Ontario · CCAA
Reply Affidavit of Adam Zalev dated June 21, 2026
Affidavit · 21 June 2026
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What we verified from this filing4 verified
- financial positionnote: Applicants state they have no material tangible assets (mainly intangibles/goodwill of $34,082,000); affiant states net realizable value of assets may be, and in light of Pre-Filing Process bids is 'virtually certain' to be, less than book value. Liabilities breakdown (exact table) appears on the following page and includes Senior Credit Facilities book value of $91,296,000 and BDC Loan book value of $11,638,000. · page: 44 · as at: 2026-04-30 · basis: consolidated unaudited balance sheet (Exhibit E); book values · scope: consolidated - Paystone Holdings Inc., Paystone Inc., Atom Growth Inc., and Atom Growth (USA), Inc. · currency: CAD · total assets: 50628000 · total liabilities: 117937000
- secured creditorsnote: Subordinate secured creditor; subordinated to Sandton Secured Indebtedness pursuant to Priority Agreement dated Feb 29, 2024. BDC delivered a demand letter and BIA s.244 Notice of Intention to Enforce Security on Feb 19, 2026; enforcement halted by a standstill notice from the Agent (current standstill period expires June 20, 2026). Prose in the affidavit states principal owing of 'approximately $11.8 million (including accrued interest)' as of the date hereof (June 5, 2026) - the balance sheet figure of $11,638,000 as at April 30, 2026 is used here as the exact dated balance. Original aggregate principal advanced under the BDC Financing Agreement (Jan 29, 2024) was $10,000,000. Personal guarantees exist from the Principals (individuals not named in these excerpts). · page: 45 · as of: 2026-04-30 · amount: 11638000 · debtor: Paystone Inc. · creditor: BDC Capital Inc. · currency: CAD · security: General security agreements executed by Paystone, Paystone Holdings and Atom Growth Canada; unlimited guarantees from Paystone Holdings and Atom Growth Canada; joint and several personal guarantees by the Principals, aggregate maximum principal amount of $1,000,000
- secured creditorsnote: Senior secured creditor; acquired the Syndicate's (National Bank of Canada-led) rights, title and interest under the Senior Credit Facilities and related security via Loan Purchase Transaction that closed May 12, 2026 (Syndicate took discount of more than half of ~$92M then owing). Figure of $92,375,000 is stated 'exclusive of interest, fees and other costs' as of the Sandton Forbearance Agreement execution date. Consolidated unaudited balance sheet as at April 30, 2026 shows Senior Credit Facilities book value of $91,296,000. Personal guarantees exist from the Principals (individuals not named in these excerpts). Post-closing of contemplated Sale Transaction, principal is to be permanently reduced to $60 million under a New Credit Agreement (not yet effective/pre-filing). · page: 50 · as of: 2026-05-08 · amount: 92375000 · debtor: Paystone Inc. (borrower); guaranteed by Paystone Holdings Inc., Atom Growth Inc., Atom Growth (USA), Inc. · creditor: Sandton Investments X (Luxembourg) S.à r.l. · currency: CAD · security: Unlimited guarantees from Paystone Holdings, Atom Growth Canada and Atom Growth USA; general security and pledge agreements executed by Paystone, Atom Growth Canada and Atom Growth USA; securities pledge agreement and general security agreement executed by Paystone Holdings; deed of hypothec on moveable property granted by Paystone; intellectual property security agreements and insurance assignments; personal guarantees from the Principals capped at $500,000
- secured creditorsnote: BNS is Paystone's billing provider/bank; amount reflects restricted cash collateral pledged ($250,000), not a stated outstanding loan balance. (Separately, per the Monitor's Second Report referenced elsewhere in the affidavit, BNS was expected to demand additional cash collateral of at least $5 million from July 2, 2026 onward - a forecast, post-filing requirement, not included here.) · page: 53 · as of: 2026-06-05 · amount: 250000 · debtor: Paystone Inc. · creditor: The Bank of Nova Scotia · currency: CAD · security: Cash collateral pledged by Paystone to secure any outstanding indebtedness owing to BNS