one person still opposing it.

Who has been paying

The initial order carried a $250,000 administration charge and a $500,000 charge for the interim lender, Pillar Capital Corp. (Eleventh Report of the Monitor, Aug. 31, 2026, para. 8(f)–(g)). By May 28, 2026 Pillar's charge ranked first at $1,500,000 plus interest, fees and expenses, and Justice Dunlop raised the administration charge behind it from $3,000,000 to $3,500,000 (Order re Stay Extension, May 28, 2026, paras. 7–8). The Monitor had told the court that the interim facility was drawn in full, that it had no other source of funds until the sale processes concluded, and that Pillar "will not advance any more funds" unless the Monitor could secure a charge over the offshore investors' UFIs in the Angus Manor Lands and the Additional Project Lands (Tenth Report of the Monitor, May 19, 2026, para. 124(f)).

The charges reach only property of the debtor companies. Canadian investors' interests are held through A2A entities inside the proceedings, so they are caught; the offshore investors hold theirs directly, so "the Offshore Investors are not bearing any of the cost of the CCAA proceedings," in the Tenth Report's words. Three more Ontario projects were added in October 2025: Wingham, 90 acres in North Huron; Lake Huron Shores, 96 acres in Goderich; and Meaford, 380 acres. There are no Canadian investors in those projects, and the debtor companies hold 4 of Wingham's 1,152 UFIs, 1 of Lake Huron Shores' 870 and 49 of Meaford's 2,280 (Tenth Report of the Monitor, May 19, 2026, paras. 34, 69, 76, 83, 110–113). Canadian representative counsel put the result as Canadian investors bearing "the entirety of the costs associated with these CCAA proceedings – including costs related to Additional Projects in which they hold no interest" (Brief of Canadian Rep Counsel, July 10, 2026, para. 2).

On April 13, 2026 the Monitor, through its consultant Azimuth Risk Management Inc., wrote to the offshore investors it could reach and asked them to vote on the extension. By May 7, 408 had responded and 407 were in favour. The single vote against came from an Angus Manor investor reporting four units and $40,000; the votes in favour included 648.50 Windridge units reported at US$6,314,000, figures the Monitor has not verified (Tenth Report of the Monitor, May 19, 2026, paras. 120–123).

A ruling from the first fortnight

The Monitor had asked for this before. Its comeback application in November 2024 sought to extend both charges to the offshore investors' UFIs in Angus Manor and the Texas lands (Eleventh Report of the Monitor, Aug. 31, 2026, para. 9). During the comeback hearing Justice Simard said, as the Texas LLCs' brief quotes the transcript, "I do not see that I have the jurisdiction at all to charge third-parties properties." On November 25 he ruled that ss. 11.2 and 11.52 "set out very clear restrictions on the property that can be made subject to an administration charge or an interim financing charge. It is only the property of the debtor companies," and dismissed the request, which the Monitor did not appeal (Brief of Texas LLCs, June 19, 2026, paras. 55, 57). In the same ruling, as the Monitor's reply brief quotes it, he added: "I am also not precluding the possibility that UFI owners may agree at some point to have their interests attached by the charges. … And if they agree to do so, I would have the authority to make that order" (Monitor's Reply Brief, June 26, 2026, para. 33).

The second attempt rested on that passage and on documents the Monitor says it did not have in 2024. Each offshore investor signed a deed of covenant appointing an A2A company as "Facilitator" of its project's lands, under which the UFI holders indemnify the facilitator and the facilitator may lend to them and be repaid from sale proceeds ahead of their own claims; the Monitor understands each also granted a special power of attorney "to otherwise deal in any way whatsoever" with the investor's interest. Having stepped into the facilitators' shoes, the Monitor argued, its work for the offshore investors "is essentially an in-kind loan" in the amount of the professionals' unpaid fees, already secured by the lending provisions (Tenth Report of the Monitor, May 19, 2026, paras. 41–44, 88, 116–118). It knew in November 2024 that the deeds existed but had neither copies nor their terms, despite requesting them on November 15, 2024, and did not know of the powers of attorney at all (Monitor's Reply Brief, June 26, 2026, paras. 19, 60).

Bennett Jones LLP and Miles Davison LLP filed opposing briefs on June 19 (Monitor's Reply Brief, June 26, 2026, para. 1(b)). Bennett Jones, filing for the director of Fossil Creek A2A Developments, LLC and Windridge A2A Developments, LLC, called the application res judicata and an abuse of process by relitigation, since the deeds and powers of attorney were signed with the original UFI purchases: "This is not new evidence." It also said the UFIs in the Texas lands were transferred in 2014 to two Texas trusts, leaving their trustee, Dirk Foo, who controls the group's Singapore parent, as the only co-owner under the deeds, and the offshore investors with beneficial interests under trusts Justice Simard had declined, for want of jurisdiction, to add to the proceedings (Brief of Texas LLCs, June 19, 2026, paras. 14–15, 58–60, 68, 82). The brief addressed only the Fossil Creek and Windridge lands; the Texas LLCs, it said, take no position on the Ontario projects (para. 8, n. 14).