Sirona Pharma: Sinclair Range says the former CRO's share ended with his work

At 7:54 p.m. on January 29, 2026, Scott Sinclair, president of Sinclair Range Inc., emailed Sirona Pharma Inc.'s chief restructuring officer, Gord Boersma, a reconciliation of what the firm had collected on the engagement. Sinclair Range had received $169,495.84 from Sirona Pharma; with the accounting fees and the strategy adviser's fees taken out, $106,495.84 related to Mr. Boersma's own work; 75% of that was $79,871.88, of which $72,750.00 had been paid, and the $7,121.88 balance "will be sent to you in the morning." At 8:05 p.m. Mr. Sinclair sent a second email, terminating with immediate effect the professional services agreement between Sinclair Range and Mr. Boersma's company, Grand Arc Bend Inc., per the Affidavit of Scott Sinclair, Sept. 24, 2026, paras. 18, 23(a), Exs. "E", "G".

What had reached him that evening was an application the companies served that night and filed the next morning. "As of January 29, 2026, Sirona Pharma is discontinuing the engagement agreement with Sinclair Range and continuing to engage Gord Boersma as CRO through an engagement agreement with Grand Arc Bend Inc.," it said, an agreement signed that day on terms "substantially similar" to Sinclair Range's, which the companies asked the court to seal, per the Application of the CCAA applicants, filed Jan. 30, 2026, paras. 1(b), 32–35. Mr. Sinclair says he had not known of any talks about a direct engagement, and that the step, "on its face, was directed at displacing Sinclair Range from its Court-approved engagement with Sirona Pharma," per the Sinclair Affidavit, Sept. 24, 2026, paras. 15–16.

The monitor's answer to Mr. Boersma's fee claims — $1,899.53 in expenses and nothing more, because in its view the rest lies against Sinclair Range and not the estate — was reported here on September 23. On September 24 Sinclair Range and the former interim lender, Sapphire Global Finance Corp., filed theirs: an affidavit by Mr. Sinclair, who swears it both as Sinclair Range's president and as Sapphire's financial advisor, and a brief from their counsel, Miles Davison LLP, for the hearing before Justice Lema at 10 a.m. on September 29, per the Brief of Sapphire Global Finance Corp. and Sinclair Range Inc., Sept. 24, 2026, p. 1 and paras. 1–6.

Seventy-five per cent of the Services

The agreement Mr. Sinclair ended is dated March 2, 2025. Under it Grand Arc, which supplied Mr. Boersma's services, retained Sinclair Range to support "the independent consulting practice of Grand Arc" with office space, billing and analyst help. Sinclair Range invoices the client and pays Grand Arc "75% (along with the applicable taxes) of all compensation received by Sinclair Range from the Services related to a Customer Agreement," keeping 25% and passing through reimbursed expenses in full. "Services" means "services, assignments, or other consulting services provided by Grand Arc to his third-party clients," per the Sinclair Affidavit, Sept. 24, 2026, Ex. "A", recitals and paras. 5, 10–11, 14–17.

Sinclair Range's engagement letter with Sirona Pharma, dated October 14, 2025, priced each seat separately: for financing, a $25,000 initial fee, $15,000 a month and a bonus of 5% of "Transaction Proceeds," which include the gross amount of any credit facility; $15,000 a month for Mr. Boersma as "Chief Restructuring Advisor" and $10,000 for David Blair as strategy and regulatory compliance advisor, each after a $25,000 initial fee; and $5,000 a month for fractional accounting, per the Sinclair Affidavit, Sept. 24, 2026, Ex. "B", pp. 2–4.

Grand Arc's own invoice tracker, taken from Mr. Boersma's second affidavit, applies 75% to the CRO and financing lines, including $32,484.38 of the $43,312.50 closing bonus on Sapphire's first, $825,000 facility, and 25% to the adviser and accounting invoices, and shows $24,542.72 overdue, per the Sinclair Affidavit, Sept. 24, 2026, para. 23(a), Ex. "H". The brief says the two sides agree on what Sinclair Range had collected and paid Grand Arc by January 29 and differ over that 25%, which falls outside "Services," it argues, because Mr. Boersma did not do the work, per the Brief, Sept. 24, 2026, paras. 22–24, 30–33.

The reconciliation email had taken the same line. "Such fees to you are not part of your contract and my view is that Sinclair Range never agreed to such an arrangement," Mr. Sinclair wrote. "However, I recognize your claim to the contrary and, if you have some evidence of our agreement, I am certainly receptive to that conversation," per the Sinclair Affidavit, Sept. 24, 2026, Ex. "G". He says none has been offered, though on rereading the invoices for his affidavit he did find one error: the reconciliation paid Grand Arc 75% of $6,683.34 in travel and Health Canada security-clearance costs on a December and a January invoice, which as out-of-pocket expenses should have passed through in full. Sinclair Range will pay the $1,670.84 difference, per the Sinclair Affidavit, Sept. 24, 2026, para. 23(a), Ex. "I".

The week before February 6

Mr. Sinclair says he messaged Mr. Boersma that evening asking when he had planned to tell him; Mr. Boersma phoned and proposed a 30-day termination period; Mr. Sinclair refused and ended the agreement at once under its paragraph 25, which allows that where the other party engages "in any conduct that is materially detrimental to the terminating party's reputation or business interests." Asked two days later to authorize the January 30 payroll, Mr. Boersma replied that since Sinclair Range had terminated effective immediately, "I cannot authorize banking transactions or otherwise make any management decisions on behalf of Sirona. My access to the accounting file, emails, and engagement files was cut off with no notice," per the Sinclair Affidavit, Sept. 24, 2026, paras. 17–19, Ex. "F".

Mr. Boersma swore his own account on May 4. Sinclair Range, he says, "failed to provide the required Support" and "failed to remit funds to me that were paid to Sinclair Range by the Companies for my services," and he moved to end the arrangement "with a view to ensuring there would be no disruption to the Companies' CCAA process." Sinclair Range responded "by purporting to terminate the Professional Services Agreement itself, without notice, and locked me out of necessary IT and communications systems," leaving him unable to perform his duties as CRO, per the Affidavit No. 2 of Gord Boersma, May 4, 2026, paras. 11–12. Mr. Sinclair answers that the firm gave the support the agreement describes, with two CPAs on staff among those working on Sirona; that Mr. Boersma raised no complaint about it until confronted over the direct engagement; and that cutting a departing outside provider's system access was standard practice, consistent with its obligations to other clients to safeguard confidential information, per the Sinclair Affidavit, Sept. 24, 2026, para. 21.

On February 4 the companies amended their application. It described the Grand Arc agreement as "now-withdrawn," said that "As of January 30, 2026, Mr. Boersma is no longer with Sinclair Range," and asked to keep Sinclair Range's team with Mr. Blair as CRO, per the Amended Application, Feb. 4, 2026, paras. 1(a)(iv), 31–33. Justice G.S. Dunlop granted it on February 6, in an order recording the agreement of Sinclair Range and Mr. Boersma to split the $77,667.84 then owed to Sinclair Range — $58,964.71 to Mr. Boersma or Grand Arc and $18,703.13 to Sinclair Range — and directing that further payments to Sinclair Range "as they relate to the CRO role for the period of time that Gord Boersma was named CRO" be held in trust by the monitor, per the Order of Justice Dunlop, Feb. 6, 2026, paras. 15–17. The brief puts Grand Arc's total pay for the roughly three and a half months to termination, that payment included, at $138,836.59, per the Brief, Sept. 24, 2026, para. 51 and n. 2.