Stephenville Airport: bought for $6.90, sold on its lender's credit bid

The order that transferred the Stephenville airport describes its land at Tennessee Drive, Massachusetts Drive, Indiana Avenue and Dakota Drive, and measures its hazard-beacon parcels from an iron pin embedded in the bed of "the former U.S. Base Railroad," per the Approval and Vesting Order, Apr. 30, 2026, Sch. D. Under an asset purchase agreement dated June 30, 2022, Stephenville Airport Corporation sold the airport, CYJT, a former Tier 4 certified airport, to 13264793 Canada Corporation, with everything from its real property and vehicles to its Transport Canada airport operator certificate, for a nominal $6.90 and the assumption of specified liabilities of approximately $1,069,093. The agreement was assigned in August 2023 to 15132738 Canada Inc., a federal company; Carl Dymond, its president and director, executed both instruments, per the receiver's Fifth Report of the Receiver, July 9, 2026, paras. 4–6.

In or around June 2025 the electricity was disconnected, operations stopped and all of the company's employees were laid off; the airport has been dormant since, the same report says (Fifth Report of the Receiver, July 9, 2026, para. 7). BTG Capital Inc., an Alberta company, had bought the company's senior debt and security in November 2025 (Originating Application, Jan. 14, 2026, paras. 5, 11). On June 5, 2026, the airport passed on a credit bid to Stephenville International Airport Corp., the "designated affiliate/nominee" of BTG Critical Infrastructure Co-invest L.P. I (Receiver's Certificate, June 5, 2026, recital A). On July 9, Janes & Noseworthy Limited, the receiver, asked the Supreme Court of Newfoundland and Labrador to approve its distribution, its fees and its discharge, per the Notice of Motion re Distribution & Discharge, July 9, 2026.

A $1.1 million note at 48.667 per cent

BTG's debt began as someone else's. On May 15, 2023, 13264793 Canada Corporation made a promissory note to an individual lender for $1,100,000.00, with interest at 48.667% a year and payment due on or before October 12, 2023. The note passed to 15132738 Canada Inc. on August 16, 2023, secured by a general security agreement, a collateral mortgage over the airport and an assignment of rents, per the Affidavit of Brett Stevenson, Jan. 13, 2026, paras. 10–13. It was not repaid as agreed. On or about November 18, 2025 the lender assigned the note and security to BTG, and as of January 12, 2026, BTG's application says, $2,499,152.32 was owing (Originating Application, Jan. 14, 2026, paras. 8, 11–12).

BTG's managing partner listed the rest in his affidavit: a Canada Revenue Agency judgment recording $621,561.49 as at January 6, 2026; a claim for lien registered by Tristar Electric Inc. in May 2024 for $2,399,734.72; about $500,000 claimed by the Town of Stephenville in unpaid taxes; and the June 2025 disconnection by Newfoundland Power for non-payment. Transport Canada, he swore, had downgraded the airport to a registered aerodrome in March 2025 (Affidavit of Brett Stevenson, Jan. 13, 2026, paras. 21, 26.6). BTG asked for an interim receiver because, its application alleged, the company's "chronic lack of capital and ongoing mismanagement threatens the ongoing protection and preservation of the Airport assets" (Originating Application, Jan. 14, 2026, para. 4).

The company's side of 2025 comes from Dymond. In an affidavit sworn January 21, 2026, he said he had entered into a non-binding letter of intent with BTG on or about April 24, 2025 that contemplated an equity investment, "including a potential investment facility of up to approximately $50 million," and that he held off other financing in reliance on its exclusivity terms. "I was effectively kept under BTG's control and influence for the majority of 2025, during a period in which the Airport faced escalating operational, financial, and regulatory emergencies," he swore. BTG, by his account, offered no interim funding or forbearance in exchange, and in November 2025 delivered a binding letter of intent for an asset acquisition, which he did not countersign (Affidavit of Carl Dymond, Jan. 21, 2026, paras. 3–5, 10–16).

An interim receiver over objection

The company opposed the application, arguing first that it belonged in the Corner Brook judicial district, where Stephenville lies, rather than in St. John's (Respondent's Brief, Jan. 19, 2026, paras. 5–8). BTG answered that s. 43.1 of the Judicature Act lets the General Division sit anywhere in the province (Applicant's Supplemental Memorandum of Fact and Law, Jan. 19, 2026, paras. 3–7). Lew Short, who swore his affidavit as the airport's chief operating officer, said he had personally carried out the winterization, that the site was inspected daily, and that on December 24, 2025 Mankey Technologies, LLC had entered into an agreement to acquire the airport. The company, he said, believed the application was "a legal tactic by the Applicant to interfere with the business operations of the Airport" (Affidavit of Lew Short, Jan. 19, 2026, paras. 6, 10, 22, 25).

On January 22, Justice Alexander MacDonald appointed Janes & Noseworthy interim receiver under s. 47 of the Bankruptcy and Insolvency Act for 30 days, with power to borrow up to $500,000 (Interim Receivership Order, Jan. 22, 2026, paras. 2, 3.3, 23). Ian Penney of the firm went to the airport the next day. No snow had been cleared and most buildings could not be reached. Touring the terminal, the former Marine Institute premises and the equipment maintenance building, he was told they had gone unheated all winter but had been fully winterized in the fall. "Despite this assurance, evidence of improper winterization was noted," the interim receiver reported: broken pipes in the heating system, broken water pipes, an undrained hot water heater. Power, which the company or its counsel had represented as restored, was still disconnected, and the interim receiver was advised that the airport was uninsured (First Report of the Interim Receiver, Feb. 19, 2026, paras. 19–21, 29). Service NL advised that power could not be reinstated without a full inspection by a certified electrical contractor. As for a buyer, the interim receiver wrote that despite Dymond's assertions of "a potential purchaser and imminent closing," no such party had contacted it (First Report of the Interim Receiver, Feb. 19, 2026, paras. 24, 34).

Four concerns from the bench

BTG's affiliate BTG Critical Infrastructure Co-invest L.P. I signed the stalking horse agreement; BTG was also the secured creditor and the interim lender. The interim receiver said that affiliation "creates a potential for perceived conflict," and for that reason brought the sale-process motion itself and took primary carriage of the process (Second Report of the Interim Receiver, Mar. 3, 2026, paras. 35–39, 58). The price was a formula: cash for every claim ranking ahead of the purchaser's, including the town's tax arrears, plus the receiver's charge and a $100,000 administration wind-down amount, and a credit bid for BTG's debt and its interim financing. The purchaser would assume the municipal tax arrears, then estimated at approximately $765,772.57, with no adjustment to the price (Third Report of the Interim Receiver, Mar. 9, 2026, App. A, pp. 26, 30, 33–34).

On March 5 Justice MacDonald heard the motion and, as the Third Report records them, identified four concerns: whether the timeline allowed meaningful market participation, whether the break fee and expense reimbursement together were excessive, what would happen if the stalking horse walked away, and who the bidder was and whether it could close. The draft had allowed about 13 days to a March 23 letter-of-intent deadline. The Third Report, filed for the March 9 return, moved it to April 7 and acknowledged that the agreement required neither a deposit from the stalking horse nor a reverse break fee. Citing a 4.1% average across 31 Canadian deals of $1 million to $10 million, it recommended cutting the break fee from 5% to 4% and the expense reimbursement from $200,000 to $100,000 (Third Report of the Interim Receiver, Mar. 9, 2026, pp. 3–4, 7–11).