A2A: the monitor asks to borrow $5.5 million at 18%

Angus Manor is 167 acres of agriculturally zoned land, in two parcels, in the Township of Essa. Colliers, sales advisor to the A2A Group's monitor, listed it without a price on May 2, 2025 and notified about 2,000 parties. In discussion with the township, the monitor was made aware that a draft Official Plan Amendment was expected to be released, and the release date continued to change. The monitor had understood from Colliers and its consultant, Azimuth Risk Management Inc., that the release of the draft amendment and a zoning by-law amendment "may indicate that the zoning of the Angus Manor Lands could change, which could have a materially positive impact on the potential valuation of such lands," per the Twelfth Report of the Monitor, Oct. 7, 2026, paras. 43, 46 and n. 5.

That report, filed on October 7 by Alvarez & Marsal Canada Inc. as monitor, says Ontario's provincial government recently advised the township and Simcoe County of a directive that Ontario's preferred growth direction "favours expansion of the Baxter and New Tecumseth areas, and not the immediate Angus area." Colliers went back to the market with valuation guidance "more heavily weighted towards current zoning and use (as opposed to near-term development)," and the monitor engaged Cushman & Wakefield ULC Valuation & Advisory for an updated appraisal to support the land's value under its current zoning and use, which it has used to consider the interest received. That interest includes a formal offer, and the sale process remains ongoing (Twelfth Report, paras. 47–50).

The delay at Essa heads the reasons the monitor gives for having "no ability to repay" the $1,500,000 interim facility of Pillar Capital Corp. when it matures on November 30, 2026. The release date's movement, it says, "ultimately delayed the advancement of the Angus Manor Sale Process in a material way," and the sale process for the three additional projects, Wingham, Lake Huron Shores and Meaford, has "not yet resulted in any successful binding agreements." In the monitor's account, the A2A Group's management "continues to oppose various relief," and the monitor's investigation "for the purpose of clawing back any potential fraudulent transfers of property from the US LLCs" has been delayed by, among other things, "the lack of cooperation and transparency from the A2A Group's management." Those passages name no one (Twelfth Report, paras. 56–57). The monitor's answer is a new loan from the same lender: up to $5,500,000 at 18% a year, under a term sheet dated October 1 that the monitor asks the Court of King's Bench of Alberta to approve (paras. 36(b), 58–59).

When this case was last reported here, on September 12, Justice C.M. Jones had just extended both court-ordered charges to the offshore investors' undivided fractional interests, or UFIs, in the A2A lands, and no reasons were in the record. The Twelfth Report appends transcripts of his September 9 ruling on standing and his September 10 decision, and his October 6 written decision ordering Allan Lind, a former director of certain of the debtor companies and a director of the two Texas LLCs among them, to pay $10,000 in costs (Twelfth Report, paras. 9, 15, 21–24; App. "D", para. 8).

Eighteen per cent, compounded monthly

Pillar's facility, authorized by the initial order of November 14, 2024, has been amended three times: in December 2024 to cut the maximum from $2,000,000 to $1,250,000, in November 2025 to raise it to $1,500,000 and extend maturity to August 19, 2026, and on August 19, 2026 to extend maturity to November 30 (Twelfth Report, paras. 8(f), 55–56).

The new facility would be a demand loan of up to $5,500,000, available as a single advance, for 12 months with a minimum term of three months. Interest would run at 18% a year, compounded monthly on the daily balance. Payments for the first twelve months would be drawn from a $990,000 interest reserve funded out of the loan itself, with interest-only monthly payments and a balloon payment at the end of the term after that. A 3% facility fee would come off the advance at closing, a $500 monitoring fee would fall due each month, and the borrowers would pay Pillar's legal fees. If the loan is neither renewed, at Pillar's sole discretion, nor paid out within 12 months of the advance or by a later date Pillar agrees, interest would instead accrue at 2.5% a month. The offer is subject to Pillar's due diligence, credit committee approval and documentation, and its conditions include court orders satisfactory to Pillar authorizing the borrowing and the "inclusion of 100% of the UFI units of Angus Manor, Wingham, Goderich and Meaford," a first-ranking charge, the expiry of the appeal period, and the payout of Pillar's current facility from the advance (Twelfth Report, App. "E" (term sheet, Oct. 1, 2026), pp. 1–3). The monitor says it entered into the term sheet subject to court approval (para. 42(d)).

The report lists three uses for the money: repaying the existing facility, funding the interest reserve, and paying "the significantly aged, outstanding invoices of the Insolvency Professionals," its name for the beneficiaries of the administration charge, which the initial order granted in favour of the monitor, its counsel and the two representative counsel. The interim lender's charge, which ranks first, would rise from $1,500,000 to $5,500,000, and upon the advance the administration charge would fall from $3,500,000 to $1,000,000. Those professionals "will need to rely on the Administration Charge for the future payment of their fees and disbursements" (Twelfth Report, paras. 8(g), 53–54, 69, 81(b)).

Without the new facility or one like it, "the Insolvency Professionals will continue to bear the costs of these CCAA Proceedings. The Insolvency Professionals have financed the majority of these CCAA Proceedings to date, saving the estate and Investors significant funding and costs," the report says, and the period they have gone unfunded "has been lengthy" (Twelfth Report, para. 62). The Twelfth Report gives no total for the unpaid invoices. The Eleventh, filed August 31, put the administration charge's closing balance at $2,995,500 on August 29 (Eleventh Report of the Monitor, Aug. 31, 2026, App. "B").

On price, the monitor says the rates, fees and charge "appear to be commercially reasonable in the circumstances." Citing a summary of court-approved interim financing terms across Canada, it reports that similar facilities, of $2 million to $8 million, approved from the beginning of 2025 to October 7, 2026 carried interest rates from 6% to 20% and commitment fees from 1% to 5%. The nature and value of the group's property, pre-development land, "is generally unconventional from a lending perspective," it adds, and the facility "would enhance the prospects of a successful liquidation of the A2A Group" (Twelfth Report, paras. 60, 66).

What the transcripts show

On the morning of September 9, Justice Jones ruled that Mr. Lind was "at liberty to engage counsel and make submissions" to answer any request for costs against him, but that neither he nor the Canadian respondent debtors had standing to make submissions on the monitor's charge application. Under the amended and restated initial order, he said, "it is not open to the Debtor Companies and Affiliated Entities, while in CCAA proceedings, to advance opposition to the Monitor's decisions." Lest there be any doubt of the extent to which the court is inclined to view active opposition by the debtor companies to the monitor's attempt to discharge its court-ordered mandate "as obstructionist, unwarranted, and unwelcome," he said, the respondents and Mr. Lind "might wish to review paragraph 39 of the ARIO" (Twelfth Report, App. "B" (Sept. 9 transcript), pp. 3–4).