“How Family Land, Lender Deals, and Intercompany Transfers Became the Battleground for Unpaid Investors”
VANCOUVER, British Columbia — Investors and former business partners connected to companies led by British Columbia entrepreneur Dwayne Wallace Stewart are escalating their call for documentary proof regarding how family land, intercompany loans, and lender-driven restructurings influenced who got paid, who did not, and why.
Part Two of this public inquiry focuses on the Kinloch farm properties, repeated foreclosure pressures, and a series of financing decisions that, according to counterparties, left awards, promissory notes, and supplier invoices competing with insider obligations and related entities. Stewart has not been found liable in the pending civil action. He and his counsel are entitled to contest every allegation. Nothing in this release should be read as a finding of fact by a court. It is a request for answers on the record, with specifics, and with proof.
Part 2: Family land, lender priorities, and the cashflow decisions that followed
The Kinloch acreage in Abbotsford is the emotional center of this story. It is also, creditors say, the key to understanding the financial center. The farm has been described as a legacy asset and a working platform for hops, hemp, and consumer wellness ambitions. Over the past decade, however, the same land cycled through mortgages, workouts, postponements, and foreclosure calendars.
Each cycle mattered because each set the table for choices about cash that reached far beyond Cole Road. When lenders with senior security took the first slice, everyone else waited. As waiting turned into re-papered promises, awards, and unsecured investors discovered that family land and family-linked entities could more reliably decide the order of payment than contracts and marketing plans.
Why family collateral still matters today
Creditors do not object to families rallying around a farm. They object when the rally diverts funds from awards and third-party obligations while affiliates advance, receive, or warehouse value. The question is not whether mortgages were paid or whether landlords deserved rent. The question is whether, while those obligations were serviced, arbitral awards, promissory notes, and vendor bills were left to age while insiders and affiliated companies were made whole. Investors are asking for a timeline of farm-related payments and security interests, as well as a timeline of award payments and the return of investor principal. Without that reconciliation, assurances about good faith cannot be tested.
The timeline investors want to see
Throughout 2015 to 2024, Kinloch-linked properties were at various times under foreclosure pressure or active lending transitions. In parallel, BC Hop Company and later Kinloch Wellness and Flow Scientific were promoted as growing platforms with awards, press coverage, and product launches. The two narratives can coexist.
Creditors need a merged timeline that aligns land financing, lender covenants, and intercompany transfers with the dates when awards were due, supplier invoices matured, and investor notes became payable. If bank payments and landlord transfers were current while awards and unsecured creditor amounts went unpaid, that is a governance decision.
If related parties received lease payments, vehicles, or expense coverage while judgment creditors waited, it is also a governance decision. The public is asking to see those decisions, documented, explained, and reconciled.
How lender covenants shape every other choice
When a senior lender is owed millions, the operating company’s room to maneuver narrows. Executives can rationalize that paying the bank avoids liquidation and protects jobs. That may be true. It can also rationalize a world in which the only payments that reliably clear are those required by a debenture and security agreement.
In that world, outside creditors and investors should at least be told the truth. If a postponement agreement means that unsecured creditors and minority investors cannot be paid until the bank is taken out in full, say so. If derivative claims risk breaching covenants and precipitating enforcement, say so, and show the relevant covenants. If tolling agreements, share swaps, or omnibus settlements were negotiated to buy time with secured creditors, publish the documents so everyone understands who stands where and why.
Intercompany movements are not misconduct by default
No one is claiming that every transfer among BC Hop, Valley Hops, Kinloch, Flow Scientific, or family-linked entities is inherently improper. There are lawful reasons for internal loans, inventory releases, and cost sharebacks.
The friction arises when those internal flows coexist with unpaid awards and late vendor payments. In that setting, every dollar that travels between related entities attracts scrutiny about pricing, approvals, and timing. Creditors want the actual intercompany agreements, board minutes authorizing related-party deals, and an aged ledger that traces how balances were created and retired. Without that paper, related-party assurances remain assertions.
The farm has an operating stage and a legal stage.
Public-facing video, tourism, and brand storytelling positioned Kinloch as a thriving agricultural hub. Court lists and registry records, by contrast, show a place where cashflow triage was routine. That is not a moral failing. It is a risk disclosure.
If a business is running on lender tolerance, family collateral, and bridge funds from insiders, it must disclose these facts when raising money or making delivery promises. Downstream investors are not banks. They are entitled to see whether the land that lends credibility to a brand is also the land that absorbed the lion’s share of available cash.
The parallel narratives are now tightening around each other
Two lines of argument define the present conflict. Investors and award creditors argue that a pattern of delay, re-papering, and intercompany shifting prioritized insiders and secured lenders while leaving outsiders to pursue enforcement.
Stewart’s camp counters that every challenged payment was part of legitimate operations or compensation, that transfers to affiliates were overseen by executives, and that a derivative lawsuit would harm the company by triggering lender defaults and enriching only a secured party ahead of everyone else. Both cannot be true at the same time in all instances. The way to decide is not through slogans. It is through a ledger and the documents that support it.
What Part One changed, and what Part Two seeks
Part One set out the unpaid award theme as a lens. Part Two requests the farm-and-finance ledger because secured debt and family collateral often explain why unpaid awards remain unpaid.
If the companies can demonstrate that binding covenants constrained cashflow choices, and that those choices were disclosed to investors at the time, that would change the narrative. If not, the narrative hardens into the picture opponents paint: that awards and unsecured obligations were subordinated by choice while marketing cycles continued elsewhere in the corporate web.
Specific disclosures requested, with dates and attachments
Publish a comprehensive schedule of all mortgages, secured lines, and guarantees tied to the Kinloch properties from 2015 to present. Include counterparties, principal amounts, interest terms, maturity, standstill or forbearance periods, and any transfer of beneficial ownership.
Publish a lender covenant summary and any postponement agreements that directly affected the ability to make payments to unsecured creditors or minority investors. Redact account numbers, not clauses.
Produce a rent and lease ledger for all landlord entities connected to the Stewart family. Show base rent, additional rent, arrears, catchups, and any leasehold improvements reimbursed, with dates and payment method.
Release the intercompany agreements among BC Hop, Valley Hops, Kinloch, Flow Scientific, and any other affiliate that provided or received services, cash, or inventory. Include pricing, repayment terms, and approvals.
Disclose any hypothecations or pledges over shares or intellectual property used to secure lender advances. State whether those assets now stand behind any investor or award creditor claims.
Publish an aged payables report, unconsolidated by entity and consolidated across the group, showing amounts by 30, 60, 90, and 120 plus days, and a separate schedule listing all arbitral awards and judgments with status and proof of payment or structured settlement terms.
Provide board minutes or written resolutions approving material related-party transactions since 2018, including the rationale, abstentions, and any valuation work.
Release a summary of all government grants, credit supports, and program funding received since 2018, and explain how those funds were allocated among entities and priorities.
The fairness test for family involvement
There is a humane line that any founder can choose to draw. It is fair to protect an elderly parent from the financial consequences of a business pivot. It is not fair to use family-linked vehicles to receive rent on time while awards sit in enforcement, and it is not fair to place senior secured obligations ahead of unsecured outsiders without clearly disclosing that hierarchy when the money was raised.
If family members were named as guarantors or directors, did they receive independent legal advice and a full conflict-of-interest briefing? If not, provide a plan to unwind those exposures, indemnify family members, and ringfence future operations from family guarantees.
The governance test for intercompany life
A group of related companies is not a crime scene. It is a governance problem to be managed with paper. Arm’s length pricing, approval by independent directors, PPSA lien clarity, and quarterly disclosure of related-party balances are standard cures.
If the group has those controls and can publish them, do so now. If not, adopt them now and apply them retroactively to the transactions at issue, so creditors can see whether the pricing and timing would have survived a third-party review.
Why the award cycle keeps returning
One reason unpaid awards play such a significant role in this conversation is that they possess the virtue of specificity. It is a binary test. Either the amount was paid, with a wire record and a satisfaction filing, or it was not. The longer an award remains unpaid, the more oxygen the narrative receives that operations and marketing are being financed with the involuntary credit of counterparties. The farm, the lenders, the intercompany accounts, and the awards all exist in the same timeline. A single public schedule that ties everything together would do more to rebut critics than a year of social media.
What would change this story in the next seven days
Escrow a fixed percentage of incoming receipts from bulk and wholesale sales until all awards and judgment amounts are paid, and publish the escrow account details with a quarterly attestation by an independent accountant.
Publish the intercompany stack with approvals and cash movements for the most contested periods, including who signed, who abstained, and what pricing benchmarks were used.
Release a lender covenant letter that explains, in plain language, what can and cannot be paid, to whom, and when, until the secured balance is reduced to a specified threshold.
Commit to a one-page monthly payments dashboard that shows cash applied to awards, judgments, and unsecured investor principal alongside insider and related party payments, with cumulative totals.
Three case studies, creditors say, remain unresolved
Farm rent versus awards. If landlord entities linked to the family received rent during periods when awards or judgments remained unpaid, publish the comparative timeline. If rent was in arrears too, publish how the arrears were cleared and when.
Intercompany repayments versus unsecured notes. If one affiliate repaid another or cleared a large balance during periods of investor defaults, show the approvals and the business rationale. If the payment was for legitimate past services or inventory, include the invoices and receiving reports.
IP and brand value. If the consumer-facing brand and formulations sit in an entity outside the original investor’s security, explain how the value of that IP is being used to pay awards and repay investor principal, or why it is not.
What defenders continue to argue, and why that argument needs paper
The defense position is consistent. Payments to affiliates were for services or rent. Vehicle and phone expenses were part of compensation. Loans to consumer brands were working capital. A CFO, president, and COO approved transfers.
Proposed litigation would breach covenants and help only a secured creditor, not minority stakeholders. There is a direct way to vindicate that position. Publish the approvals, the invoices, the leases, the repayments, the expense policies, and the lender covenant excerpts that show why choices were not possible. If the documents reflect what defense counsel claims, this is the moment to put them in the public record.
Questions on the record, requested with documentary exhibits
Have any family-linked landlord companies or family members received rent, reimbursements, or leasehold improvement payments during the same periods in which arbitral awards or court judgments against Stewart-linked companies remained unpaid? Identify the landlord entity, invoice dates, payment dates, and attach bank proofs.
Were any Kinloch or BC Hop payments to related parties or affiliates approved by directors who had a material interest in the transaction? Provide minutes, note any abstentions, summarize fairness considerations, and attach the signed resolutions.
Do any current lender covenants or postponement agreements prohibit payment to unsecured award creditors or minority investors until the senior balance is reduced? Produce the relevant clauses and an executive summary.
What are the exact current balances of intercompany loans among BC Hop, Valley Hops, Flow Scientific, and Kinloch? Provide an aged schedule by counterparty, showing opening balance, additions, reductions, and closing balance for each of the last four fiscal years.
Have any IP assets, trademarks, formulations, or packaging designs been pledged as security since 2021? If so, to whom, on what date, and for what value. Provide the security agreement and any related PPSA filings.
Did any entity sell or transfer inventory that had been relied upon to meet obligations to investors or award creditors while leaving those obligations unpaid? Identify the lots, counterparties, prices, and approvals, and reconcile the proceeds against outstanding obligations.
Will the companies agree to an independent escrow for a fixed percentage of all receipts from bulk, wholesale, and brand licensing revenues until awards and principal investor amounts are satisfied? If not, explain why, and present a different mechanism with equal or greater protection.
Right of reply and publication commitment
As in Part One, Stewart, his family members, and all corporate entities named in the pending legal proceedings are invited to provide a written response, with exhibits, within seven calendar days. Complete responses will be published verbatim alongside this release.
If additional time is needed to gather documents, say so and provide an interim schedule of what will be produced and when. Silence will be treated as a decision to let the existing public record speak for itself.
What Part Three will cover next
Part Three will map the corporate affiliations and brand assets across the Stewart orbit, identifying directors, share classes, security interests, and recent transfers where public documents exist. That mapping will not assume misconduct.
It will lay out who owns what and where value likely resides, so investors, award creditors, and the community can evaluate whether a path to complete payment is realistic. If the companies wish to shape that mapping with their own documents, this is the best time to do it.
Media and creditor contact
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