TI Foods: a share subscription timed for Chinese New Year purchasing

Thai Indochine Trading Inc., the Markham importer of Asian food that trades as TI Foods, brought a motion returnable November 12, 2026 in the Ontario Superior Court of Justice (Commercial List) to extend its time to file a proposal, and the stay of proceedings with it, from November 15 to December 11, and to approve its proposal trustee's first report. Without the extension, the notice of motion says, the company "will be deemed bankrupt" when the stay expires on November 15 (Notice of Motion, Nov. 10, 2026, paras. 1, 18). The sworn evidence behind the request describes a sale the company is not yet asking the court to approve. It filed a notice of intention to make a proposal on October 16, with TDB Restructuring Limited as proposal trustee (Notice of Intention to Make a Proposal, Oct. 16, 2026). On October 20 its financial advisor, G2 Capital Advisors, began what the company's affidavit calls "a third and final sale process"; two bids arrived by a November 5 deadline, and the company selected a share subscription by a purchaser the filings describe only as an arm's-length third party (Affidavit sworn Nov. 10, 2026, paras. 4–5, 86, 88, 93). The proposed purchaser paid a deposit to the trustee on November 9, the trustee reports (First Report of the Proposal Trustee, Nov. 11, 2026, para. 17).

No order from the November 12 hearing is in the record. What the company has said it will seek next, "in the near term," is a reverse vesting order: the purchaser would subscribe for new shares, the existing shares would be cancelled without consideration, the excluded assets, contracts and liabilities would be vested in a corporation to be incorporated, Residual Co., and the trustee would be authorized to file an assignment in bankruptcy on Residual Co.'s behalf (Affidavit sworn Nov. 10, 2026, paras. 4, 95). Neither the price nor the amount of the deposit is stated in the record.

From canned goods to Loblaws

Founded in 1985, the company first served the Thai, Laotian, Cambodian and Vietnamese communities with canned goods, rice and noodles, the affidavit says, then began targeting other Asian demographics in the 1990s and mainstream retailers in the 2000s. Today it caters to "hundreds of grocery stores across Canada from its upsized 40,000+ square foot warehouse in Markham, Ontario," selling rice, coconut milk and noodles, among other staples, to customers that include Loblaws, Walmart, Sobeys, Metro, T&T and Sysco, and it holds the Canadian registration of the ROSE BRAND & Design trademark for rice and rice products. Its 26 full-time employees are not unionized, and agencies supply temporary warehouse staff (Affidavit sworn Nov. 10, 2026, paras. 7–9, 22, 31, 45). In the twelve months ended June 2026 the company bought approximately $25.5 million of product, approximately $13 million of it from its largest supplier; products originating in Thailand accounted for approximately 63.6% of revenue (Affidavit sworn Nov. 10, 2026, paras. 43–44).

The affidavit is sworn by one of the company's two directors, who is also its secretary and a managing partner of Sage Capital Partners, the investment manager of Sage Capital Fund I LP, which the affidavit describes as "a $40 million Canadian focused private equity fund." On or about September 16, 2021, the company was acquired through an investment vehicle backed by Sage and wholly owned by Nova Vida LP, 82% of which Sage holds; a new chief executive joined in June 2025 (Affidavit sworn Nov. 10, 2026, paras. 1, 12, 14, 16, 37).

The company's account

In the affidavit, the company attributes its difficulties to "rapidly rising costs over the past 14-16 months" in packaging and raw materials; to freight costs, "which represent about 25% of the landed costs of many products TI Foods sells," and which it says "have skyrocketed"; to "continuously rising fuel costs due to geopolitical unrest"; and to increased competition on certain brand name products, "which has created a pricing war." It buys approximately 51% of its goods from one supplier, the affidavit says, and on that supplier's goods it has seen "a decrease of almost 15% of profit year over year due to the increased competition" (Affidavit sworn Nov. 10, 2026, paras. 76–77).

The company has been canvassing the market since June 2024 and retained G2 after interviewing investment banks. In G2's first process, in 2024, the list of prospective purchasers "diminished" on account of "lower adjusted EBITDA than anticipated," and the company paused it as Chinese New Year, its busiest period, approached (Affidavit sworn Nov. 10, 2026, paras. 78, 81–82). A party that approached the company in or about April 2025 submitted a letter of intent, then elected not to proceed. In early 2026, "as trends stabilized under new leadership," seven parties signed non-disclosure agreements, and only "the formerly interested party" submitted a formal letter of intent, on April 22, 2026; it did not become a binding transaction "in large part because of the failure of the potential purchaser to arrange appropriate financing." "The Company's mounting liquidity constraints necessitated the NOI filing on October 16, 2026," the affidavit says (Affidavit sworn Nov. 10, 2026, paras. 83–84).

Who is owed

Pathward provides the company's revolving line of credit, and approximately $3,354,922 was owing on it at November 9, 2026; its registration, dated November 27, 2025, describes the collateral as all present and after-acquired personal property. Customer receipts go into a blocked account at the Bank of Montreal and are swept automatically to Pathward. The Toronto-Dominion Bank, whose registrations date from August 25, 2021, was owed approximately $4,775,000 at the same date, and management's balance sheet at August 31, 2026 shows a line for "TD Sub-Debt" of $4,825,000 (Affidavit sworn Nov. 10, 2026, paras. 48, 53, 64–66 and Ex. "F").

By its own terms, a note from the acquisition ranks behind the secured lenders: a subordinated unsecured promissory note for $2,650,000, issued to the vendors "as part of the purchase consideration" by 2859435 Ontario Inc., a predecessor that later amalgamated with the company, at 5% simple interest; under its original terms $300,000 of principal was payable on September 16, 2025 and the balance on September 16, 2026. At October 31, 2026, approximately $2,306,489.25 of principal and $215,260.04 of accrued interest remained owing (Affidavit sworn Nov. 10, 2026, paras. 69–71 and Ex. "I", ss. 2–3).

Unsecured trade payables were approximately $3,056,420 at August 31, 2026. The Canada Border Services Agency was owed approximately $1,423,188 at November 2: $957,051 of outstanding duties, $376,607 of prior period tariff reassessments, $88,521.64 of interest and $997.37 of GST. The company says it is current on HST and payroll source deductions (Affidavit sworn Nov. 10, 2026, paras. 72–74). The trustee's report, based on the company's financial information, lists "certain amounts owing" to the CBSA among the unsecured obligations, and says the trustee has been reviewing the customs obligations, "including the potential priority of such obligations and their implications for the Proposed Transaction" (First Report of the Proposal Trustee, Nov. 11, 2026, paras. 25, 26(o)).

The affidavit also discloses two disputes over the ROSE BRAND & Design marks: the company's May 2025 Federal Court action against Thai United Food Trading Ltd. for infringement, passing off and depreciation of goodwill, in which the defendant counterclaims to invalidate the registration and for damages; and an opposition to a second application by Thai World Import & Export Company Limited, which alleges among other things that it had licensed the mark to the company under an oral agreement. The company disputes the counterclaim and denies the opposition's allegations (Affidavit sworn Nov. 10, 2026, paras. 23, 75).