D & L Mining: an offer for the Wingdam interest, and a disclaimer instead

Immediately after D & L Mining Corp. made an assignment in bankruptcy on October 9, 2026, according to its trustee, MNP Ltd., a third party contacted the trustee about acquiring the company's interest in the agreement under which it worked the Wingdam Mine, near Barkerville, B.C. After various communications, the trustee's preliminary report says, a third party made an unsolicited verbal offer for that interest, and the trustee entered into a non-binding letter of intent with it. Instead of a sale, the trustee disclaimed D&L's interest in the agreement, effective October 22, after it, the mine's title holder and the third party could not agree on how to convey that interest "in short order," per the Trustee's Preliminary Report, Oct. 28, 2026, para. 9. The report names neither the third party nor any figure for the offer.

The trustee's realization efforts, the report says, "will now focus on the Estate's remaining assets, including, but not limited to, D&L's machinery and equipment." That equipment "remains secured on OMM's property" — the property of Omineca Mining and Metals Inc., the title holder — and the trustee is still reviewing and assessing possible realization strategies for it, "including claims by third parties asserting ownership of certain equipment," per the Trustee's Preliminary Report, Oct. 28, 2026, paras. 6, 8–9.

The bankruptcy took effect at 14:02 on October 9 under s. 49 of the Bankruptcy and Insolvency Act, and the official receiver's certificate records MNP Ltd. as duly appointed trustee of the estate, No. 11-3435357, in an ordinary administration, per the Certificate of Appointment, Oct. 13, 2026. The appointment is subject to affirmation by the creditors at their first meeting, per the Trustee's Preliminary Report, Oct. 28, 2026, para. 1. The statement of affairs, sworn in Calgary on October 9, lists assets of $545,000 and liabilities of $19,278,670.99, per the Statement of Affairs, sworn Oct. 9, 2026, in Creditors Package, Oct. 14, 2026, p. 5.

An operator on another company's title

D&L was provincially incorporated on May 2, 2023, and operated as a gold exploration and development company. It conducted operations at the Wingdam Mine under a Transfer and Agency Agreement, which the trustee's report defines as the Operating Agreement, with OMM, "the Mine's title holder," per the Trustee's Preliminary Report, Oct. 28, 2026, para. 2. The notice of bankruptcy describes the company as of the City of Nanaimo, B.C., per the Notice of Bankruptcy, First Meeting of Creditors, Oct. 14, 2026, in Creditors Package, p. 4.

The trustee's report says it was prepared from the company's books and records, which the trustee has not reviewed or audited, and from discussions with management. By its account, before the bankruptcy the company experienced "various cost overruns arising from the nature of the mine and the significant costs associated with exploring and maintaining an underground gold mine." The company's "financial distress became apparent following the passing of its former principal," the report says. After that, by the report's account, the newly appointed director determined that the operation was unsustainable and the company no longer financially viable, and the company determined that a bankruptcy filing was necessary, per the Trustee's Preliminary Report, Oct. 28, 2026, p. 1 and para. 3. On the statement of affairs, the one reason ticked for the company's financial difficulty is "Lack of Working Capital/Funding," per the Statement of Affairs, sworn Oct. 9, 2026, in Creditors Package, Oct. 14, 2026, p. 5.

Shortly after the filing date, the trustee travelled to the mine to meet the company's former employees and take an inventory of its equipment. It reports that it continues to communicate regularly with OMM's management to ensure the assets are kept safe until a realization strategy can be determined, per the Trustee's Preliminary Report, Oct. 28, 2026, para. 6.

The interest the trustee disclaimed

According to the report, the Operating Agreement "purported to grant OMM both a right of first refusal and consent rights in respect of any transfer of the Company's interest," so the trustee engaged with OMM on the proposed structure of a potential sale, one that included the third party taking on the liabilities and costs associated with the agreement. The trustee, OMM and the third party were unable to agree on a structure that would see the interest conveyed to the third party in short order, the report says, and it became evident that the trustee would be unable to fulfil the company's monetary and environmental obligations under the agreement associated with maintaining the mine. As a result, the trustee exercised what it calls "its authority under section 19, 20 and 31 of the BIA" to disclaim D&L's interest in the agreement, effective October 22, 2026, per the Trustee's Preliminary Report, Oct. 28, 2026, para. 9.