Who is buying the business, and does anyone object

The buyer is 1001632600 Ontario Inc. ("100 Ontario") — an entity controlled by the Applicants' own Principals — and the original sale was objected to by BDC Capital Inc., but the re-run process ended with no one opposing.

• Per the Monitor's Fifth Report (Aug 21, 2026), 100 Ontario is "an entity controlled by the Principals" of the Applicants, making it a related-party purchase 1. The Monitor's Second Report likewise notes the Purchaser was formed by the Principals and is related to the Company 2.

The objection history:

• BDC Capital Inc., the subordinate secured creditor, opposed the Initial Sale Transaction at the June 22, 2026 hearing, arguing the business should go through a further court-supervised sale process before approval of a non-arm's-length deal 1. Justice Myers declined to approve it on June 24, 2026, criticizing the "quick flip" and the fact BDC was given only a couple of hours' notice and no chance to participate 31.
• Shopley Inc. (related to former Ackroo owner Steve Levely) submitted a non-binding LOI during the June hearing, but the Monitor found it conditional, unsupported by committed financing, not supported by Sandton, and not an executable alternative 12.
• After the court-directed SISP run by the Monitor, 100 Ontario's proposal was selected as providing the greatest overall recovery and recommended to the court 4. Justice Dunphy approved the APA on August 27, 2026, finding the process thorough and noting that "none of the stakeholders has appeared to oppose the transaction," and that the related-party nature satisfied s. 36(3) and 36(4) of the CCAA 4.

In short: the principals' own vehicle won the re-run process, BDC's earlier opposition was overtaken by the court-approved SISP, and final approval came without opposition.

Justice Myers dismissed the sale-approval motion on June 24, 2026 because the debtor failed its burden under the CCAA's related-party sale provisions — the process behind the deal wasn't fair, and the deal wasn't shown to be the best available. Per the Endorsement of Justice Myers, June 24, 2026 1, the core grounds were:

A flawed process (s. 36(1) of the CCAA)

• The deal was a "quick flip" prepack to a new company owned by the debtor's own principals — a non-arm's-length sale requiring special scrutiny, with little process or time to test its propriety 1.
• There was "no fair process into which all proposed bidders were equally treated with transparent terms and outcomes." The deal between Sandton and management was "a black box," with no effort to invite arm's-length buyers to compete against management once Sandton held the senior debt 1.
• The pre-filing Canaccord process couldn't rescue this: it was cut off before any binding offers were received, without verifiable explanation, and was aimed mainly at getting the banks out — Sandton was treated differently from other bidders 1.
• The economics had changed: Sandton bought the $92 million senior debt for $41 million (less than 50 cents on the dollar) and agreed to discounts of $35 million to the debtor and $30 million to management. No one else got a chance to bid against those new economics 1.

No proof of superior consideration (s. 36(4))

• Because no process existed, the debtor couldn't prove its consideration was superior to any other offer 1.
• BDC was assembling a transaction of up to $115 million but was prevented from formulating an offer — which Myers called "the opposite of the requisite approach" — and it had known of the process only since the June 5 surprise, while Sandton had negotiated from January 26 to May 8 1.

Prepack defects

• There was none of the "open frankness, near unanimity, or transparency" prepack case law requires 1. BDC got only a couple of hours' informal notice on June 5 and no opportunity to participate 1.

Substantive doubts about the deal itself

• The sale had no cash proceeds: the $60 million price was to be funded by new Sandton debt against the purchaser, leaving the debtor stranded with $32+ million of bank debt, BDC's $12 million, $7.7 million unsecured — and no cash 1.
• The cash-flow story flipped: a May 22, 2026 forecast showed funding into August, yet two weeks later the debtor claimed imminent insolvency 1.
• No evidence showed how the purchaser would operate with an empty till — including how it would satisfy The Bank of Nova Scotia, which was demanding up to $5 million in security to keep services running after June 30, 2026 1.

Myers therefore dismissed the motion 1 and extended the stay only to June 30, 2026 1. His July 10, 2026 endorsement then confirmed a court-supervised sales process was required because of "the prior unsuccessful effort by the debtor to approve a quick flip to its management," noting management was likely to bid in the new process 2.