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Independent Special Situations Principal

NorthHelm Advisory steps in as the named accountable principal in complex Canadian corporate situations. Doug Bailey, CPA, is appointed when a board, lender group, shareholder, or counsel needs one accountable principal in the seat to discharge governance and executive functions.

Sole Director. Interim CEO. Interim CFO. Board Advisor. Or another principal capacity.

When to Call

The questions that arise for a board, lender group, shareholder, or counsel:

  • Who do I call to step into the role? Sole director, sole officer, interim CEO, or interim CFO, where the situation requires a named Canadian-resident principal with the credentials and indemnification posture to actually take the seat.

  • Who do I call when the structure is complex? Capital stack recapitalizations, plan-of-arrangement executions, cross-border transactions, or bespoke debt and equity deployments, where the corporation needs a principal to make judgment calls alongside counsel and other advisors and carry the mandate through.

  • Who do I call for restructuring or interim management? Pre-filing workouts, CCAA, receivership coordination, or comprehensive recapitalizations, either as principal inside the company or alongside a Monitor or Licensed Insolvency Trustee.

  • Who do I call for trusted oversight? Board leadership, independent committee work, or governance on sensitive corporate situations, where the client and its advisors need someone reliable to run the mandate without surprises.

  • Who do I call when the seat carries exposure? Sanctions-adjacent wind-downs, court-supervised executive roles, or public-company officer positions with active creditor or shareholder dynamics, where the corporation needs a principal already comfortable operating under personal exposure.

A single corporate situation may trigger one of these questions or several. When at least one is live, the corporation needs a principal with the authority, judgment, and risk tolerance to address it.

Working with Counsel, Lenders, and Other Advisors

NorthHelm operates as a single accountable principal inside the familiar Canadian professional ecosystem of corporate and securities counsel, Licensed Insolvency Trustees, lenders, auditors, and capital markets intermediaries.

Clear authority. Engagements are structured with written scope, reporting cadence, and termination mechanics.

Alongside counsel and Monitors. Where a formal insolvency process is necessary, NorthHelm works alongside counsel and the appointed LIT while remaining responsible for execution inside the company or vehicle.

A defined end-state. The mandate passes back to a permanent CEO, CFO, director, or the LIT on completion.

Why This Is Credible

Calgary-based CPA with 25 plus years of public-company CEO, CFO, and board experience. Six public and private board appointments across Canadian issuers. Repeatedly appointed where capital structure, governance, and transaction execution intersect, a skill set applicable across commercial sectors wherever these dynamics arise. Over $1 billion raised across equity, debt, private credit, grants, and project finance.

Restructuring and special situations. Recapitalizations, spin-outs, debt-for-equity settlements, formal CCAA proceedings, SISP processes, and orderly wind-downs.

Capital markets. TSX-V listings, CPC Qualifying Transactions, bought deals, private placements, rights offerings, flow-through offerings, concurrent financings, and syndicated credit facilities.

M&A and strategy. Reverse takeovers, plans of arrangement, strategic acquisitions and dispositions, normal course issuer bids, dividend programs, and cross-border public company transactions.

Selected Recent and Relevant Matters

Falcon Oil and Gas Ltd. / Tamboran Resources Corporation (NYSE: TBN) (2026, active)

Canadian-resident Sole Director, Sole Officer, and Sole Shareholder via golden share

Appointed into Falcon's residual BC parent shell following a C$239 million plan of arrangement involving cross-border and sanctions-sensitive architecture. Counsel: Torys LLP.

Southern Energy Corp. (TSX-V: SOU) (2025 to 2026)

Management Advisor

Complex cross-border refinancing of a TSX-V listed Canadian issuer with US operating assets. US$23.5 million closed February 12, 2026.

Razor Energy Corp. (TSX-V: RZE) (August 2016 to December 2024)

Co-Founder, President, CEO, and Director

Listed via CPC Qualifying Transaction on TSXV Tier 2; graduated to Tier 1 June 2017. Led acquisition, financing, and integration of a multi-asset Alberta producer with approximately $32.2 million of public equity raised and a senior secured AIMCo term loan scaled to $63.9 million. Executed a June 2023 recapitalization that eliminated $63.9 million of senior debt through transfer of FutEra Power equity to AIMCo, combined with an $8 million rights offering. Subsequently led the company through formal CCAA proceedings initiated January 2024, culminating in a court-approved SISP transaction with Texcal Energy Canada that closed December 2024. Counsel, Monitor, and stakeholder coordination throughout.

Striker Exploration Corp. (TSX-V: SKX) (June 2014 to July 2016)

Co-Founder, President, CEO, and Director

Recapitalized Elkwater Resources during the 2014 to 2015 oil price collapse through a $25 million non-brokered private placement and concurrent rights offering. Scaled through approximately $131 million of equity raised and $127.4 million of M&A deployed, including a $105 million bought deal co-led by Desjardins, TD Securities, and FirstEnergy with fully exercised over-allotment. Production scaled from approximately 170 to over 2,000 boe/d. Exited through a premium all-share plan of arrangement with Gear Energy in July 2016.

FutEra Power Corp. (2019 to 2024)

Co-Founder and Director

Governed Canada's first 21 megawatt hybrid geothermal and natural gas power facility with approximately $50 million of project financing. First-of-a-kind transaction structuring.

Hyperion Exploration Corp. (TSX-V: HYX) (July 2010 to December 2013)

Co-Founder and Chief Financial Officer

Led the Triple 8 Energy recapitalization, reorganization, 1:20 share consolidation, and rebranding to Hyperion. Raised approximately $76.6 million of equity across private placement and two bought deals with fully exercised over-allotments. Deployed approximately $60.6 million across four Cardium-focused acquisitions, scaling production from zero to 1,500 boe/d. Established IFRS reporting and internal controls frameworks.

Canadian Phoenix Resources Corp. (TSX-V: CXP) (2008 to 2009)

Chief Financial Officer

Led a three-transaction 2008 corporate reorganization: the $58.5 million Marble Point Energy control acquisition, the Serrano Energy transaction for approximately 50.1% ownership, and the $14.25 million Blue Parrot asset acquisition. The Marble Point and Serrano positions were subsequently monetized through the Teine Energy amalgamation and Baytex Energy plan of arrangement, establishing the cash foundation for Canadian Phoenix's 2012 plan of arrangement with Renegade Petroleum.

Start a confidential conversation

If you are a board member, lender, sponsor, counsel, or owner working through a complex commercial situation, a short initial call is often enough to determine whether NorthHelm is the right fit. No formal materials are required for a first discussion, just enough context on the capital structure, sector, and immediate pressures to decide on next steps.

You can:

  • Email: contact@northhelm.ca, or

  • Use the contact form below to share a brief, high-level description of the situation.

  • NorthHelm Advisory is a Calgary-based independent principal practice led by Doug Bailey, CPA. The practice is engaged when a board, lender group, shareholder, or counsel needs one accountable principal in the seat to discharge governance and executive functions in a complex Canadian corporate situation. Roles include interim CEO, interim CFO, sole director and officer, board advisor, and other principal capacities calibrated to the situation. The practice is grounded in Canadian public-company, restructuring, and special situations work, with application across commercial sectors where governance, capital structure, and transaction execution intersect.

  • Representative roles include director, officer, interim CEO, interim CFO, sole director and officer, wind-down officer, board advisor, and strategic advisor on complex transactions. The specific role depends on what the corporation, board, and counsel need the principal to do. Some mandates require executive authority for the period of the engagement. Others require an independent director or board-level advisor without executive responsibility. Some situations require a single principal to hold concentrated authority as sole director and officer of a residual or surviving entity. The role is structured around the situation, not the other way around.

  • An interim CEO carries full executive authority for the period of the mandate, including operational, financial, and strategic decision-making, and is the named officer to lenders, regulators, and counterparties. A board advisor sits at the board level, providing independent perspective on governance, capital structure, and transaction execution, but does not carry executive authority. Both are common roles for the practice. The right choice depends on whether the corporation needs someone running the company or advising the board through the situation.

  • No. The track record includes substantial Canadian energy and public-company experience, but the underlying skill set is broader. NorthHelm is repeatedly appointed where capital structure, governance, and transaction execution intersect, a skill set applicable across commercial sectors wherever those dynamics arise. Where deep technical expertise in a specific sector is required, the practice operates alongside that expertise rather than substituting for it.

  • Traditional advisory firms produce reports, plans, and recommendations from outside the company. NorthHelm takes the seat. Engagements involve named principal roles with statutory authority, reporting accountability, and personal exposure under contractual indemnification. The mandate ends when the seat is handed back to permanent leadership or the entity is dissolved. NorthHelm operates inside the familiar Canadian professional ecosystem of corporate and securities counsel, Licensed Insolvency Trustees, lenders, auditors, and capital markets intermediaries, working alongside those advisors rather than substituting for them.

What NorthHelm Does

When to Call

  • NorthHelm is typically engaged when at least one of the following is live: a named Canadian-resident principal is needed to step into a director or officer role; the corporate structure or transaction is sufficiently complex that the principal needs to make judgment calls alongside counsel and other advisors; a restructuring or interim management situation requires single-principal accountability; a board or special committee needs independent oversight on a sensitive matter; or the seat carries personal exposure that requires a principal already comfortable operating with proper indemnification in place.

  • Typical situations include capital stack recapitalizations, plan-of-arrangement executions, cross-border transactions, public-company governance matters, sanctions-adjacent wind-downs, court-supervised executive roles, residual or surviving entities post-transaction that need a Canadian-resident director or officer, interim leadership gaps during complex situations, and engagements where active creditor or shareholder dynamics make the seat unusually sensitive. Many mandates involve more than one of these elements at once. The common thread is that the corporation needs an accountable principal with the credentials, judgment, and risk tolerance to address the situation directly rather than from outside it.

  • Yes. The practice is not limited to financial distress. NorthHelm is structured around situations where governance, capital structure, and transaction execution intersect, which includes board leadership, independent committee work, sensitive governance mandates, and strategic transaction support where the company is fully solvent. Recent and historical matters include board advisor roles on cross-border refinancings, founder and director roles on first-of-a-kind project finance transactions, and sole director appointments into post-arrangement residual entities. Distress is one trigger among several, not a precondition for engagement.

  • Yes. The practice covers pre-filing workouts, comprehensive recapitalizations, and interim management mandates well before a formal process becomes necessary. NorthHelm can also continue through a CCAA, receivership, or NOI process where the company still needs an accountable principal inside the business, working alongside counsel and the appointed Licensed Insolvency Trustee. The earlier the engagement begins relative to a covenant breach, maturity, or other inflection point, the broader the range of available options for the board, lenders, and shareholders.

How Engagements Work

  • The first phase establishes the facts and imposes a cadence. Specific activities depend on the role and situation, but typically include reviewing capital structure and governance documents, mapping stakeholders and their priorities, building or rebuilding lender-grade reporting, taking control of external communications, and identifying the realistic options available. By the end of this phase, the board, lenders, and counsel have a concise assessment and a recommended path. Where the role is interim CEO or sole director, NorthHelm assumes statutory authority on day one; the diagnostic and execution phases run in parallel rather than sequentially.

  • Engagement duration is calibrated to the mandate. Active interim executive roles typically run several months to over a year. Sole director or sole officer roles in residual entities post-transaction can extend materially longer, sometimes 18 to 36 months depending on wind-down complexity. Board advisor roles are typically open-ended within a defined annual scope. All engagements are structured with a defined end-state and termination mechanics so the mandate ends when the situation is resolved. The mandate then passes back to a permanent CEO, CFO, director, or where applicable the Licensed Insolvency Trustee.

  • A short initial call is usually enough to determine whether the practice is a fit. No formal materials are required for a first discussion. Email contact@northhelm.ca with a brief description of the situation, including the capital structure, the immediate pressures, and the role being considered. Subject to a clean conflicts check and agreed scope, NorthHelm can typically execute an engagement letter and be active within a small number of days. Public-company officer roles and mandates involving unusual exposure require indemnification proportionate to the role.