National Traffic Safety: a purchase price in seven parts

National Traffic Safety Management Inc. provides the traffic management that keeps construction and infrastructure workers safe on job sites across Ontario, and an asset purchase agreement dated October 2, 2026 would sell that business at a price written as a sum. The company's sole officer and director, Antonio Bruno, lists the seven parts in the affidavit he swore that day: all amounts owing to Oxygen Working Capital Corp. on its term loan at closing; all amounts owing to the Canada Revenue Agency for source deductions; all amounts owing to CRA for HST incurred since the April 24, 2026 filing date; the pre-filing employee claims, as the agreement defines them; all amounts owing under the collective agreement since that date; the amount payable to Emkay Canada Leasing Corp. to buy out the vehicles it leases to the company; and the amounts owing at closing to the proposal trustee and to the company's lawyers, Chaitons LLP, "plus the amount payable to the Proposal Trustee in order to finalize the Company's insolvency and bankruptcy proceedings," per the Affidavit of Antonio Bruno, sworn Oct. 2, 2026, paras. 3, 17(c), and Ex. "A", para. 4.

The buyer is A2 Environmental Group Inc., "my company," as Mr. Bruno calls it. Under a commitment letter dated September 4, he deposes, COR Financial Corp. has agreed to advance $2.1 million to A2 to finance the purchase, and the agreement's terms "have been settled with the Proposal Trustee," TDB Restructuring Limited, per the Affidavit of Antonio Bruno, sworn Oct. 2, 2026, paras. 7, 13, 15–16. When this case was reported here on September 14, A2 was expected to be the stalking horse in a sale process to be run by the trustee. On October 5 the company asks for nine more days to file a proposal and, subject to the court's availability, for a motion on October 13 to approve the sale, per the Notice of Motion, Oct. 2, 2026, relief sought, para. 1(b)–(c).

Three weeks, and the unions' remittances

On September 14 the company had come to court asking for an extension to October 26. LIUNA Local 837 filed materials opposing it, saying it would support a one-week extension so that it could have further discussions with the company to resolve its concerns; LIUNA Locals 183 and 506 filed nothing, but their counsel made brief oral submissions in support of Local 837. At the hearing the company's counsel asked for three weeks instead, and Justice Steele granted them. Counsel advised that the parties had arranged to meet that day but had postponed the meeting because they wanted counsel to attend; the endorsement adds that the company's counsel was unavailable that week, per the Endorsement of Steele J., Sept. 14, 2026, paras. 1, 3–5, 7. The signed order extends the time to file a proposal to and including October 5, per the Order of Steele J., Sept. 14, 2026, para. 1.

The unions' concern, in the endorsement's words, was that the company "has not been paying some of their post-filing employee obligations, including certain dues owing to the unions for, among other things, employee pensions and benefits," per the Endorsement of Steele J., Sept. 14, 2026, para. 10. The company and Local 837 had entered into minutes of settlement on July 29, under which, Mr. Bruno deposed at the time, the company would pay the remaining May and June remittances on a weekly schedule and "will continue to satisfy its post-filing remittance obligations as they become due," per the Affidavit of Antonio Bruno, sworn July 29, 2026, paras. 29–30. The endorsement records that the company "failed to make the required remittance of approximately $97,000 on or about August 15, 2026 in respect of the month of July," and that August's, expected to be about the same, was due the next day. More would accrue over the two extra weeks the company wanted, but the next due date after that was October 15, and Justice Steele was not satisfied that this amounted to material prejudice, "particularly because the additional time will hopefully result in the approval of a stalking horse bid and sales process, to the benefit of the stakeholders including the employees," per the Endorsement of Steele J., Sept. 14, 2026, para. 10.

Local 837 also raised the concern that the commitment letter allocated no money to its debt. Company counsel answered that the letter's $438,316 "working capital" entry was "intended to cover, among other things, the obligations to the unions." Justice Steele noted, as counsel had, that any viable proposal would need to address the employee obligations and the unpaid tax remittances, among other things. The endorsement records the plan as it then stood: at the return, the company expected to bring "a motion for an order approving a sale process for the sale of its business, which will likely include a stalking horse bid." On that record the judge was satisfied that the company was acting in good faith and with due diligence, and that it was likely to be in a position to move forward with the sale process if the short extension was granted, per the Endorsement of Steele J., Sept. 14, 2026, paras. 9, 11–12.

The agreement

Neither the body of Mr. Bruno's October 2 affidavit, the notice of motion, nor the factum filed on October 3 mentions a sale process or a stalking horse bid; the words appear only in two September documents attached to the affidavit as exhibits, his September 10 affidavit and the COR commitment letter. The motion the company asks the court to schedule for October 13 would approve the transaction with A2 and extend the time to file a proposal "in order to complete the transaction," per the Notice of Motion, Oct. 2, 2026, relief sought, para. 1(c).