Amalgamated Heating: the last two generators go to auction

When Ernst & Young Inc. changed the locks on Amalgamated Heating Ltd.'s yard in Acheson, west of Edmonton, in July 2024, five of the company's generators were somewhere else. They sat on oil field lease sites, fitted into other mechanical and operating equipment and wired to a bitcoin-mining apparatus belonging to Bit-Ram Manufacturing Inc., the tenant of the Acheson premises, a company operated by Amalgamated's principal that built modular electrical buildings for bitcoin-mining hosting. Under a usage agreement, Bit-Ram ran the generators in exchange for 37.64% of the mining revenue they produced. Dismantling them would cost the estate a significant sum and would "significantly impact the business operations of Bit-Ram," the receiver wrote, so for the time being it photographed each unit, confirmed its insurance and left them where they were, per the First Report of the Receiver, Sept. 30, 2024, paras. 9–10, 14–15.

Two years later the receiver describes two of those generators as the remaining assets of the receivership, per the Fifth Report of the Receiver, Aug. 31, 2026, para. 7(b). On September 9, 2026, Justice A.G. Kuntz of the Court of King's Bench of Alberta approved a contract with Ritchie Bros. Auctioneers (Canada) Ltd. to auction the last two, a 2023 Doosan 400kW skid-mounted generator set and a 2023 Caterpillar G3512NA 400kW containerized set, and vested them in whoever buys them free and clear of every claim, per the Auction Approval and Vesting Order, Sept. 9, 2026, paras. 2–3, Sched. B. Two competing claims to those machines now follow the money.

A bank's patience, and a consent order

Amalgamated was a commercial and industrial sheet-metal fabricator that designed and built HVAC systems, mostly in and around Edmonton. Its yard, about 5.16 acres with a warehouse and offices, was registered to a sister company, 1451728 Alberta Ltd., per the First Report of the Receiver, Sept. 30, 2024, paras. 2–3. Royal Bank of Canada lent to both. As at July 2, 2024, according to RBC's bench brief, Amalgamated owed it $1,387,158.67 and 1451728 owed $2,290,414.18, the latter secured by a $3,500,000 collateral mortgage on the Acheson land. Each company had guaranteed the other's debt, and the principal had guaranteed both, per the Bench Brief of Royal Bank of Canada, July 5, 2024, paras. 1–3, 6, 21. RBC demanded payment and served notices of intention to enforce security on or about April 9, 2024. The brief says the companies offered no proposal to repay and "have not communicated with RBC," and that the bank's "patience has now been exhausted," per the Bench Brief of Royal Bank of Canada, July 5, 2024, paras. 7, 31, 45(d).

The companies and their principal had filed a statement of defence to RBC's action, per the Bench Brief of Royal Bank of Canada, July 5, 2024, para. 9. When the application came on, they consented. Justice Douglas R. Mah granted a consent receivership order on July 17, 2024, appointing EY over all the property of both companies, per the Consent Receivership Order, July 17, 2024, p. 1. By then Amalgamated had stopped operating and had no employees, so there were no wage-earner claims to process, per the First Report of the Receiver, Sept. 30, 2024, paras. 22, 25.

EY's statutory notice, drawn from the companies' unaudited books, put their liabilities at $3,885,321: $3,677,586 secured, almost all of it RBC's, and $207,736 unsecured, per the Notice and Statement of Receiver, July 25, 2024, para. 2(d), App. A. The first report added what the books had not settled: Crown source deductions the receiver understood to be $444,542.91, still subject to audit, $57,345.55 in GST, and $70,872.01 in property taxes on the premises. Of the $1,164,573.87 in receivables on Amalgamated's ledger, $1,010,100 was owed by 1451728 itself, and the receiver wrote it off as uncollectable, per the First Report of the Receiver, Sept. 30, 2024, paras. 19–20, 24, 27.

Whose machine is it

The equipment in the yard went first. EY's invitation for offers opened on September 6, 2024 with 25 lots, from an Autofold folder and two forklifts to en bloc lots of shop, yard, office and data-centre contents. It went directly to 149 parties, ran in the Edmonton Journal and the Edmonton Sun, and drew nine proposals, four of them from auctioneers, per the First Report of the Receiver, Sept. 30, 2024, paras. 36–46, p. 23. The winner was a net minimum guarantee proposal from Joiner Sales Corp. and Infinity Asset Solutions Inc., which Justice G.S. Dunlop approved on October 11, 2024, per the Auction Approval and Vesting Order, Oct. 11, 2024, p. 1.

Before that hearing, Joiner went onto the premises to organize the lots and ran into Bit-Ram. The two disagreed over which assets were in the deal; the receiver met with both, looked at the machines, and concluded that some of what Joiner understood it had bought belonged to Bit-Ram, to the principal, or to both. Data miners on site that Joiner had counted were subject to a property claim by a party unrelated to either company, per the Supplement to the Receiver's First Report, Oct. 10, 2024, paras. 7–9. Those assets came out of the contract, and the guarantee came down by $55,600, to $254,400. The auction ran on November 19, 2024 without reaching the sharing threshold above the guarantee, per the Second Report of the Receiver, June 2, 2025, paras. 11–12.

That winter the yard was hit. A vehicle appeared to have struck and disabled the gate around January 21, 2025, and between December 30, 2024 and January 29, 2025 thieves stripped "the copper wiring and essential electrical components" from two generators that had by then been brought to Acheson and were stored there, per the Second Report of the Receiver, June 2, 2025, paras. 9(e), 13–15. EY filed police reports and insurance claims and hired a firm to watch the premises on video around the clock. By February 2026 it had deposited an insurer's cash settlement of $186,297.71 for the two units, per the Fourth Report of the Receiver, Feb. 17, 2026, para. 13.

One of the two had reached Acheson through somebody else's lawsuit. CT Mining Inc. had sued Tamarack Valley Energy Ltd., Amalgamated and its principal in a claim touching the generator, which stood on a Tamarack oil and gas site; Tamarack started interpleader proceedings in Calgary; and on November 1, 2024 a consent order in that action declared the generator to be property under the receivership order, let EY take it, and sent every claim to it into this receivership, per the Second Report of the Receiver, June 2, 2025, paras. 16–17, Sched. B. Dismantling it and hauling it to Acheson cost $22,317.35, per the Second Report of the Receiver, June 2, 2025, Sched. C, note 3.

Five generators, three lenders

Every one of the five was pledged or leased to someone. CWB National Leasing Inc. held registered specific security on three of them, and Midstream Equipment Corporation Ltd. had leased Amalgamated the other two, a 1480 HP Waukesha and an 1150 HP Cat, per the First Report of the Receiver, Sept. 30, 2024, para. 30.

The first buyer for CWB's two 2023 units was connected to the companies. Entities related to the principal had shown "ongoing interest" in buying generators from the start of the receivership, the receiver reported, and on October 16, 2024 it received a first offer from him as representative of 2388750 Alberta Ltd. After what the receiver called extensive negotiations, the two signed an asset purchase agreement on May 8, 2025, with CWB's support, per the Second Report of the Receiver, June 2, 2025, paras. 22–25. The court approved it on June 12, 2025. The buyer did not close; the receiver accepted its repudiation on July 23, 2025 and kept the $24,000 deposit, per the Fifth Report of the Receiver, Aug. 31, 2026, paras. 4, 15.

Midstream's two machines carried a priority question. Its leases each ran more than a year, so the receiver's counsel took them to create a purchase-money security interest, and opined that Midstream "may have failed to perfect" that interest within the 15 days the Personal Property Security Act allows after Amalgamated took possession, at the risk of losing its priority. Midstream, through counsel, said it would "vigorously dispute" the point. The dispute ended in a sale: under an offer to purchase signed August 14, 2025, Midstream bought both generators, conceded priority to them, and agreed to bear the cost of dismantling and transporting them, per the Third Report of the Receiver, Aug. 18, 2025, paras. 17–20. Justice M.E. Burns approved the sale on August 27, 2025, per the Sale Approval and Vesting Order (Midstream), Aug. 27, 2025, p. 1, and it closed on September 2, per the Fourth Report of the Receiver, Feb. 17, 2026, para. 11(b).

The receiver kept the pre-receivership listing with Avison Young at $3,229,000 and accepted an offer on August 27, 2024, but the purchaser could not satisfy its conditions and got its deposit back. In May 2025, in consultation with RBC, EY moved the listing to NAI Commercial Real Estate Inc. and, on NAI's recommendation, cut the price to $2,700,000. Milo Assets Ltd. offered on July 3, 2025, and the receiver accepted on July 23, conditional only on the court, per the Third Report of the Receiver, Aug. 18, 2025, paras. 22–24. Justice Burns approved it the same day as the Midstream deal, per the Sale Approval and Vesting Order (Milo), Aug. 27, 2025, p. 1. The receiver's certificate issued on September 17, 2025, and the three generators still unsold went into storage with Milo on the former premises, per the Fourth Report of the Receiver, Feb. 17, 2026, para. 11(c)–(d).

RBC's first cheque

By February 17, 2026 the receiver held $1,681,821.18. Its statement of receipts records $1,825,137.44 from the sale of 1451728's assets and $380,400 from Amalgamated's, and carries $555,886.29 in general costs, among them the receiver's fees of $347,609.95 and its counsel's of $173,265.05, before GST, per the Fourth Report of the Receiver, Feb. 17, 2026, paras. 15, 17, 19, Sched. A. The receiver's charge had been raised from $150,000 to $600,000 in June 2025, when the receiver told the court the proceedings had "proven to be more complex than was initially anticipated," per the Second Report of the Receiver, June 2, 2025, paras. 33, 35, 37.

Counsel's opinion was that RBC's security over 1451728, including a first-ranking mortgage on the premises, was valid and enforceable. The receiver proposed to distribute only from that estate. To be sure each estate could cover its share, it charged every general cost to 1451728 for now, held back $100,000 for future fees and expenses, and left Amalgamated's $451,954.85 untouched until "outstanding matters" there were resolved, arriving at $1,123,866.33 for the bank, per the Fourth Report of the Receiver, Feb. 17, 2026, paras. 22–26, p. 12. On February 27, 2026, Justice C. Simard authorized that payment to RBC, approved the receiver's and counsel's accounts without a formal passing, and lifted the restricted court access orders of October 11, 2024 and June 12, 2025, directing the clerk to unseal the confidential supplements that had held the offers and sale terms, per the Order (Interim Distribution, Receiver's Activities, Unsealing), Feb. 27, 2026, paras. 3–6. The receiver said then that it expected to make its final distribution in the next four to six months, per the Fourth Report of the Receiver, Feb. 17, 2026, para. 26.

The last two

The Fifth Report explains what stood between the receiver and the last of the property. CWB's security agreements on the two 2023 machines contain no title reservation clauses, and counsel for the Canada Revenue Agency told the receiver and CWB that the Crown asserts the priority of its deemed trust claim in those two. It made no such claim on the third, a 2014 Kohler 300REZXB, per the Fifth Report of the Receiver, Aug. 31, 2026, paras. 13–14. The Kohler was one of the two units stripped in the break-ins, per the Second Report of the Receiver, June 2, 2025, para. 15. With CWB's concurrence, EY sold the Kohler for $10,000 plus GST under an agreement signed August 5, 2026, closing August 11. The receivership order let it sell without approval in any deal up to $25,000, so long as such sales together stayed under $100,000, and it did not come to court, per the Fifth Report of the Receiver, Aug. 31, 2026, para. 16.

For the other two, the receiver signed with Ritchie Bros. on August 26, 2026, subject to approval: an unreserved, as-is public auction at the firm's Edmonton heavy equipment sale, scheduled for September 22, 2026, at a commission of 10% of gross proceeds. The receiver called those terms "reasonable and consistent with industry standards," per the Fifth Report of the Receiver, Aug. 31, 2026, paras. 17–20.

Justice Kuntz's order leaves the priority contest intact. Net proceeds go into an interest-bearing trust account and stand in place of the generators; every claim attaches to the money with the priority it held against the machines; and the receiver may not distribute any of it without a further order, except to repay its own court-authorized borrowings, per the Auction Approval and Vesting Order, Sept. 9, 2026, para. 9. A companion order the same day approved the receiver's activities, per the Order Approving Receiver's Activities, Sept. 9, 2026, para. 2. After the auction, the receiver plans to come back once more, for approval of its fees and activities, final distributions to creditors, an allocation of the receivership's costs between the two estates, and its discharge, per the Fifth Report of the Receiver, Aug. 31, 2026, para. 22.