XTM: the sale has closed, and the applicants ask to end the CCAA

At 17:54 on October 29, 2026, The Fuller Landau Group Inc. delivered its certificate on the sale of XTM Inc.'s assets to its DIP lender, Pateno Payments Inc.: the purchase price paid and received, the conditions to closing satisfied or waived, the transaction "completed to the satisfaction of the Monitor," per the Monitor's Certificate, Oct. 29, 2026, Ex. "B", paras. 1–3. XTM ceased operating as of the closing, and its operating insurance will be allowed to lapse on November 5, according to the affidavit sworn on November 2 by a managing director of FAAN Advisors Group Inc. who has led its mandate as the applicants' chief restructuring officer, in the CRO's Affidavit, Nov. 2, 2026, paras. 1, 23–24.

A motion returnable before Justice Black on November 9 asks for a CCAA termination order that would, among other things, authorize XTM's assignment into bankruptcy, end the court-ordered charges, discharge the monitor once it certifies the remaining work done, release the professionals and carry the stay to that moment. The notice of motion says the monitor supports all of the relief sought, per the Notice of Motion, Nov. 2, 2026, paras. 1, 18. On the day of closing, counsel for Northland Restaurant Group, Inc. and seven affiliates wrote to six current and former directors and officers of XTM, enclosing a claim the Northland companies intend to file in the Supreme Court of British Columbia and saying they intend to move in the CCAA to lift the stay on proceedings against XTM's directors and officers, per the CRO's Affidavit, Nov. 2, 2026, paras. 49–51.

XTM ran the EveryDay Platform, through which merchants loaded funds, float and tips, that workers could access instantly through a mobile app, a virtual wallet or a payment card, per the Notice of Motion, Nov. 2, 2026, para. 5. When the case was last reported here, on October 21, Pateno had elected not to proceed with the merchant recovery program it and DC Bank had proposed, and the monitor's Seventh Report, dated that day, expected the sale to close on October 22. The terms of a protocol for handing over XTM's books and records "to allow for the identification and resolution of assertions of privilege and privacy concerns" were still being considered, per the Seventh Report, Oct. 21, 2026, paras. 27–29, 31. On October 23 Justice W.D. Black extended the stay to November 30 and approved the Sixth Report, per the Order, Oct. 23, 2026, paras. 3–4. The CRO's affidavit says the protocol's terms were "one of the remaining issues that needed to be resolved prior to the closing." The protocol was signed on October 29, the day the sale closed, per the CRO's Affidavit, Nov. 2, 2026, paras. 23, 28–29.

Three directors, two resignations

On October 21, the CRO's affidavit says, XTM's founder "advised that the Board of Directors decided to resign," and counsel for the applicants provided forms of resignation to the three directors that day. The founder's resignation arrived on October 22 and a second director's on October 23. "Notwithstanding being advised that the directors all intended to resign, to date we have not received a resignation from" the third, the affidavit continues, who as a result "is XTM's only remaining director," per the CRO's Affidavit, Nov. 2, 2026, paras. 25–26.

What the buyer receives, and what it does not

The stalking horse agreement of April was a share purchase, which, the affidavit says, "would have resulted in all books and records including any privileged books and records being transferred to Pateno"; once declared the successful bidder, Pateno elected to buy assets instead. Before the sale was approved and closed, the CRO says, the founder raised concerns with the applicants' counsel, the CRO and the monitor about records that might fall outside the purchase, including "certain personal emails and personal privileged records of [the founder] that were saved electronically." The protocol, shared with the founder's counsel before it was signed, was designed primarily, the affidavit says, to deal with records that may not form part of the purchased assets, including those the founder raised concerns about, per the CRO's Affidavit, Nov. 2, 2026, paras. 16, 18, 29, 32.

The monitor engaged ellwood Evidence Inc., which received a copy of XTM's full Google Workspace and ran the searches that segregate the records. Records relating to the purchased assets and the business were delivered to Pateno on November 2, the CRO understands, and XTM will retain a complete copy of its books and records, expected to pass to its trustee in bankruptcy, per the CRO's Affidavit, Nov. 2, 2026, paras. 34–35.

Three schedules, keyed to e-mail addresses, deal with the rest. Correspondence with the law firms, financial institutions and individuals listed in Schedule A, among them the applicants' restructuring counsel, and records identified by the founder's counsel, including personal banking records and records relating to personal legal advice, are not being requested by Pateno; they have been delivered to XTM, to be preserved and not released or destroyed except as the court directs or the law requires, per the CRO's Affidavit, Nov. 2, 2026, paras. 38–41. Schedule B lists law firms XTM retained and certain individuals, and the affidavit describes their records as potentially relevant to the purchased assets and the business. Those records are open to XTM, the founder, the monitor and any other person who "has raised a reasonable interest," and affected persons have 60 days to identify any they say are not business records. If Pateno disputes a claim, the person making it must bring a motion within seven days of receiving Pateno's position, and a record not identified in time, or disputed with no motion brought, goes to Pateno, per the CRO's Affidavit, Nov. 2, 2026, paras. 42–44.

Schedule C is the one before the court. It names two individuals and covers e-mail in the founder's XTM mailboxes and archives sent by, received from, copied to or prepared for them, per the Books and Records Delivery Protocol, Oct. 29, 2026, Ex. "C", s. 2.1(g). The CRO says those records relate to the purchased assets and the business and would otherwise have been transferred at closing. On the closing date, the affidavit says, the CRO reached out to the remaining director but was unable to connect to confirm the transfer before closing, so the records were classified as "Potentially-Disputed Required Business Records" and segregated, per the CRO's Affidavit, Nov. 2, 2026, paras. 45–46. The protocol commits XTM, the monitor and Pateno to seek advice and directions at the November 9 hearing on any not delivered by then, per the Books and Records Delivery Protocol, Oct. 29, 2026, Ex. "C", s. 2.6. The draft order would authorize XTM to deliver them. They were not transferred "out of an abundance of caution," the CRO says; the CRO considers them books and records under the purchase agreement and understands the monitor supports the request, per the CRO's Affidavit, Nov. 2, 2026, paras. 65–67; Draft CCAA Termination Order, Tab 3, para. 5.

A claim Northland intends to file

Northland was, in the founder's first affidavit, "a major merchant customer of XTM and one of the largest participants on XTM's tipping and payout platform." On February 18, before the CCAA filing, the affidavit says, Northland filed and served an urgent application in the Supreme Court of British Columbia seeking preservation relief against XTM and the founder. On February 23 that court adjourned the application and, on an interim basis, preserved the funds the plaintiffs had deposited, to the extent they had not been loaded onto prepaid cards or mobile wallets issued to their brands' employees, per the Application Record, First Affidavit of XTM's founder, Feb. 27, 2026, paras. 25–26, 153.