Maskeen 177: a commitment letter the lender could change until funding

On January 6, 2026, a director in MCAP Financial Corporation's Vancouver development finance group went to see the land his company had lent against on Bentley Road in Surrey, found it vacant, and swore the next day to "a deep excavation supported by what appears to be temporary shoring, with water accumulating at the base of the excavation walls," per the Affidavit #1 of Blake Johnston, Jan. 7, 2026, paras. 55–56. The hole was meant for the parking under Phase 1 of a project marketed as Victory: 220 strata apartments in three wood-frame buildings on Lot 2, with 344 more planned on Lot 1 and a low-rise site contemplated on Lot 4, where a tenant still lives in a single-family house. The borrowers had signed 94 presales and collected about $4.06 million in deposits. On August 4, 2026, their real estate counsel told the receiver that every buyer had rescinded and been repaid in full, and the receiver notes it was not consulted, per the Second Report, Aug. 17, 2026, ss. 2.0–2.1.

On September 1, Justice Coval of the Supreme Court of British Columbia signed two orders. One gave MCAP judgment against six borrowers and nine guarantors for $16,392,045.12. The other hands the company that holds title to the land to 1343239 B.C. Ltd., at a price redacted from the agreement attached to it, per the Order Nisi, Sept. 1, 2026, paras. 11–12 and the Reverse Vesting Order, Sept. 1, 2026, paras. 1, 3, Sch. C. The borrowers had spent the week before trying to redeem, on a commitment letter whose lender "reserves the right to make any changes to this offer up until the time of funding," per the Second Supplement, Aug. 31, 2026, App. A.

A construction loan that became a land loan

The loan agreement of October 31, 2022 was a $91,900,000 first mortgage construction loan, capped at first at $24,000,000. By MCAP's account, presales stood at 65 units and about $36,900,000 in July 2024, short of the $50,000,000 needed to unlock construction financing; the interest reserve had been used up in September 2023; and the Phase 1 budget rose by about $9,000,000. On September 24, 2024 the facility became a $24,000,000 land loan with a covenant against building before repayment. MCAP deposes that the borrowers started excavation, forming and shoring on Phase 1 in early 2025 anyway, without construction financing, and that the unpaid bills led to the builders' liens now on title. It demanded payment on July 28, 2025; a forbearance agreement of October 3 deemed the redemption period to have begun on August 8, 2025 and recorded the borrowers' irrevocable consent to a receiver, per the Affidavit #1 of Blake Johnston, Jan. 7, 2026, paras. 8, 20–28, 34–37, 43.

The borrowers' account, sworn by Amrinder S. Cheema, chief financial officer of the Maskeen Group of Companies, reads as a roll call of lenders through 2025: Laurentian Bank of Canada and the mezzanine lender Realtech Capital Group Inc., which could not raise its capital; letters of intent from Cameron Stephens Mortgage Capital, Coast Capital Savings Credit Union and Peak Mortgage Company that never became commitments; a Vancity refinancing of Lot 4 that did not complete because, he says, MCAP would not discharge the lot; and a Union Lending Corporation commitment on Lot 1 that arrived on December 3 at $10,000,000. Cheema blames MCAP's refusal of partial discharges, puts the appraised raw land value of Lot 2 alone at $22,750,000, and asked for four to eight weeks, per the Affidavit #1 of Amrinder Cheema, Jan. 13, 2026, paras. 4–13, 17–18, 25. According to MCAP, the borrowers then consented to a receivership order, pronounced on January 14, 2026 and held back to let them redeem by March 16. They did not, and the order took effect that day, per MCAP's Application Response, Aug. 25, 2026, Part 4, para. 5.

Three offers, and the one that paid its deposit

KSV Restructuring Inc. was appointed receiver, and AlixPartners Restructuring, Inc. took its place on June 1 with the same professionals. Colliers Macaulay Nicolls Inc. marketed the site from May, twelve parties signed confidentiality agreements, and offers came on June 5, 9 and 30. The June 5 offer was a conditional letter of intent. Westrich Pacific Corp.'s affiliate 2813353 Alberta Ltd. made an unconditional offer four days later, and the receiver signed it; Westrich then did not pay its deposit through repeated requests and a 5:00 p.m. deadline on June 29, and on June 30 the receiver declared the agreement null and void. That same day 1343239 B.C. Ltd. offered the highest consideration received, and after negotiation its unconditional agreement was executed on July 14, per the Second Report, Aug. 17, 2026, s. 1.0 n. 1, ss. 4.1–4.2.

Its price and deposit are redacted, and the receiver asked to seal them until closing because disclosure could harm a later process if the deal failed. The first deposit instalment is paid and held by Osler; the second is due by September 15, 2026. Closing is the later of ten business days after the approval becomes final and December 15, 2026. The purchaser subscribes for new shares of 0943151 B.C. Ltd., the nominee on title. The receiver's reason for that structure is property transfer tax: the purchaser "is not prepared to acquire the Property at the Purchase Price under an alternative structure that requires payment of PTT," and the tax saved "flows to the Debtors' creditors," consistent, the receiver says, with British Columbia v. Peakhill Capital Inc., 2024 BCCA 246. Behind the deal sat $484,817.79 of 2024 and 2025 tax arrears and a City of Surrey tax sale on September 28, from which the City agreed on August 13 to leave the land out "at this time," per the Second Report, Aug. 17, 2026, ss. 4.3, 4.5, 4.6, 6.0.

"Funding can be advanced on the 24th"

The borrowers' counsel first raised a refinancing on July 14, the day the purchase agreement was executed. "Maskeen has secured lending to refinance this," he wrote, adding that funding looked possible on the 24th and asking to discuss adjourning the matter a week, per the Affidavit of Cristina Misceo, Aug. 26, 2026, Ex. B. The commitment letter arrived the next morning. July 24 passed without funding, and so did August 17, the date counsel gave on August 13 for paying out MCAP, per the Receiver's Application Response, Aug. 26, 2026, Part 4, paras. 9–15.

On August 21 the borrowers applied to redeem, to be heard with or before the sale on August 27, and to have the builders' liens cancelled under s. 24 of the Builders Lien Act on posting $2,534,772.69, the face value in their schedule. Their authorities included Bank of Montreal v. Hester Creek Estate Winery Ltd., 2004 BCSC 724, and Bank of Montreal v. Haro-Thurlow Street Project Limited Partnership, 2024 BCSC 47; evidence of "the source, timing, and certainty of the proposed redemption funds" would follow by affidavit, per the Debtors' Notice of Application, Aug. 21, 2026, Part 1, paras. 1–8, Part 2, para. 9, Part 3, paras. 9–11.

The lien claimants lined up behind it. Country Green Excavating Limited, whose $620,748.34 lien is registered against both Lot 1 and Lot 2, consented to all of it, per its Application Response, Aug. 25, 2026, Part 1, and Yard At A Time Concrete Ltd. opposed any sale that would extinguish the right to redeem and its own lien with it, per its Application Response, Aug. 25, 2026, Part 4, para. 2. Integrity Shoring & Civil Ltd. asked for two months, warning that on a sale the proceeds were "likely to be largely disposed of in satisfying MCAP leaving the lien claimants without any security for their significant claims," per its Application Response, Aug. 25, 2026, Part 4, paras. 1–2. Madness Forming & Construction Services Inc., claiming $337,323.41 for formwork and tower crane rental, complained of late service, of a non-disclosure agreement it called inappropriate and prejudicial as the price of seeing the purchase price, and of being told no holdback existed; it doubted the lien claimants understood that "their lien claims will likely be effectively worthless," per its Application Response, Aug. 25, 2026, Part 4, paras. 4, 17–20, 32–35. The receiver answered that Madness had never served a demand for notice, per the Supplement to the Second Report, Aug. 26, 2026, s. 2.0, paras. 3–4.