Addy: the payroll lender's RVO, approved before the market test

Addy's model was first tried on a house. Before there was any software, Stephen Jagger and the man who became the company's first chief executive took a single-family property on Trout Lake in Vancouver, redeveloped it as a front-back duplex and returned the participants' capital with a capital gain. Addy then spent 2019 and 2020 building a platform through which individuals could invest in private real estate in smaller amounts than such offerings typically take, and in 2020 it expanded into commercial real estate, including a Starbucks-anchored property in Chilliwack, B.C. That is the account Jagger, a co-founder and by 2026 the sole remaining director, affirmed on April 27, 2026, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 1, 9–12. "Addy does not own or develop real estate," the proposal trustee later wrote, per the Proposal Trustee's First Report, Apr. 28, 2026, para. 11.

Its early offerings ran through special purpose vehicles, one per property, each a subsidiary of Addy, so that a property operator dealt with a single investing entity while the platform's participants invested through it. The model covered approximately two dozen properties, and at filing Addy was the parent of approximately 35 SPVs and other subsidiaries. As the business grew, its regulatory environment became more complex. Addy set up its own registered dealer, Addy Dealer Corp., which did not act as dealer of record, and a sale of preferred shares in or about May 2025 raised $900,000. In Jagger's account, Addy could not continue in its existing form beyond the end of 2025, with contributing factors including the cost of operating "within a more heavily-regulated framework," declining investment activity and "broader adverse conditions in the real estate market," per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 13, 15, 17–18, 21. Addy Dealer Corp. made an assignment into bankruptcy on March 9, 2026, and on April 16 Addy filed a notice of intention to make a proposal under the BIA, with Crowe MacKay & Company Ltd. as proposal trustee, per the Notice of Bankruptcy, First Meeting of Creditors, Mar. 9, 2026, p. 1 and the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, para. 2.

Thirteen days later, Justice Coval of the Supreme Court of British Columbia made two orders. One approved a sale process built around a stalking horse bid from the lender that had been funding Addy's payroll. The other approved that bid as a reverse vesting transaction, to take effect only if it was confirmed as the successful bid, per the SISP Order, Apr. 29, 2026, para. 3 and the Reverse Vesting Order, Apr. 29, 2026, paras. 9–11. The transaction closed on June 11, and four days later the company into which Addy's other debts had been vested was in bankruptcy, per the Letter to Investors, June 19, 2026, p. 1.

The only party prepared to fund payroll

Of the parties Addy approached in 2025, Wealthsimple and Onni Group, among others, declined, and Trez Capital withdrew on December 27, 2025. Atlas One Securities Inc. got as far as an asset purchase agreement dated January 21, 2026 for the brand and member list, at $50,000 according to Addy's notice of application, but the regulatory sign-off it needed was not obtained within the commercial timeline, and Atlas One withdrew, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 26–27 and the Notice of Application, Apr. 27, 2026, Part 2, para. 19.

That left Anthem Capital Corp., a Vancouver investment company affiliated with Anthem Properties, a local real estate developer, and in Jagger's words "the only party prepared to advance funds to support Addy's payroll." Its vehicle, 1525293 B.C. Ltd., or 152, is "a newly incorporated subsidiary of Anthem, specially incorporated to enter into the Stalking Horse Agreement." Addy had run out of all liquidity in January 2026. Under a loan agreement dated as of January 16, secured by a general security agreement over all of Addy's property and bearing interest at 5% a year, 152 advanced funds for payroll and short-term commitments, and by April 23 Addy owed it $270,399.52, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 28–30, 34–38, 41, Ex. C. The trustee obtained an independent opinion that the security was valid and enforceable, subject to standard assumptions and qualifications, per the Proposal Trustee's First Report, Apr. 28, 2026, para. 29.

152 had first committed, Jagger says, to funding payroll to the end of March, expecting its deal to be approved shortly afterwards with no further sale process. About two weeks before the filing, the trustee told him that potentially interested parties had made enquiries; the trustee's report counts two, both unsolicited, neither among the nine groups Addy had approached, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 42–43 and the Proposal Trustee's First Report, Apr. 28, 2026, paras. 42–43. The plan became a short sale process, with 152 funding professional fees through it "but up to no more than $200,000." Jagger also disclosed discussions with 152's representatives "regarding a possible role or involvement with the business following completion of a transaction"; no final agreement had been entered into, and he did not believe the discussions affected his view that the sale process and the stalking horse were reasonable, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, paras. 44, 53.

Two hundred thousand dollars, less the fees

The stalking horse is a binding term sheet dated April 24, 2026. The lender would subscribe for new shares representing 100% of Addy's capital, with the existing shares redeemed for no consideration, at a price in three parts: $200,000 in cash "less professional fees funded to the Closing Date which as at April 23, 2026 have been $122,131"; cash for the priority payables; and a credit of its entire secured debt. The two cash payments form the cash component, which the term sheet lists first among the excluded assets bound for the residual company, per the Reverse Vesting Order, Apr. 29, 2026, Sched. B (Term Sheet), items 4, 6, 9.

A rival had to beat that in cash. A supportable offer would pay the secured debt in full, the $200,000 less fees, the priority payables and the break fee, plus a minimum overbid of $25,000, and to come with a 15% deposit, from which the stalking horse was exempt. Bids were due at noon on May 14, with an auction if needed on May 22 and an outside date of June 10, per the SISP Order, Apr. 29, 2026, Sched. B (SISP), paras. 1(vv), 10, 21(c)(xii), 22. The break fee reimburses the lender's reasonable bid expenses, to a maximum of $10,000 in both Jagger's affidavit and the trustee's report, per the Affidavit #1 of Stephen Jagger, Apr. 27, 2026, para. 45(c) and the Proposal Trustee's First Report, Apr. 28, 2026, para. 45(i)(viii). The trustee said the timelines rested on "the very limited funds available to the Company to operate" and that the timeframe, "albeit short, can be achieved," per the Proposal Trustee's First Report, Apr. 28, 2026, para. 46. The sale process order also extended the stay, and the time to file a proposal, to 11:59 p.m. on June 30, 2026, per the SISP Order, Apr. 29, 2026, para. 2.

Approval first, the market after

The reverse vesting order approves the transaction and declares the term sheet commercially reasonable, but makes both subject to the sale process order, and takes effect only once the stalking horse is confirmed as the successful bid, per the Reverse Vesting Order, Apr. 29, 2026, paras. 9–11. Addy's application cited Institutional Mortgage Capital Canada Inc. v. 0876242 BC Ltd., 2022 BCSC 1520, in which, it said, a final vesting order went to a stalking horse bidder "subject only to there being a higher bid in the sale process." It acknowledged that no express statutory provision speaks to reverse vesting orders, said the court had approved them in proceedings under s. 50.4 of the BIA, citing PaySlate Inc. (Re), and named s. 183 of the BIA as the overarching jurisdiction, per the Notice of Application, Apr. 27, 2026, Part 3, paras. 48, 55.