SUPERIOR COURT OF JUSTICE – ONTARIO [COMMERCIAL LIST]

Court File and Appearances

COURT FILE NO.: CL-25-753573-0000

DATE: 20260205

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT ,

R.S.C. 1985, c. C-36 , AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF VOXTUR ANALYTICS CORP., APPRAISERS NOW LTD., iLOOKABOUT INC., MUNICIPAL TAX EQUITY CONSULTANTS INC., MTAG PARALEGAL PROFESSIONAL CORPORATION, MTE PARALEGAL PROFESSIONAL CORPORATION, VOXTUR ANALYTICS US CORP., BLUE WATER FINANCIAL TECHNOLOGIES HOLDING COMPANY, LLC, CLAROCITY INC., BLUE WATER FINANCIAL TECHNOLOGIES, LLC, BLUE WATER FINANCIAL TECHNOLOGIES SERVICES, LLC, APPRAISERS NOW US, LLC, iLOOKABOUT (US) INC., VOXTUR SETTLEMENT SERVICES, LLC, VOXTUR SETTLEMENT SERVICES OF ALABAMA, LLC, VOXTUR SETTLEMENT SERVICES OF ARKANSAS, LLC, VOXTUR TITLE AGENCY, LLC, LEGEND TITLE COMPANY, LLC, and COMMONWEALTH USA SETTLEMENTS, LLC, VOXTUR TECHNOLOGIES US INC., ORANGE & BLUE HOLDINGS 3.0, LLC, ORANGE & BLUE HOLDINGS 4.0, LLC, ORANGE & BLUE HOLDINGS 5.0, LLC, VALUATION VISION, INC., and VOXTUR VALUATION, LLC (the “Applicants”)

BEFORE: Justice Dunphy

COUNSEL: Sam Massie, David Ward, Monica Faheim & Laurel Roglen , for the Applicants

Simran Joshi & Caitlin Fell, for the Hale Capital Partners

Adam Slavens & Mike Noel, for the Monitor PWC

Jason Squire, for Alan and Ellen Qureshi

Nicholas Sarokhanian, US Counsel for Alan and Ellen Qureshi

Jeffrey Ma, for MPAC

Tyler Ray , Monitor for PWC

Trevor Courtis, for Dwelling Blocks

Christian Jannetta, for Jeff Young and Jeff Hack

Izaak de Rijcke, for Ontario Land Surveyors

HEARD: January 28, 2026

REASONS FOR DECISION- Approval of Reverse Vesting Order and Ancillary Order

[ 1 ] On Wednesday January 28, 2026, I approved the applicants’ motion for a Reverse Vesting Order as well as an Ancillary Order which, if the transaction is completed as approved by me, should substantially wind-up this restructuring process at least as regards the bulk of the stakeholders and affected parties. In approving the two orders, I indicated that I would provide more fulsome reasons for my approval. These are those reasons.

[ 2 ] The applicants are a group of companies broadly described as being in the real estate technology business with highly integrated operations in both the United States and in Canada. The niche in which this business operates is subject to very intense levels of regulatory oversight. The real estate business sectors in which they operate require robust systems able to support anti-money laundering measures and its customer base involves large numbers of public and quasi-public clients for whom permitting and procurement policies and procedures complicate any traditional going concern sale transaction.

[ 3 ] The applicants in this process (collectively, “Voxtur”) applied for relief under the Companies’ Creditors Arrangement Act , R.S.C. 1990, c. C-36 on November 10, 2025. That day, an Initial Order was granted appointing PricewaterhouseCoopers Inc. LIT as Monitor and approved a debtor in possession (or “DIP”) financing arrangement. As is frequently the case, the DIP lender (“Hale”), was the primary secured creditor of the Applicants as well.

[ 4 ] The CCAA proceeding was intended to provide a window of stability to enable a sale and investment solicitation process (or “SISP”) to be developed and carried out with a view to maximizing the value of the going concern business of the applicants and minimizing the risk of a liquidation that would be exceptionally damaging to most if not all stakeholders.

[ 5 ] Three months on, that goal appears to have been satisfied. The Second Monitor’s report filed in connection with this application confirms that operations have stabilized in a satisfactory way. Further, the applicants, having obtained approval of a SISP from this Court in late November 2025, have run a thorough process that I shall describe and presented a comprehensive transaction for my approval in this motion. The SISP as approved contemplated a back-stop “Stalking Horse” bid by Hale which provided a floor price (to be paid by way of credit bid if successful).

[ 6 ] Any approval of an asset sale of debtors out of the ordinary course of business must be examined in the light of s. 36 of the CCAA and the criteria listed in s. 36(3) thereof. In addition, since the structure of this proposed transaction contemplates what is known as a reverse vesting order, there are questions that must be examined to ensure that the somewhat unusual structure is being used appropriately.

[ 7 ] Before considering each of the statutory criteria, I think it useful to review the context.

a. The November 20, 2025 approval of the SISP and the Stalking Horse came in the context of a lengthy and public sales process over several months that preceded the insolvency filing on November 10. While that process did not result in a transaction as such, it alerted the marketplace to the availability of this business opportunity in a broad and general way and potentially interested parties were provided with an opportunity to consider and conduct due diligence in relation to it.

b. While the SISP as approved by the Court included a stalking horse component, the stalking horse came with a transparent deal structure open to being imitated and a break fee that was low enough relative to the deal size to impose no material obstacle to a third-party bidder entering the fray. To the extent that the reverse vesting order structure added value to the transaction, any potential bidder was informed of the proposed structure and could if desired adopt it.

[ 8 ] These going-in factors have a material bearing on the fairness and reasonableness of the transaction that emerged.

(a) Was the process reasonable in the circumstances?

[ 9 ] To a degree, the reasonableness of the process followed is a matter which this Court has already considered and approved when the SISP and Stalking Horse bid were approved on November 20, 2025. As noted, this process did not need to start from scratch but was able to build on the marketing work that had been conducted prior to the CCAA filing to identify potentially interested parties, assemble necessary data etc.

[ 10 ] The Second Report of the Monitor described the extensive marketing efforts undertaken during the SISP. Fifty-eight potential bidders were approached, including many who had participated in the pre-filing marketing process and a total of 67 potential bidders took some part in the process. Of these, 22 executed Non-Disclosure Agreements to access the Virtual Data Room that was set up. Details of the process were available the Monitor’s web site and updated schedules to the proposed Stalking Horse Bid were posted on line as well. This was a visible, transparent process.

[ 11 ] Any marketing process in the context of insolvency restructuring proceedings must be developed with an eye to the practical realities of the situation. Insolvent enterprises do not have the benefit of infinite time or financing. A well-capitalized seller may decide that it is prudent to wait for better days in marketing an asset – that is a luxury that a company operating under the limited window of court protection seldom has. The marketing period approved by the Court in the SISP was for 45 days and provided a reasonable window of time for interested parties to familiarize themselves with the assets and to assemble and present a bid, particularly given the pre-filing marketing efforts that preceded the SISP.

(b) Has the Monitor approved of the process leading to the sale transaction?

[ 12 ] The SISP itself, including the Stalking Horse aspect of it, was approved by the Court on November 20, 2025 and was recommended by the Monitor. By design, it was to be supervised and implemented by the Monitor to a very significant degree. The Monitor provided its input on the proposed process in advance of the SISP and Stalking Horse approval on November 20, 2025 through its First Report and has now commented upon the unfolding of the process and its recommendations for approval in its Second Report. The Second Report also confirms that the SISP was conducted in accordance with the very procedures approved by the court.

(c) Has the Monitor opined that the transaction is superior to a bankruptcy liquidation to creditors?

[ 13 ] The Second Report confirms that the proposed transaction “provides for the greatest recovery available in the circumstances” and “will be more beneficial to creditors of the Applicants than a sale or liquidation in a bankruptcy given the magnitude of the Applicants’ secured obligations and the preservation of value” that flows from a transaction that is able to maintain the existing intellectual property backbone of the business which might otherwise be lost or significantly impaired in a liquidation and by preserving the business as a going concern for the benefit of stakeholders including employees, customers and suppliers.

[ 14 ] The Monitor’s analysis is self-evidently correct. A bankruptcy liquidation would foreclose any realistic prospect of a going concern sale thereby triggering large numbers of claims from suppliers and employees for damages arising from numerous contracts cancelled without cause or notice. Unsecured creditors would continue to rank behind a very material secured claim that was not fully satisfied by the highest value going concern sale that could be secured.

[ 15 ] The pie available for distribution would certainly shrink dramatically in liquidation while the claims upon it would expand dramatically.

(d) Have creditors been consulted?

[ 16 ] This CCAA process has generated an extensive service list of interested stakeholders who have added themselves to the service list to receive notice of all motions within the proceeding. The First and Second Monitor’s Reports contain extensive disclosure of the marketing and sale process and operations generally. The major secured creditor and DIP Lender Hale has been consulted throughout. The orders proposed to the court have been the subject of significant input from and negotiation with a variety of stakeholders as a result of which there was no opposition to the approvals sought or the form of the orders ultimately signed.

[ 17 ] I am satisfied that creditors have been thoroughly consulted and their concerns have been taken into consideration and reasonably addressed as reflected in the amendments to the draft orders made.

(e) The effects of the transaction on affected creditors or interested parties?

[ 18 ] A key benefit of the transaction as approved is the maintenance of the business as a going concern. There is simply no evidence of any category of claimant that would be disadvantaged by a going-concern outcome as contrasted to a bankruptcy liquidation whereas large numbers of creditors and other stakeholders would self-evidently be materially worse off suffering losses from cancelled contracts instead of profits from fulfilled ones.

[ 19 ] As well, a going concern transaction early in the process offers very significant advantages to large numbers of stakeholders. The pall of uncertainty hanging over a stressed business (and any business undergoing insolvency restructuring is stressed) is lifted and with it the steady erosion of enterprise value that such uncertainty can generate. The expenses of the process – and restructuring is unquestionably a very expensive process – will be greatly reduced. Indeed, there is but one tried and true means of cutting down the cost of insolvency restructuring and that is speed. In medicine as well as insolvency, the less time the patient spends on the operating table, the less blood is lost.

[ 20 ] Speed is not an overriding virtue to be pursued at any cost of course. Where, as here, the benefits of speed have been paired with a robust process to test for the availability of superior options, there is considerable benefit to all stakeholders.

(f) Is the proposed consideration reasonable and fair having regard to market value?

[ 21 ] Iti is true that the process failed to surface a bid superior to the value of the Stalking Horse bid. However, the thoroughness of the marketing efforts conducted before and during the SISP coupled with the lack of a superior bid provides convincing validation of the Stalking Horse as the highest and best value for the business as a whole that could be delivered in the current market conditions. There is no basis to infer that Voxtur has the luxury of time to wait for different or better conditions nor any assurance that future conditions would be materially better than the present.

[ 22 ] I am satisfied that the proposed transaction is fair and reasonable in all of the circumstances having regard to the objective evidence of market value as demonstrated by the lack of any bids competitive with the proposed transaction following a robust process.

(g) Reverse vesting order structure

[ 23 ] I have sometimes described the proposed transaction as a “sale” in reviewing its value. While that is the practical outcome for all intents and purposes, the legal structure is in fact quite different. The “purchaser” will be acquiring sole control of Voxtur while the court’s order will accomplish a “reverse vesting” of specified contracts, assets and liabilities assets and liabilities that the “purchaser” does not want or require to a residual company incorporated for the purpose. While summarized here in a highly simplified form, this structure is referred to as a “reverse vesting order”.

[ 24 ] While there is unquestionably jurisdiction vested in this court to effect, such a transaction under the CCAA, it is an unusual structure and one which the jurisprudence suggests should be resorted to only sparingly and where necessary to accomplish the objectives of the CCAA. The leading case on this procedure is Harte Gold Corp. (Re), 2022 ONSC 653 .

[ 25 ] Harte Gold established that this structure “should continue to be regarded as an unusual or extraordinary measure” where the court “must be diligent in ensuring that the restructuring is fair and reasonable to all parties having regard to the objectives and statutory constraints of the CCAA” (at para. 38). In particular, the court will examine the evidence as to (i) why the structure is necessary in this case; (ii) whether the structure produces an economic result at least as favourable as any other viable alternative; (iii) whether any stakeholder is worse off under this structure than under other viable alternatives; and (iv) whether the consideration being paid reflects the importance of the licenses, permits or other intangible assets being preserved.

[ 26 ] I am satisfied on the evidence before me that the reverse vesting structure proposed in this case satisfies the Harte Gold criteria.

[ 27 ] First, the structure is clearly necessary. The customer base of this integrated business contains large numbers of long-term supply agreements with public sector entities subject to strict procurement regulations and policies that vary jurisdiction by jurisdiction. A traditional asset sale would run the risk of triggering termination of some or all of these and an uncertain process of re-tendering. The technical difficulties in transferring all of the intellectual property is complex and carries considerable execution risk as well. The debtor companies have a number of material outstanding litigation claims the transfer of which would also be complex and subject to risk. Obtaining value for such assets in liquidation is fraught with risk.

[ 28 ] Second, the structure produces an economic result to the Estate that is clearly superior to any other viable alternative. Indeed, the marketing process has failed to reveal any other viable alternative. The reverse vesting order structure was both visible and open to be copied by other potential competitive bidders. A hypothetical asset sale would necessarily require a considerably longer closing window to account for the difficulties in conveying contracts and permits to the extent these can be conveyed at all with the consequent significant additional costs associated with the open insolvency estate and without any assurance of superior value.

[ 29 ] Third, there is no evidence of any stakeholder being worse off under the reverse vesting order structure than under any other viable alternative. Given the lack of a superior bid emerging from the SISP, there is no basis to infer that any other viable alternative could deliver any value to unsecured creditors given the magnitude of secured claims represented by the Stalking Horse bid. There is similarly no evidence that any claims potentially ranking prior to the secured claims exist that have not been identified and specifically provided for nor have any (that have not been identified and accommodated) identified themselves.

[ 30 ] Finally, there is a reasonable basis to infer that fair value has indeed been delivered for the intellectual property, permits and other intangibles that this structure has enable to be preserved. The reverse vesting order structure was open for copying by other potential bidders. None did. There were no bids that approached the value to the insolvent estate offered by this transaction. These observations permit a fair inference of full and fair value for this asset category.

[ 31 ] For the foregoing reasons, I found the proposed transaction to be fair and reasonable and entirely consistent with the purposes of the CCAA.

S.F. Dunphy J.

Date: February 5, 2026