Miquelon Meter: a receivership order on hold, an auction and a bankruptcy

Miquelon Meter Services Ltd. fabricated flow meters for midstream oil and gas companies out of a 40,000-square-foot leased property in Edmonton, beside a 100,000-square-foot yard that held certain inventory and leased vehicles, per the First Report of the Receiver, Dec. 3, 2025, s. 2.1, paras. 1–2. The marketing materials its financial adviser, Sinclair Range Inc., sent to prospective purchasers in September 2025 list its products: orifice fittings, orifice flange unions, meter runs, venturi tubes, meter remanufacturing. They call the company "one of only two Canadian flow meter providers" and say major midstream companies "rely on Miquelon for ~80% of their fabrication needs," per the Affidavit of Eric Desmarais, Sept. 12, 2025, para. 36, Ex. 19, pp. 203, 205.

The deck's own table gives unaudited revenue of $12,870,484 in fiscal 2019 and $4,373,180 in fiscal 2025, a fall its summary places "amid industry and customer shocks." For fiscal 2025 it shows negative EBITDA of $344,575 and a net loss of $4,143,012, with $3,366,303 entered on a line labelled "Restructuring and refinance," per the Affidavit of Eric Desmarais, Sept. 12, 2025, Ex. 19, pp. 209–210.

On September 21, 2026, Registrar M. Park of the Court of King's Bench of Alberta adjudged the company bankrupt on the application of Royal Bank of Canada and appointed AlixPartners Restructuring, Inc. as trustee, per the Order for Bankruptcy, Sept. 21, 2026, paras. 2–3. The bank's affiant, Eric Desmarais, had sworn in June that the receiver told him the liquidation was complete and had generated approximately $250,000 of net proceeds available for distribution. On the receiver's information he put the value of RBC's security at CDN$250,000, against a debt of CAD$2,737,971.96 and US$253,253.41 as of June 8, 2026, per the Affidavit of Eric Desmarais, June 12, 2026, paras. 1, 22–23, 25.

A consent order held in trust

HSBC Bank Canada had lent to the company since 2019, latterly through a $2,750,000 revolving demand facility, a US$250,000 overdraft and two term loans, under a general security agreement over all its personal property, and the loans passed to RBC when HSBC amalgamated with it. Founded in 2003, the company was managed primarily by Blake Patras, one of its two directors. In or around October 2024 its file went to RBC's special loans group because of "decreasing year-over-year financial performance," continued excesses on the operating facilities and a 2024 net loss of approximately $219,000. The defaults Desmarais lists include both term loans left unpaid past maturities of August 30 and December 8, 2024. A demarketing letter of February 27, 2025 gave the company until April 4 to repay, and a demand and a notice of intention to enforce security followed on April 28, per the Affidavit of Eric Desmarais, Sept. 12, 2025, paras. 6–8, 17, 21–22, 24, 27–28.

The forbearance agreement is dated June 27, 2025. It ran to August 31, with milestones: a conditional term sheet for partial repayment by July 31, and documentation of equity or financing commitments to pay the debt in full by August 15. It required the company to deliver executed copies of a consent receivership order and a consent judgment, to be "held by the solicitors for the Lender in trust until the occurrence of a Termination Event," when RBC could fill in their blanks and apply to have them signed. The company agreed to "expressly waive the right to contest the Applications or withdraw [its] consent thereto," per the Affidavit of Eric Desmarais, Sept. 12, 2025, Ex. 15, arts. 3.2, 4.1–4.2, 5.3 (pp. 162, 168, 170–171).

Sinclair Range wrote to Desmarais on August 18. The company had delivered financing term sheets, it said, but "the senior facilities, in and of themselves, fall short of a full payout to RBC. At this stage, we expect availability in the range of $1.0–$1.5 million, rather than the $3.0 million target," per the Affidavit of Eric Desmarais, Sept. 12, 2025, Ex. 17, p. 196. The company launched its own sale process on September 1, run by Sinclair Range, per the First Report of the Receiver, Dec. 3, 2025, s. 4.1, para. 1. Its draft procedures describe "a pre-filing, out-of-court process" aiming at a going-concern sale, with an equity investment of approximately C$2.0 million or more to refinance the senior debt as the alternative; non-binding letters of intent were due September 26 and binding bids October 24, per the Affidavit of Eric Desmarais, Sept. 12, 2025, Ex. 20, paras. 2–3, 17, 19 (pp. 214, 217). Desmarais swore that RBC "provided no input into the process before it was launched." Its counsel, Sam Gabor of Gowling WLG, had emailed the company's counsel, Daniel Jukes of Miles Davison LLP, on August 27 that RBC had a court date for its receivership application on September 24, per the Affidavit of Eric Desmarais, Sept. 12, 2025, paras. 36, 38.

On September 24, 2025, Justice Gill heard counsel for RBC and for the company and, noting the company's consent as to form and content, pronounced the consent receivership order. It appoints KSV Advisory Inc. receiver of all the company's property under s. 243(1) of the Bankruptcy and Insolvency Act and s. 13(2) of the Judicature Act. Its third paragraph then stays the effect of all its provisions other than paragraphs 3 and 4, the appointment included, until RBC files a lender's certificate, which RBC may do "without further order of the Court upon RBC deeming that the Stay should be terminated in its sole and unfettered discretion." The order sets a receiver's charge and a borrowing limit of $250,000 each, and sale limits without court approval of $50,000 a transaction and $250,000 in aggregate; nothing in it prevents the receiver from acting as trustee in bankruptcy, per the Consent Receivership Order, Sept. 24, 2025, paras. 2–4, 5(l), 21, 24, 31. The same day Justice Gill granted the consent judgment against the company: $2,498,293.07 and US$231,154.11, and costs on a solicitor-client full indemnity basis, per the Consent Judgment, Sept. 24, 2025, paras. 1, 4.

The company's September 26 deadline produced one non-binding letter of intent. RBC and the receiver viewed it as unacceptable, the receiver later reported, because it was non-binding, "contemplated a purchase price which did not accurately reflect the valuation of the Company in its current insolvent position," offered no solution for the unsecured creditors, and was conditional on due diligence. "[A]s no acceptable letter of intent was submitted prior to the LOI Bid Deadline, RBC elected to file its lender's certificate," per the First Report of the Receiver, Dec. 3, 2025, s. 4.1, paras. 1–3. The certificate, signed by Desmarais, records its delivery at Calgary on September 29, 2025, the date the first report uses as the "Filing Date," per the Lender's Certificate, Sept. 29, 2025, p. 2 and the First Report of the Receiver, Dec. 3, 2025, s. 1.0, para. 1.

Twenty-one employees and a yard of inventory

The order names KSV Advisory Inc.; the receiver's notice and first report are signed by KSV Restructuring Inc., with Andrew Basi and Ross Graham on the file. At the start the receiver "viewed a going concern sale as the most likely scenario to maximize realization for creditors," though it said that was highly uncertain. It found 21 employees and terminated all but one by October 9, keeping a bookkeeper to collect receivables until November 26, and estimated the claim under s. 81.4(1) of the BIA at approximately $36,000. Customers called about their ongoing projects; the receiver sold certain project inventory fabricated before the filing to three of them for approximately $119,000, and by December 3 had collected approximately $256,000 of approximately $570,000 in pre-filing receivables. RBC advanced $100,000 under the receiver's borrowing charge, per the First Report of the Receiver, Dec. 3, 2025, p. 1, ss. 3.1–3.3, 7.0.