Waterloo Innovation Network: the reverse vesting order, as signed

On October 30, 2026, Justice W.D. Black approved the subscription agreement of September 16 between The Fuller Landau Group Inc., as receiver, and Hyperion Compute Corp., and authorized and directed the receiver to complete the transactions in it, per the Approval and Reverse Vesting Order, Oct. 30, 2026, paras. 3–4. The vesting happens when the receiver delivers its closing certificate to Hyperion. At that moment Waterloo Innovation Network 2 Inc. (WIN2), the owner of 176 Columbia Street West in Waterloo, issues new shares to Hyperion; every equity interest outstanding before the issue "shall be deemed terminated and cancelled without consideration"; the assets and contracts the deal excludes vest in ResidualCo, a corporation still to be incorporated; and the excluded liabilities are "channeled to, assumed by and vest absolutely and exclusively in ResidualCo." WIN2 keeps the rest of its property, the building included, free of claims and encumbrances other than those the order permits, per the Approval and Reverse Vesting Order, Oct. 30, 2026, p. 2 and para. 6(a)–(c), (e)–(f). Subject to payment of the purchase price, "all Claims and Encumbrances released, expunged and discharged pursuant to this Order, including as against the Debtor and Retained Assets, shall attach to ResidualCo and the Excluded Assets, in each case, with the same nature and priority as they had immediately prior to the Transaction, as if the Transaction had not occurred," per the Approval and Reverse Vesting Order, Oct. 30, 2026, para. 9. The unredacted agreement, and with it the price, stays sealed until the transaction is completed or the court orders otherwise, per the Administrative Order, Oct. 30, 2026, paras. 4(a)(iv), 5.

The motion was heard at 330 University Avenue in Toronto. The order lists what the court read: the receiver's Fifth Report of October 7 and its supplement of October 27; the motion records of the debtors' former chief operating officer and of Waterloo Innovation Network PM Inc. (WIN PM), the property-management company of which the former COO is president, sole director and sole shareholder, with affidavits sworn October 19, 22 and 28; and the lender's affidavits of October 26 and 27. Counsel for the receiver, the lender, the former COO and WIN PM, and Hyperion made submissions, "no one else on the service list appearing, although duly served," per the Approval and Reverse Vesting Order, Oct. 30, 2026, pp. 2–3, the former COO's affidavit, Oct. 19, 2026, para. 1 and the former COO's second supplementary affidavit, Oct. 28, 2026, para. 6. The former COO and WIN PM had moved, returnable at 10:00 a.m. the same day, to discharge the lender's two charges on the building, delete three notices registered against it, and stay the receivership, including the receiver's approval motion, as reported here on October 29, per their Notice of Motion, Oct. 19, 2026, p. 1 and relief paras. 1–3, 5. No endorsement or reasons from October 30 are in the record, nor is any order on that motion.

The receiver was appointed on February 14, 2025, on the application of Waygar Capital Inc. as agent for Ninepoint Canadian Senior Debt Master Fund LP. A sales process approved on January 19, 2026 produced four bids by its extended deadline of June 1, and the receiver, with the lender's support, chose Hyperion's, per the receiver's Amended Notice of Motion, Oct. 28, 2026, paras. 4, 6, 14, 16, 23. The structure, the receiver said, "will enhance recovery by preserving the value associated with" the power design application it had submitted on WIN2's behalf "and the land transfer tax saving to the Purchaser," per the Amended Notice of Motion, Oct. 28, 2026, paras. 11, 33.

Seven registrations come off title

Among the order's schedules is a list of "Encumbrances to be Expunged" from title to the building. It names seven registrations, each between WIN2 and Waygar Capital Inc.: the $8,000,000 charge registered on September 7, 2018 and a notice of assignment of rents registered the same day; notices registered on August 1, 2019, March 20, 2020 and April 13, 2021; and the $15,000,000 charge registered on June 26, 2023, with a notice of assignment of rents of the same date, per the Approval and Reverse Vesting Order, Oct. 30, 2026, p. 23. The two charges and the three notices are the instruments the former COO and WIN PM had asked the court to discharge and delete from title, per their Notice of Motion, Oct. 19, 2026, relief paras. 1–3. The order provides for the listed encumbrances to be deleted and expunged from title on registration of an application to amend based on it, per the Approval and Reverse Vesting Order, Oct. 30, 2026, para. 13.

The order states its rules for liabilities leaving WIN2 in general terms. The nature of the excluded liabilities, "including, without limitation, their amount and their secured or unsecured status, shall not be affected or altered as a result of their transfer to ResidualCo." A person who had a valid claim against WIN2 in respect of one "will have an equivalent Excluded Liability Claim against ResidualCo," with "the same rights, priority, and entitlement" as the claim had against WIN2, per the Approval and Reverse Vesting Order, Oct. 30, 2026, para. 12(b)–(d). Claims and encumbrances also continue to attach to the excluded assets and contracts and to the cash consideration, "with the same nature and priority as they had immediately prior to the transfer," per the Approval and Reverse Vesting Order, Oct. 30, 2026, para. 6(a). The cash consideration payable on closing is itself among the excluded assets that vest in ResidualCo, the receiver's motion says, per the Amended Notice of Motion, Oct. 28, 2026, para. 25(g).

The guarantee and the debt WIN2 keeps

The purchase price is paid in two ways, the receiver's motion says: the cash consideration, and "an amount equal to the Retained Ninepoint Debt which the Debtor shall retain on the Closing Date and remain liable for following Closing," per the Amended Notice of Motion, Oct. 28, 2026, para. 25(c). In its Fifth Report, and again in its amended notice of motion, the receiver listed the security for that restructured loan: a first-ranking mortgage and assignment of rents over the property, a first-ranking general security agreement over WIN2's assets, insurance assignments, a guarantee from Hyperion, and the existing guarantee of the debtors' principal, the individual who, in Justice Myers' words in February, "indirectly owns the shares" of both debtors, per the Fifth Report of the Receiver, Oct. 7, 2026, para. 62, the Amended Notice of Motion, Oct. 28, 2026, para. 29 and the Endorsement of Justice Myers, Feb. 25, 2026, para. 1. The draft order in the receiver's October 7 motion record would have provided that the lender's guarantees, that personal guarantee among them, "shall remain in full force and effect in accordance with its terms and shall continue to secure and guarantee all obligations covered thereunder, subject to paragraph 16 hereto," per the Draft Approval and Reverse Vesting Order, para. 17 (Tab 3).