National Traffic Safety: the director who would be the bidder

National Traffic Safety Management Inc. provides traffic management for construction and infrastructure job sites across Ontario, keeping the workers on them safe, from a head office that has moved from Toronto to Niagara Falls, per the Factum of NTSM, Sept. 11, 2026, paras. 3–4. It has been through the Bankruptcy and Insolvency Act once already. It filed its first notice of intention on April 5, 2024; its proposal, amended after the Canada Revenue Agency adjourned the first meeting, was accepted by creditors and approved by Justice Kimmel on February 20, 2025. Unsecured creditors were to receive $330,000 over three years — $225,000 in 14 monthly instalments across 2025 and 2026, and $105,000 in seven more in 2027 — which the trustee estimated at 17 cents on the dollar against nothing in a bankruptcy, per the Seventh Report of the Proposal Trustee, Feb. 10, 2025, paras. 29, 41(a) and the Endorsement of Kimmel J., Feb. 20, 2025, paras. 1–2, 5, 19.

On September 14, 2026, the company was back before the Commercial List in its second notice of intention, asking for a fifth extension of the time to file a proposal.

The default, and the new director

After the proposal was approved, Oxygen Working Capital Corp. refinanced the company under an April 28, 2025 loan agreement and a receivables factoring agreement. "The Company subsequently defaulted under the terms of the Amended Proposal due to non-payment of post-filing amounts owing to the Canada Revenue Agency within the stipulated grace period of three months. Further, an equipment lessor for the Company threatened to repossess its leased trucks which are required by the Company to operate its business," per the Factum of NTSM, Sept. 11, 2026, paras. 6–8.

Then came a change of control that did not quite happen. On April 12, 2026, certain shareholders signed a letter of intent to sell their shares to A2 Environmental Group, the company of Antonio Bruno. The next day Michael Spencley, the sole officer and director, resigned "in anticipation of the share sale," and Mr. Bruno replaced him. The financing A2 had arranged for the company depended on the share sale closing. It did not close: "certain of the counterparties disputed that they agreed to transfer all of their shares in the Company to the Purchaser. The share transaction has since fallen apart." Mr. Bruno stayed on as sole director, per the Affidavit of Antonio Bruno, sworn Sept. 10, 2026, paras. 1, 6–9.

The second notice of intention was filed on April 24, 2026, in the Hamilton bankruptcy district, with TDB Restructuring Limited again as trustee. Its list of creditors totals $3,406,652.60. Oxygen is listed at $1,236,662.40, Emkay Canada Leasing Corp. at $365,012.22 — and A2 Environmental Group at $250,000, per the Notice of Intention to Make a Proposal, Apr. 24, 2026, list of creditors. Mr. Bruno deposes that he has "personally invested $250,000 in the ongoing business rehabilitation efforts of the Company." On May 22 Justice Cavanagh noted that "This is the second NOI filed by the Company" and transferred the proceeding to Toronto, where the first had been administered, per the Endorsement of Cavanagh J., May 22, 2026, paras. 1–2.

Three extensions on improving numbers

By June the company said it no longer needed interim financing. Justice Black recorded approximately $555,000 in net cost savings under Mr. Bruno and improved labour and fleet management, increased the administration charge from $50,000 to $80,000, and extended the deadline to August 1 with the support of Oxygen and the trustee, per the Endorsement of Black J., June 15, 2026, paras. 9–12. The detail is in Mr. Bruno's affidavits: $398,202 a year in office salaries, $80,500 on fleet insurance, three offices consolidated into one, per the Affidavit of Antonio Bruno, sworn Sept. 10, 2026, para. 11. On July 31, with "no evident opposition," Justice Black extended the deadline again, to September 15, per the Endorsement of Black J., July 31, 2026, paras. 1–5. At that attendance the company told the court that A2 was seeking financing and, if it found it, would come back for a stalking horse sale process with A2 as the bidder.

The commitment letter

A2 found it. On September 4, CORFinancial Corp. issued a commitment letter for a $2,100,000 senior secured bridge facility, "to Fund the Court-Supervised Acquisition of the Operating Assets of National Traffic Safety Management Inc." It supersedes a non-binding letter of intent of August 26 that had lapsed. The facility is $1,661,684 of acquisition financing and a $438,316 revolving operating line, for 24 months, at 12% a year, interest-only, with a 4% commitment fee taken from the first advance and a first-ranking security interest in the acquired assets "delivered clean, free of prior encumbrances, through the Court Vesting Order," guaranteed by Mr. Bruno. The sources-and-uses table allocates $718,448 to retire Oxygen's term loan, $623,000 to buy out leases, $143,559 for lease payments owing, $175,000 for HST, $284,000 for closing costs and $438,316 for working capital, less a $282,323 adjustment for residual value, per the Third Report of the Proposal Trustee, Sept. 11, 2026, App. "B", ss. 1–4, 7.

The lender has not yet committed unconditionally. Conditions include due diligence on "the terms of the Stalking Horse Bid," "the terms of the Vesting Order" and the "confirmation of amounts to be paid to creditors"; a vesting order on terms satisfactory to the lender; confirmation that the money is enough to secure clean title; and final loan documents, per the Third Report of the Proposal Trustee, Sept. 11, 2026, paras. 16–18 and App. "B", s. 8. The company's factum says the financing is also conditional on court approval of a stalking horse process with A2 as bidder.

The trustee calls the letter "a significant development in the Company's restructuring efforts." If the extension is granted, it understands the company will return "shortly" for approval of a sale process run by the trustee, in which A2's bid "would establish a baseline bid against which any competing offers could be assessed," per the Third Report of the Proposal Trustee, Sept. 11, 2026, paras. 19–20. The record read for this piece does not yet include the stalking horse bid, its price or its terms.

The remittances

The third report also records what has not improved. In July, management had told the trustee it would pay approximately $40,000 of May HST and $16,000 of post-filing source deductions for non-union employees in late July and mid-August, and those payments were built into the cash flow forecast. None of them were made. Since then approximately $215,000 more in HST has accrued for June, July and August, and approximately $25,000 more in source deductions, for approximately $280,000 now owing to CRA on post-filing account. Management attributes the shortfall to short-term costs of completing eight annual vehicle safety certifications and the related repairs, per the Third Report of the Proposal Trustee, Sept. 11, 2026, paras. 11–13. A default in post-filing CRA payments is what ended the first proposal.

Mr. Bruno's answer is that the acquisition would pay or assume the CRA arrears on closing, and that "As the sole director of the Company, I am personally liable for those amounts and remain committed to work cooperatively with CRA until a sale transaction is completed." He also deposes that the company has beaten its forecast weekly revenue for several consecutive weeks, with its strongest week since he took control, per the Affidavit of Antonio Bruno, sworn Sept. 10, 2026, paras. 10–11, 19–23.

The trustee supports extending the deadline from September 15 to October 26, 2026. It finds the company acting in good faith and with due diligence, calls the commitment letter "a material advancement," and "does not believe that the Fifth Stay Extension will materially prejudice the Company's creditors," per the Third Report of the Proposal Trustee, Sept. 11, 2026, paras. 4, 24–25. Without the extension, the company's factum says, it "will become bankrupt to the detriment of its creditors and stakeholders." No order on the September 14 motion is in the record read for this piece.