The 1850s saw the rapid development of the agricultural belt formerly referred to as "the "Queen's Bush", and the creation of Grey and Bruce Counties. In terms of the railway grid at that time, this vast area was bounded to the east by the 1853 Ontario, Simcoe & Huron Union Railroad (OSHU RR); to the south by the 1856 Grand Trunk Railway's line through Guelph and Berlin (now Kitchener); and to the west by the 1859 Buffalo, Brantford & Goderich Railway through Stratford to Goderich in Huron County.

The result was pressure from the newly-formed Grey and Bruce Counties for the railway service that was going to be necessary for the furtherance of their prosperity. From Orangeville to the south in what was later to become Dufferin County, and between there and the established ports at Kincardine and Owen Sound there was a vast grid of Concessions with emerging hamlets and villages dotted about the landscape that were relying for the movement of goods and people on such primitive roads that had been established. Agitation for a better option came to a head, and in 1864 the Northern Railway of Canada, successor to the OSHU RR, was approached for a branchline from Angus to Grey County's market town and livestock exchange centre of Durham.

The Northern however had suffered real growing pains from its inception as the OSHU from 1853 to 1859, and its saviour and managing director Frederic Cumberland was leery of branch lines that had the potential to sap his railway's financial revitalization. So when Cumberland, still well ensconced in his containment policy, refused on the ground that there would be insufficient traffic, he was roundly abused in the press and in the legislature. 

There the matter rested, except that this altercation underscored not only the need for railway competition, but also drew attention to the developing opportunities for connections to Lake Huron. Relief was at hand for the northwest with the incorporation of the Toronto, Grey & Bruce Railway in 1868 and its completion to Owen Sound in 1873. With the threat of real competition at hand, the Northern relented and made an effort with its North Grey Railway, but it was "too little - too late". Grey and Bruce's clamour for inclusion in the prosperity of the emerging railway world was answered almost simultaneously and in rapid succession by the Toronto, Grey & Bruce, the Wellington, Grey & Bruce, the Port Dover & Lake Huron, Stratford & Lake Huron, and the Georgian Bay & Wellington Railways.