As filed with the Securities and Exchange Commission on December 23, 2016
 
                                                                                                                                                          Registration No. 333- 209143
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

To
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SUSGLOBAL ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)

Ontario* 4953 Not Applicable
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

Gerald Hamaliuk
Chief Executive Officer
200 Davenport Road
Toronto, ON M5R 1J2

Telephone: (416) 223-8500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gerald Hamaliuk
Chief Executive Officer
200 Davenport Road
Toronto, ON M5R 1J2
Telephone: (416) 223-8500
Fax: (416) 223-8507
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Thomas A. Rose, Esq.
David B. Manno, Esq.
Sichenzia Ross Ross Ference Kesner LLP
61 Broadway New York,
New York 10006
(212) 930-9700
(212) 930-9725 (Fax)



Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  [  ]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller Smaller reporting company [X]
reporting company)  

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  [ ]
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  [ ]

Calculation of Registration Fee  
                         
          Proposed     Proposed        
    Amount     maximum     maximum        
Title of each class of   to be     offering price     aggregate     Amount of  
securities to be registered   registered(1)   per unit(2)   offering price     registration fee    
Common Stock, par value $0.0001 per share   33,868,607     NA     1,693,430.35     196*  
                (2)      

 

This registration statement is being filed in connection with domestication under Section 388 of the General Corporation Law of the State of Delaware and a continuance under the Business Corporations Act (Ontario), pursuant to which the Registrant’s jurisdiction of incorporation will be changed from Ontario to the State of Delaware.

.

(1)

The shares to be registered consist of 33,868,607 shares of common stock issuable upon the domestication in exchange of the Registrant’s common shares.

 

(2)

The proposed maximum aggregate offering price of the registrant’s common stock was calculated based upon the book value of $.05 per share of the registrant’s common stock pursuant to Rule 457(f)(2) of the Securities Act of 1933, as amended.

   
  * Of this amount $160 has been previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 
SUBJECT TO COMPLETION, DATED DECEMBER  23, 2016
 

PROSPECTUS

SUSGLOBAL ENERGY CORP.

 
Shares of Common Stock
 
DOMESTICATION IN DELAWARE
 

We were formed by articles of amalgamation on December 3, 2014 (originally incorporated on October 7, 2014), in the province of Ontario, Canada and our executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp. (“Old SusGlobal”), a company in the start-up stages, and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company that was formed in Ontario, Canada on June 19, 2000, amalgamated to continue business under the name of SusGlobal Energy Corp. (sometimes referred to in this prospectus as “SusGlobal Energy Canada”) The amalgamation has been accounted for as a capital transaction. On December 2, 2014, at annual and special meetings of the shareholders of each of Commandcredit and Old SusGlobal, the amalgamation of Old SusGlobal and Commandcredit was approved. The amalgamation involved issuances of shares of the amalgamated company on a one for one basis to the shareholders of the existing companies resulting in the shareholders of Commandcredit owning 96.40% of the amalgamated company and the shareholders of Old SusGlobal owing the remaining 3.60% of the amalgamated company.

This prospectus relates to our intent to change of our jurisdiction of incorporation by discontinuing from Ontario, Canada and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). On September 17, 2015, the shareholders of SusGlobal Energy Canada by special resolution approved SusGlobal Energy Canada’s application to continue from Ontario to Delaware. We will effect the Domestication under Section 388 of the Delaware General Corporation Law (the “DGCL”) and by filing an Application for Authorization to Continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which we will be domesticated and continue as a Delaware corporation (we sometimes refer to the domesticated Delaware entity as “SusGlobal Energy Delaware”). We anticipate that the Domestication will become effective shortly after the effectiveness of the registration statement of which this prospectus forms a part (we refer to this as the “Effective Time”). After SusGlobal Energy Delaware has been formed in Delaware and after the Registration Statement that this prospectus forms a part of is declared effective by the Securities and Exchange Commission, we will file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement that this prospectus forms a part of to adopt the Registration Statement and to update the disclosure contained herein as appropriate.


Upon the filing of the Certificate of Domestication, each of our currently issued and outstanding common shares will automatically be converted on a one-for-one basis into shares of SusGlobal Energy Delaware’s common stock. SusGlobal Energy Corp. a Delaware corporation is sometimes referred to herein as “SusGlobal Energy Delaware”

We intend to seek to have our shares of common stock quoted on a market; however, there cannot be any assurance that our shares will be eligible for quotation.

 

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 14 of this prospectus.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

This prospectus will not be filed with the Ontario Ministry of Government Services or any other Canadian or Ontario governmental agency. No Canadian governmental agency accepts any responsibility for SusGlobal Energy Canada’s financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

 
 
  Prospectus dated December     , 2016
 
 

TABLE OF CONTENTS

SUMMARY 2
   
RISK FACTORS 14
   
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 19
   
CAPITALIZATION 20
   
MARKET PRICES AND DIVIDEND INFORMATION 20
   
THE DOMESTICATION 21
   
SUSGLOBAL ENERGY SELECTED FINANCIAL INFORMATION 33
   
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34
   
BUSINESS 47
   
MANAGEMENT AND CORPORATE GOVERNANCE 49
   
EXECUTIVE COMPENSATION 52
   
RELATED PARTY TRANSACTIONS 54
   
BENEFICIAL OWNERSHIP 55
   
DESCRIPTION OF CAPITAL STOCK; COMPARISON OF RIGHTS 55
   
SECURITIES ACT RESTRICTIONS ON RESALE OF SUSGLOBAL ENERGY DELAWARE COMMON STOCK 59
   
ACCOUNTING TREATMENT OF THE DOMESTICATION 59
   
VALIDITY OF THE CAPITAL STOCK 59
   
EXPERTS 59
   
WHERE YOU CAN FIND MORE INFORMATION 59
   
INDEX TO FINANCIAL STATEMENTS 60

No person has been authorized to give any information or make any representation concerning us or the Domestication (other than as contained in this prospectus) and, if any such other information or representation is given or made, you should not rely on it as having been authorized by us. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of the incorporated document, as applicable.



Terms Used in This Prospectus

Unless the context otherwise requires, in this prospectus, the terms “the Company,” “SusGlobal Energy” “we,” “us” and “our” refer to SusGlobal Energy Corp. as it currently exists under Ontario law and will continue under Delaware law after the Domestication and the terms “SusGlobal Energy Canada” and SusGlobal Energy Delaware” refer to the Company prior to and after the Domestication, respectively.

Industry and Market Data

We obtained the industry, market and competitive position data described or referred to throughout this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. While we believe our internal company estimates and research are reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

1


Summary

This summary provides an overview of selected information regarding our operations. This is only a summary, it may not contain all of the information that may be important to you in understanding the Domestication. You should carefully read this entire prospectus, including the section entitled “Risk Factors.” See the section of this prospectus entitled “Where You Can Find More Information.”

Our Business

SusGlobal Energy Corp. (“SusGlobal Energy Canada”) was formed by articles of amalgamation on December 3, 2014 (originally incorporated on October 7, 2014), in the province of Ontario, Canada and our executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp., a company in the startup stages and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company, amalgamated to form and continue business under the name of SusGlobal Energy Corp. We are a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application.

With the growing amount of organic wastes being produced by society as a whole, a solution for sustainable global management of these wastes must be achieved. We believe renewable energy is the energy of the future. Sources of this type of energy are more evenly distributed over the earth’s surface than finite energy sources, making it an attractive alternative to petroleum based energy. Biomass, one of the renewable resources, is derived from organic material such as forestry, food, plant and animal residuals. SusGlobal Energy Canada can therefore help turn what many consider waste into precious energy. We expect that our portfolio will be comprised of three distinct types of technologies: (a) Process Source Separated Organics (“SSO”) in anaerobic digestors to divert from landfills and recover biogas. This biogas can be converted to gaseous fuel for industrial processes, electricity to the grid or cleaned for compressed renewable gas; (b) Increasing the capacity of existing infrastructure (anaerobic digestors) to allow processing of SSO to increase biogas yield and (c) Utilize recycled plastics to produce liquid fuels.

The convertibility of organic material into valuable end products such as biogas, liquid biofuels and compost shows the utility of renewable energy. These products can be converted into electricity and fuels and marketed to agricultural operations that are looking for an increase in crop yields, soil amendment and environmentally-sound practices. This practice also diverts these materials from landfills and reduces greenhouse gas emissions that result from landfilling organic wastes.

We can provide peace of mind that the full lifecycle of organic material is achieved, global benefits are realized and stewardship for total sustainability is upheld.

We can provide a full range of services for handling organic residuals in a period where innovation and sustainability are paramount. From start to finish we offer in-depth knowledge, a wealth of experience and cutting-edge technology in the handling of organic waste.

Corporate Information

Our principal executive offices are located at 200 Davenport Road, Toronto, Ontario M5R 1J2 Canada and our telephone number is (416) 223-8500.

Our Status as an Emerging Growth Company

2


We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements are available to public companies that are emerging growth companies. These provisions include:

an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;

   

an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

   

an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and

   

 

reduced disclosure about our executive compensation arrangements.

We will continue to be an emerging growth company until the earliest of:

the last day of our fiscal year in which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $1,000,000) or more;

 

 

the last day of our fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended;

 

 

the date on which we have, during the prior three-year period, issued more than $1,000,000,000 in non- convertible debt; or

 

 

the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our common stock that is held by non-affiliates (or public float) exceeds $700 million as of the last day of our second fiscal quarter in our prior fiscal year.

We are also a “smaller reporting company,” as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and also are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until our public float exceeds $75 million on the last day of our second fiscal quarter in our prior fiscal year.

The Domestication

We intend to change our jurisdiction from Ontario to the State of Delaware. This prospectus relates to the change of our jurisdiction of incorporation from Ontario, Canada to and continuing as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

On September 17, 2015, the Board of Directors of SusGlobal Energy Canada approved SusGlobal Energy Canada’s changing its domicile from Ontario to Delaware by means of domestication under Section 388 of the Delaware General Corporation Law (the “DGCL”) and we refer to this change as the “Domestication”. On September 17, 2015, the shareholders of SusGlobal Energy Canada by special resolution approved the application for a continuance and authorized the Domestication. We will effect the Domestication by filing with the Secretary of State of the State of Delaware a certificate of corporate domestication and a certificate of incorporation of SusGlobal Energy Delaware and by filing an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario. We anticipate that the Domestication will become effective shortly after the effectiveness of the registration statement of which this prospectus forms a part (we refer to this as the “Effective Time”). See “Description of Capital Stock; Comparison of Rights”. We have not received approval of a plan of arrangement in Ontario and no plan of arrangement is contemplated.

3


Comparison of Rights

The rights of SusGlobal Ontario’s shareholders are currently governed by the laws of Ontario, SusGlobal’s Articles of Incorporation and bylaws. As a result of the Effective Time, the shareholders of SusGlobal Ontario holding common shares will automatically receive shares of common stock of SusGlobal Delaware. Accordingly, after the Domestication, the rights of holders of common stock will be governed by Delaware law and SusGlobal Delaware’s certificate of incorporation and bylaws.

Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         

Authorized Capital

 

An unlimited number of common shares without par value.

 

150,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $.0001 par value per share, of which shares of none have been designated.

 

 

Preferred (Preference) Shares

   

As permitted (but not required) by Delaware law, the SusGlobal Energy Delaware certificate of incorporation empowers the Board of Directors to, by resolution, create and issue one or more series of preferred stock and, with respect to such series, determine the number of shares constituting the series and the designations and the powers, preferences and rights, and the qualifications and limitations thereof. No series of preferred stock has been designated.

 

 

Amendments to Organizational Documents (i.e., Articles of Incorporation, bylaws, Memorandum and Articles of Association)

 

Under the OBCA, substantive changes to the constating documents of a corporation require a resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class of shares are affected differently by the alteration than the rights of the holders of other classes of shares, a resolution passed by not less than two-thirds of the votes cast by the holders of all of the shares of a corporation, whether or not they carry the right to vote, and a special resolution of each such class, or series, as the case may be, even if such class or series is not otherwise entitled to vote.

 

Pursuant to Delaware law, amendments to the certificate of incorporation must be approved by the Board of Directors and by the holders of at least a majority of the outstanding stock entitled to vote on the amendment, and if applicable, by the holders of at least a majority of the outstanding stock of each class or series entitled to vote on the amendment as a class or series.

       
    Unless the articles, bylaws or a unanimous shareholder agreement provides otherwise, the directors may, by resolution, make, amend or repeal a bylaw. Such bylaw, amendment or repeal must be submitted to shareholders at the next meeting of shareholders and the shareholders may confirm, reject or amend the bylaw, amendment or repeal.    

4



Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         
         
Voting Rights Common shares: one share, one vote on each matter that comes before holders of common shares Common stock: one share, one vote on all matters before the holders of the common stock.
         
As permitted by the Company’s Certificate of Incorporation, the Company’s board may designate one or more series of preferred stock which may have voting rights as assigned to them by the Board of Directors.

Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         
  SusGlobal Energy Delaware bylaws provide that directors elected by a plurality of the votes cast and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.
         
Redemption of Equity; Treasury Shares  

Under the OBCA, subject to a corporation’s articles, a corporation may purchase any of its issued shares provided that, subject to certain exceptions, there are no reasonable grounds for believing that (i) the corporation is or, after the payment, would be unable to pay its liabilities as they become due or (ii) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of (a) its liabilities and (b) its stated capital of all classes.

 

Pursuant to Delaware law, shares may be repurchased or otherwise acquired, provided the capital of the company will not be impaired by the acquisition. Pursuant to Delaware law, the company may hold or sell treasury shares.

         
   

Under the OBCA, a corporation may, subject to the corporation’s articles, purchase or redeem any of its issued redeemable shares if there are no reasonable grounds for believing that (i) the corporation is or, after the payment, would be unable to pay its liabilities as they become due or (ii) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of its liabilities and the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or liquidation, ratably with or before the holders of the shares to be purchased or redeemed, to the extent such amount is not included in the corporation’s liabilities.

   

5



Stockholder/Shareholder Written Consent

The OBCA provides that, subject to certain limited exceptions, a resolution in writing signed by all shareholders (or their attorney authorized in writing) entitled to vote on that resolution is as valid as if it had been passed at a meeting of shareholders.

SusGlobal Energy Delaware’s bylaws permit any action required or permitted to be taken at any annual or special meeting of stockholders to be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office in the State of Delaware., its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recoded.

6



Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         
         

Meeting of Stockholder/Shareholder—Notice

 

Under the OBCA, notice of the time and place of a meeting of shareholders of an offering corporation must be sent to each shareholder entitled to vote at the meeting not less than 21 days and not more than 50 days before the meeting.

 

As required by Delaware law, the SusGlobal Energy Delaware bylaws require not less than 10 days’ or more than 60 days’ notice, unless the DGCL provides for a different period.

 

 

Meeting of Stockholder/Shareholders—Call of Meeting

 

Under the OBCA, the directors of a corporation are required to call an annual meeting of shareholders within 15 months of the previous annual meeting of shareholders and may at any time call a special meeting of shareholders.

 

The SusGlobal Energy Delaware bylaws provide that (i) annual meetings shall be called by the Board of Directors and (ii) special meetings may be called only by the Board of Directors or the chief executive officer.

 

 

 

The OBCA also permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

 

 

 

Meeting of Stockholders/Shareholders— Quorum

 

Under the OBCA, and subject to a corporation’s bylaws, the holders of a majority of shares entitled to vote at a meeting of shareholders, whether present in person or by proxy, constitute a quorum for the meeting.

 

Pursuant to Delaware law, the certificate of incorporation or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting.

         
        Under the SusGlobal Energy Delaware bylaws, quorum is a majority of t all shares of the Company’s stock entitled to vote at the meeting, unless or except to the extent that the presence of a larger number may be required by law.

7



Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         
         

Meeting of Stockholders/Shareholders— Record Date

 

Under the OBCA, the record date for meetings of shareholders is set by the board of directors and may not be more than 60 day or less than 30 days prior to the date on which the meeting is to be held.

 

Pursuant to Delaware law, the record date for meetings of stockholders is (i) as fixed by the Board of Directors, but may not be more than 60 days nor less than 10 days before the date of such meeting of stockholders and (ii) if not fixed by the Board of Directors, the day before notice of meeting is given.

 

 

Directors—Election/Appointment

 

Under the OBCA, the directors of a corporation are to be elected at each annual meeting of shareholders at which an election of directors is required.

 

Pursuant to Delaware law, directors are elected annually by the stockholders entitled to vote, including the holders of common stock.

 

 

 

Where the articles of a corporation provide for cumulative voting, each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes in favor of one candidate or distribute them among the candidates in any manner.

 

 

 

Directors—Term

 

Under the OBCA, unless expressly elected for a stated term, each director ceases to hold office at the close of the first annual meeting of shareholders following his or her election; a director must cease to hold office not later than the close of the third annual meeting of shareholders following his or her election.

 

Pursuant to Delaware law, directors serve for annual terms.

         
   

If a director is appointed or elected to fill a vacancy, that director holds office for the unexpired term of the director’s predecessor.

   
         
Directors—Removal   Under the OBCA, subject to certain conditions, the shareholders may, by ordinary resolution at an annual or special meeting of shareholders, remove any director or directors from office.   Pursuant to Delaware law, directors may be removed by the stockholders with or without cause.

8



Directors—Vacancy

 

Subject to certain exceptions and the articles of the corporation, a quorum of directors may fill a vacancy among the directors.

 

Under SusGlobal Energy Delaware’s certificate of incorporation and bylaws, vacancies and newly created directorships may be filled by majority of remaining directors although less than a quorum.

 

 

 

 

 

 

Subject to certain exceptions and the articles of the corporation, where shareholders of a class or series of shares have an exclusive right to elect one or more directors and there is a vacancy among those directors, the remaining directors elected by that class or series may fill the vacancy, and where there are no such remaining directors, and holder of that series or class of shares may call a meeting for the purposes of filling the vacancy.

 

 

 

Directors—Number

 

Under the OBCA, an offering corporation must have at least three directors, at least one-third of whom must not be officers or employees of the corporation or its affiliates.

 

As determined by Board of Directors, but not less than one, as provided in the SusGlobal Energy Delaware bylaws. Under Delaware law, the number of directors may be fixed by the amendment to the bylaws or certificate of incorporation and if fixed by the certificate of incorporation, the number may be changed only by amendment to the certificate of incorporation.

 

 

 

 

 

Directors—Residency   Under the OBCA, at least 25% of the directors of a corporation that is not a “non-resident corporation” must be resident Canadians, and where such a corporation has fewer than four directors, at least one must be a resident Canadian    

Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         

Directors—Quorum and Vote Requirements

 

Under the OBCA, subject to the articles and bylaws of a corporation, a majority of the number of directors or minimum number of directors required by the articles constitutes quorum for a meeting of directors. In no case may quorum be less than two-fifths of the number of directors or minimum number of directors, and if a corporation has fewer than three directors, then all directors must be present to constitute a quorum

 

As permitted by Delaware law, the SusGlobal Energy Delaware bylaws provide that, a majority of the entire Board of Directors shall constitute a quorum (rather than the one-third of the directors permitted by Delaware law). Pursuant to Delaware law, the affirmative vote of a majority of directors present at a meeting at which there is a quorum constitutes action by the Board of Directors.

 

 

Directors—Managing Director

 

Under the OBCA, subject to the articles or bylaws of a corporation, the directors may appoint from among the directors a managing director or a committee of directors and delegate to such managing director or committee, subject to certain exceptions, the powers of the board of directors

 

Not applicable.

9



Director—Alternates

 

Under the OBCA, directors may not act by proxy.

 

Under Delaware law, directors may not act by proxy.

 

 

 

 

 

 

Directors and Officers— Fiduciary

 

Under the OBCA:

 

Under Delaware law:

 

 

 

 

 

 

Duties

 

directors and officers are required to act honestly and in good faith with a view to the best interests of the corporation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

 

 

Directors and officers must act in good faith, with due care, and in the best interest of the corporation and all of its stockholders. Directors and officers must refrain from self- dealing, usurping corporate opportunities and receiving improper personal benefits.

                 
     

• 

a director or officer is required to disclose any conflict of interest in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest  

   

Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation and its stockholders will be protected by the “business judgment rule.”
                 
     

• 

 

Subject to certain exceptions, a director who has a conflict of interest shall not attend any part of a meeting of directors during which the relevant contract or transaction giving rise to the conflict of interest is discussed and shall not vote on any resolution to approve the contract or transaction.  

       

Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         

Director—Indemnification; Indemnification Insurance

 

The OBCA permits a corporation to indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or in a similar capacity, provided that (i) the individual acted honestly and in good faith with a view to the best interests of the corporation, and (ii) in the context of criminal or administrative action involving a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

 

A summary of indemnification of officers and directors under the DGCL and the SusGlobal Energy Delaware Documents is discussed below following this table of comparison. Pursuant to Delaware law, a company may purchase insurance in relation to any person who is or was a director or officer of the corporation.

10



Provision   SusGlobal Energy Canada   SusGlobal Energy Delware
         

Sale of Assets

Under the OBCA, the sale of all or substantially all of the property of the corporation requires the approval of two-thirds of the votes cast at a meeting of shareholders and of two- thirds of the votes cast by holders of shares of each class or series entitled to vote separately thereon.

Pursuant to Delaware law, the sale of all or substantially all the assets of the company requires approval by the Board of Directors and stockholders holding at least a majority of the outstanding shares entitled to vote thereon.

 

 

Compulsory Acquisition

Under the OBCA, subject to satisfying certain requirements, an offering corporation may, within 120 days of a take-over bid or issuer bid that was accepted by not less than 90% of the securities of any class of securities to which the bid related (other than securities held at the date of the bid by the offeror or an affiliate or associate of the offeror), acquire the securities held by those security holders who did not accept the take-over bid or issuer bid.

Under DGCL Section 253, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of stock of another corporation may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation by executing, acknowledging and filing with the Secretary of State of the State of Delaware a certificate of such ownership and merger setting forth a copy of the resolution of its Board of Directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority stockholders of the subsidiary corporation party to the merger may have appraisal rights as set forth in Section 262 of the DGCL.

 

 

Dissolution/Winding Up

Under the OBCA, the liquidation or dissolution of the corporation requires the approval of, subject to any applicable court order, two- thirds of the votes cast at a meeting of shareholders and of two-thirds of the votes cast by holders of shares of each class or series entitled to vote separately thereon.

Under the DGCL, the dissolution of a corporation requires either (1) the approval of the Board of Directors and at least a majority of the outstanding stock entitled tovote thereon or (2) the approval of all of the stockholders entitled to vote thereon.

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Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
         

Dissenters’/Appraisal Rights

 

The OBCA provides that shareholders who dissent from certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where a corporation proposes to:

 

Under the DGCL, a stockholder may dissent and obtain fair value of shares in connection with certain corporate actions. A summary of the material portions of those provisions is reproduced below following this table of comparison.

 

 

 

 

 

 

alter its articles to alter restrictions on the powers of the corporation or on the business it is permitted to carry on;

 
 

approve an amalgamation with another corporation;

 
 

approve an arrangement, the terms of which arrangement permit dissent;

 
 

sell, lease or otherwise dispose of all or substantially all of the corporation’s property;

 
 

authorize the continuation of the company into a jurisdiction other than Ontario.

 

 

 

Stockholders’/Shareholders’ Derivative Actions

 

Under the OBCA, shareholders, former shareholders, directors, former directors, officers or former officers or a corporation or any of its affiliates, or any other person who, in the court’s discretion, is an appropriate person to make an application to court to bring a derivative action may bring a derivative action. In addition, the OBCA permits derivative actions tobe commenced in the name and on behalf of a company or any of

 

Pursuant to Delaware law, in any derivative sut instituted by a stockholder of a corporation, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which he complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law.

 

 

   

Pursuant to Delaware law, the complaint shall set forth withparticularity the efforts of the plaintiff to obtain action by the Board of Directors (“demand refusal”) or the reasons for notmaking such effort (“demandexcusal”).

 

 

   

Such action shall not be dismissed or compromised without the approval of the court.

 

 

   

In general, the stockholders maintain stock ownership through the pendency of the derivative suit.

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Oppression Remedy

Under the OBCA, a shareholder, former shareholder, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of a corporation or its affiliates effects a result, the business or affairs of a corporation or its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer.

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Provision   SusGlobal Energy Canada   SusGlobal Energy Delaware
               
               

Anti-Takeover Provisions

The OBCA does not contain specific provisions.

Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation with an “interested stockholder” who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless:

               

the business combination or the transaction which caused the person or entity to become an interested stockholder is approved by the Board of Directors prior to the business combination or the transaction;

               
           

upon the completion of the transaction in which the person or entity becomes an interested stockholder, the interested stockholder holds at least 85% of the voting stock of the corporation not including (a) shares held by officers and directors and (b) shares held by employee benefit plans under certain circumstances; or  

               

Provision     SusGlobal Energy Canada   SusGlobal Energy Delaware
               

at or after the person or entity becomes an interested stockholder, the business combination is approved by the Board of Directors and holders of at least 66 2/3% of the outstanding voting stock, excluding shares held by the interested stockholder.

 

 

 

 

 

A Delaware corporation may elect not to be governed by Section 203. SusGlobal Energy Delaware has not made such an election.

Risk Factors       

An investment in our common stock will involve risks. Please review the section entitled “Risk Factors”, on page 14.

Risk Factors

Any investment in our securities involves a high degree of risk, including the risks described below. Our business, financial condition and results of operations could suffer as a result of these risks, and the trading price of our shares could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Information Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

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We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products.

We seek to improve our business processes and develop new products and applications. Many of our competitors have a substantial amount of intellectual property that we must continually monitor to avoid infringement. We cannot guarantee that we will not experience claims that our processes and products infringe issued patents (whether present or future) or other intellectual property rights belonging to others. If we are sued for infringement and lose, we could be required to pay substantial damages or be enjoined from using or selling the infringing products or technology. Further, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert our management’s attention from operating our business.

Our relationship with our employees could deteriorate, and certain key employees could leave the Company, which could adversely affect our business and our results of operations.

Our business involves complex operations and therefore demands a management team and employee workforce that is knowledgeable and expert in many areas necessary for our operations. We rely on our ability to attract and retain skilled employees, including our specialized research and development and sales and service personnel, to maintain our efficient production. The departure of a significant number of our highly skilled employees or of one or more employees who hold key regional management positions could have an adverse impact on our operations, including as a result of customers choosing to follow a regional manager to one of our competitors.

We face intense competition, and our failure to compete successfully may have an adverse effect on our net sales, gross profit and financial condition.

Our industry is highly competitive. Many of our competitors may have greater financial, technical and marketing resources than we do and may be able to devote greater resources to promoting and selling certain products, and our competitors may therefore have greater financial, technical and marketing resources available to them than we do.

If we do not compete successfully by developing and deploying new cost effective products, processes and technologies on a timely basis and by adapting to changes in our industry and the global economy, our net sales, gross profit and financial condition could be adversely affected.

Failure to comply with the Foreign Corrupt Practices Act, or FCPA, and other similar anti-corruption laws, could subject us to penalties and damage our reputation.

We are subject to the FCPA, which generally prohibits U.S. companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain certain policies and procedures. Certain of the jurisdictions in which we conduct business are at a heightened risk for corruption, extortion, bribery, pay-offs, theft and other fraudulent practices. Under the FCPA, U.S. companies may be held liable for actions taken by their strategic or local partners or representatives. If we, or our intermediaries, fail to comply with the requirements of the FCPA, or similar laws of other countries, governmental authorities in the United States or elsewhere, as applicable, could seek to impose civil and/or criminal penalties, which could damage our reputation and have a material adverse effect on our business, financial condition and results of operations.

15


We are not insured against all potential risks.

To the extent available, we maintain insurance coverage that we believe is customary in our industry. Such insurance does not, however, provide coverage for all liabilities, including certain hazards incidental to our business, and we cannot assure you that our insurance coverage will be adequate to cover claims that may arise or that we will be able to maintain adequate insurance at rates we consider reasonable.

We may not be able to consummate future acquisitions or successfully integrate acquisitions into our business, which could result in unanticipated expenses and losses.

Part of our strategy is to grow through acquisitions. Consummating acquisitions of related businesses, or our failure to integrate such businesses successfully into our existing businesses, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from the acquisitions.

In connection with potential future acquisitions, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with acquisitions include:

 

unexpected losses of key employees or customers of the acquired company;
     
 

conforming the acquired company’s standards, processes, procedures and controls with our operations;
     
 

coordinating new product and process development;
     
 

hiring additional management and other critical personnel;
     
 

negotiating with labor unions; and
     
 

increasing the scope, geographic diversity and complexity of our operations.

In addition, we may encounter unforeseen obstacles or costs in the integration of businesses we may acquire. Also, the presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition may have a material adverse effect on our financial condition or results of operations.

Business disruptions could seriously harm our net sales and increase our costs and expenses.

Our worldwide operations could be subject to extraordinary events, including natural disasters, political disruptions, terrorist attacks, acts of war and other business disruptions, which could seriously harm our net sales and increase our costs and expenses. These blackouts, floods and storms could cause disruptions to our operations or the operations of our suppliers, distributors, resellers or customers. Similar losses and interruptions could also be caused by earthquakes, telecommunications failures, water shortages, tsunamis, typhoons, fires, extreme weather conditions, medical epidemics and other natural or manmade disasters for which we are predominantly self-insured.

Risks Relating to Our Common Stock

16


There is currently no public trading market for our common stock and an active trading market for our common stock may not develop.

There is currently no public or other market for shares of our common stock. Although we intend to seek listing on a market, we may never become listed on a market or exchange and a liquid trading market for our common stock may not develop.

Even if following the Domestication our common stock becomes listed on a market, we cannot predict the extent to which investor interest in us will lead to the development of an active trading market on the market or how liquid that market might become. An active public market for our common stock may not develop or be sustained. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

We have a history of net losses and we expect to incur additional losses.

In each year since our inception we have incurred losses and have generated only $7,788 in revenue. For the -year ended December 31, 2015, net losses attributable to common stockholders aggregated $1,279,054 and, at December 31, 2015, the Company’s accumulated deficit was $1,896,286. For the nine months ended September 30, 2016, net losses attributable to common stockholders aggregated $337,330 and our accumulated deficit was $2,233,616. We expect to incur further losses in the development of our business. We cannot assure you that we can achieve profitable operations in any future period.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses doubt as to our ability to continue as a going concern.

Although our consolidated financial statements have been prepared assuming we will continue as a going concern, our independent registered public accounting firm, in its report accompanying our consolidated financial statements as of and for the years ended December 31, 2015 and 2014, expressed significant doubt as to our ability to continue as a going concern as of December 31, 2015, as a result of our operating losses since inception and because the Company expects to incur further losses in the development our business. The inclusion of a going concern explanatory paragraph may make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we may obtain.

We have no intention of declaring dividends in the foreseeable future.

The decision to pay cash dividends on our common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment.

We may issue preferred stock in the future, and the terms of the preferred stock may reduce the value of our common stock.

After the Domestication under the certificate of incorporation of SusGlobal Energy Delaware, our Board of Directors will be authorized to create and issue one or more additional series of preferred stock, and, with respect to each series, to determine number of shares constituting the series and the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, which may include dividend rights, conversion or exchange rights, voting rights, redemption rights and terms and liquidation preferences, without stockholder approval. If we create and issue one or more additional series of preferred stock, it could affect your rights or reduce the value of our outstanding common stock. Our Board of Directors could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock and which could have certain anti-takeover effects.

Special Meetings of our Stockholders may only be called by our Board of Directors or our chief executive officer and as such our stockholders do not have the ability to call a meeting.

Under our bylaws only our board of directors or chief executive officer may call a special meeting of shareholders and as such your ability to participate take certain corporate actions like amending the Company’s certificate of incorporation or electing directors is limited.

We may be exposed to risks relating to evaluations of controls required by Sarbanes-Oxley Act of 2002.

Pursuant to Sarbanes-Oxley Act of 2002, our management will be required to report on, and our independent registered public accounting firm may in the future be required to attest to, the effectiveness of our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

If our internal controls and accounting processes are insufficient, we may not detect in a timely manner misstatements that could occur in our financial statements in amounts that could be material.

17 


As a public company, we will have to devote substantial efforts to the reporting obligations and internal controls required of a public company, which will result in substantial costs. A failure to properly meet these obligations could cause investors to lose confidence in us and have a negative impact on the market price of our shares. We expect to devote significant resources to the documentation, testing and continued improvement of our operational and financial systems for the foreseeable future. These improvements and efforts with respect to our accounting processes that we will need to continue to make may not be sufficient to ensure that we maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required, new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations in the United States or result in misstatements in our financial statements in amounts that could be material. Insufficient internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares and may expose us to litigation risk.

As a public company, we will be required to document and test our internal control procedures to satisfy the requirements of Section 404 of Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal control over financial reporting. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet our deadline for compliance with Section 404. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we are unable to conclude that we have effective internal control over financial reporting, then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to some other public companies.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:

  the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;
     
  the last day of the fiscal year following the fifth anniversary of this offering;
     
the date on which we have, during the previous 3-year period, issued more than $1 billion in non- convertible debt; or
     
the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

For so long as we remain an “emerging growth company”, we will not be required to:

 

have an auditor report on our internal control over financial reporting pursuant to the Sarbanes- Oxley Act of 2002;

   

 

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

18


submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

   

include detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure concerning executive compensation.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards. Because of these exemptions, some investors may find our common stock less attractive, which may result in a less active trading market for our common stock, and our stock price may be more volatile.

Information Regarding Forward-Looking Statements

Statements in this prospectus may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus and in other documents which we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to

 

our ability to raise funds for general corporate purposes and operations, including our clinical trials;
     
 

our ability to recruit qualified management and technical personnel;
     
 

our ability to complete successfully within our industry;
     
 

fluctuations in foreign currency exchange rates;
     

our ability to maintain and enhance our technological capabilities and to respond effectively to technological changes in our industry; and

19


  our ability to protect our intellectual property, on which our business avoiding infringing the intellectual property rights of others;

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus.

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2016.

    Unaudited  
Cash and cash equivalents $  -  
Term deposit   152,480  
Total Cash, cash equivalents and Term Deposit $  152,480  
Debt:      

     Bank indebtedness

$  44,518  
     Loans payable to related parties   268,365  
          Total Debt $  312,883  
       
Stockholders' Deficiency:      
     Common stock $  1,825,358  
     Accumulated deficit   (2,233,616 )
     Comprehensive loss   (33,059 )
          Total Stockholders' Deficiency $  (441,317 )
Total      
Capitalization $  (128,434 )

You should read this table in conjunction with the “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and the audited and unaudited financial statements and related notes included elsewhere in this prospectus.

Market Prices and Dividend Information

Our common stock is not listed or quoted on any exchange.

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The Domestication

General

We will effect the Domestication by filing with the Secretary of State of the State of Delaware a certificate of corporate domestication and a certificate of incorporation of SusGlobal Energy Delaware and by an Application for Authorization to Continue in another Jurisdiction with the Ministry of Government Services in Ontario. On September 17, 2015 the directors of SusGlobal Energy Canada approved subject to the required approval of the shareholders of SusGlobal Energy Canada and on September 17, 2015, the shareholders of SusGlobal Energy Canada by special resolution approved the application for a continuance and authorized the Domestication. We anticipate that the Domestication will become effective shortly after the effectiveness of the registration statement of which this prospectus forms a part (we refer to this as the “Effective Time”). In connection with the Domestication, SusGlobal Energy Delaware’s Board of Directors will adopt new bylaws, which together with the new certificate of incorporation filed with the Secretary of State of the State of Delaware, will be the organizational documents of SusGlobal Energy Delaware from and after the Domestication.

Background and Reasons for the Domestication

Our Board of Directors believes that the Domestication will, among other things:

 

provide legal, administrative and other similar efficiencies;
 

 

 
relocate our jurisdiction of organization to one that is the choice of domicile for many publicly traded corporations, as there is an abundance of case law to assist in interpreting the DGCL, and the Delaware legislature frequently updates the DGCL to reflect current technology and legal trends; and
 

 

 
provide a more favorable corporate environment which will help us compete more effectively with other publicly traded companies in raising capital and in attracting and retaining skilled, experienced personnel.

For many years, Delaware has been a leader in adopting, implementing and interpreting comprehensive and flexible corporate laws that are responsive to the legal and business needs of corporations.

Effects of the Domestication

Ontario law permits an Ontario company to discontinue from Ontario and continue in an appointed jurisdiction (which includes Delaware) as if it had been incorporated under the laws of that other jurisdiction. On September 17, 2015, our shareholders by special resolution approved the Domestication and as a result we are not asking for your vote or soliciting proxies with respect to the Domestication. Shareholders of SusGlobal Energy Canada were entitled to dissent in respect of the resolution authorizing the continuance from Ontario to Delaware and to be paid the fair value of their shares in connection therewith. In order to properly dissent and be entitled to the fair value of their shares (unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent), a shareholder is required by the OBCA to send to corporation, a written objection to the resolution at or before the meeting at which the resolution is to be voted on. SusGlobal Energy Canada did not receive any such written objection to the resolution authorizing the continuance at or prior to the meeting of shareholders held September 17, 2015 at which shareholders voted on the resolution authorizing th e continuance. SusGlobal Energy Canada has received the consent of the Ontario Ministry of Finance for the continuance and intends to apply to the Director under the OBCA for the Director’s authorization of the continuance.

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Section 388 of the DGCL provides that an entity organized in a country outside the United States may become domesticated as a corporation in Delaware by filing in Delaware a certificate of incorporation and a certificate of corporate domestication stating, among other things, that the domestication has been approved as provided in the organizational documents of the non-U.S. entity or applicable non-Delaware law, as appropriate. Section 388 of the DGCL provides that prior to the filing of a certificate of corporate domestication with the Secretary of State of the State of Delaware, the domestication and the certificate of incorporation to be filed with the Secretary of State of the State of Delaware must be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-U.S. entity and the conduct of its business or by applicable non-Delaware law, as appropriate. Section 388 of the DGCL does not provide any other approval requirements for a domestication. The DGCL does not provide stockholders with statutory rights of appraisal in connection with a domestication under Section 388.

Under Section 181 of the OBCA, the OBCA will cease to apply to SusGlobal Energy Canada on the date that the corporation is continued under the DGCL. Similarly, Section 388 of the DGCL provides that, upon domesticating in Delaware:

SusGlobal Energy Delaware is deemed to be the same entity as SusGlobal Energy Canada and the domestication shall constitute a continuation of the existence of SusGlobal Energy Canada in the form of SusGlobal Energy Delaware;

 

 

all rights, privileges and powers, as well as all property, of SusGlobal Energy Canada shall remain vested in SusGlobal Energy Delaware;

 

 

all debts, liabilities and duties of SusGlobal Energy Canada shall remain attached to SusGlobal Energy Delaware and may be enforced against SusGlobal Energy Delaware to the same extent as if originally incurred by it; and

 

 

unless otherwise agreed to or otherwise required under applicable Ontario law, the domestication shall not be deemed a dissolution of SusGlobal Energy Canada.

No Change in Business, Locations, Fiscal Year or Employee Plans

The Domestication will effect a change in our jurisdiction of incorporation, and other changes of a legal nature, including changes in our organizational documents, which are described in this prospectus. The business, assets and liabilities of SusGlobal Energy Delaware, as well as our principal locations and fiscal year, will be the same upon the effectiveness of the Domestication as they are prior to the Domestication. Upon effectiveness of the Domestication, all of our obligations will continue as outstanding and enforceable obligations of SusGlobal Energy Delaware.

Any SusGlobal Energy Canada employee benefit plans and agreements will be continued by SusGlobal Energy Delaware. We expect to amend any and all of our share-based benefit plans in accordance with their terms as may be necessary to provide that SusGlobal Energy Delaware common stock will be issued upon the exercise of any options or the payment of any other share-based awards granted under the plans, and otherwise to reflect appropriately the substitution of SusGlobal Energy Delaware common stock for SusGlobal Energy common shares in connection with the plans, from and after the effectiveness of the Domestication.

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Our Management and Our Board of Directors

The executive officers of SusGlobal Energy Delaware will be the same as the executive officers of SusGlobal Energy Canada immediately prior to the Domestication. Our current executive officers are Gerald Hamaliuk (Chief Executive Officer) Marc Hazout (President) and Ike Makrimichalos (Chief Financial Officer and Secretary).

Our directors after the Domestication will be the same as the directors of SusGlobal Energy Canada prior to the Domestication. Our current directors are Gerald Hamaliuk, Marc Hazout, and Vincent Ramoutar.

See “Management and Corporate Governance.”

Domestication Share Conversion

In connection with the Domestication, the issued and outstanding common shares of SusGlobal Energy Canada will automatically convert on a one-for-one basis, into shares of SusGlobal Energy Delaware. Consequently, upon the Effective Time, each holder of SusGlobal Energy Canada’s common shares will instead hold a share of SusGlobal Energy Delaware common stock representing the same proportional equity interest in SusGlobal Energy Delaware as that shareholder held in SusGlobal Energy Canada prior to the Effective Time. The number of shares of SusGlobal Energy Delaware common stock outstanding immediately after the Effective Time will be 33,868,607.

SusGlobal Energy Delaware does not intend to issue new stock certificates to SusGlobal Energy Delaware stockholders who currently hold any of our share certificates in connection with the Domestication. A shareholder who currently holds any of our share certificates will receive a new stock certificate upon request pursuant to Section 158 of the DGCL or upon any future transaction in SusGlobal Energy Delaware common stock that requires the transfer agent to issue stock certificates in exchange for existing share certificates. It is not necessary for shareholders of SusGlobal Energy Canada to exchange their existing share certificates for share certificates of SusGlobal Energy Delaware in connection with the Domestication. Until surrendered and exchanged, each certificate evidencing SusGlobal Energy Canada common shares will be deemed for all purposes of the Company to evidence the identical number of shares of SusGlobal Energy Delaware common stock.

Comparison of Shareholder Rights

Upon the consummation of the Domestication our jurisdiction of incorporation will change from Ontario to the State of Delaware and, as a result, our organizational documents will change and will be governed by Delaware law rather than Ontario law. Although the rights and privileges of stockholders of a Delaware corporation and the rights and privileges of stockholders of an Ontario corporation are, in many instances, comparable, there are significant differences. The following is a summary of the material differences between the rights of holders of SusGlobal Energy common shares and the holders of SusGlobal Energy Delaware’s common stock. These differences arise principally from differences between the DGCL and the OBCA and between SusGlobal Energy Canada’s articles of incorporation and bylaws and SusGlobal Energy Delaware’s certificate of incorporation and bylaws. Our business, assets and liabilities, as well as our executive officers, principal business locations and fiscal year, did not change as a result of the Domestication. While we believe that this summary describes the material differences among the rights of holders of SusGlobal Energy Delaware common stock following the continuance, it does not contain all information, some of which may be important to you. We urge you to read the instruments governing the provisions of the DGCL and the OBCA, which are relevant to a full understanding of the governing instruments, fully and in their entirety.

23


Votes Required for Certain Transactions

Under the OBCA, certain corporate actions, such as certain amalgamations (other than with a direct or indirect wholly-owned subsidiary), continuances, and sales, leases or exchanges of all or substantially all the property of a corporation other than in the ordinary course of business, and other corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by special resolution. A special resolution is a resolution passed at a special meeting by not less than two-thirds of the votes cast in respect of the resolution; in certain cases, a special resolution to approve certain corporate actions is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.

The DGCL requires the affirmative vote of a majority of the outstanding stock entitled to vote thereon to authorize any merger, consolidation, dissolution or sale of substantially all of the assets of a corporation, except that no authorizing stockholder vote is required of a corporation surviving a merger if (a) such corporation's certificate of incorporation is not amended in any respect by the merger, (b) each share of stock of such corporation outstanding immediately prior to the effective date of the merger will be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger and (c) the number of shares to be issued in the merger, together with the number of shares initially issuable upon conversion of any other shares, securities or obligations issued or delivered in the merger, does not exceed 20 percent of such corporation's outstanding common stock immediately prior to the effective date of the merger. The DGCL does not generally require class voting, except in connection with certain amendments to the Certificate of Incorporation that, among other things, adversely affects a class of stock. Stockholder approval is also not required under the DGCL for mergers or consolidations in which a parent corporation merges or consolidates with a subsidiary of which it owns at least 90 percent of the outstanding shares of each class of stock. Finally, unless required by its certificate of incorporation, stockholder approval is not required under the DGCL for a corporation to merge with or into a direct or indirect wholly owned subsidiary of a holding company (as defined in the DGCL) in certain circumstances.

Under Section 203 of the DGCL ("Section 203"), certain "business combinations" with "interested shareholders" of Delaware corporations are subject to a three year moratorium unless specified conditions are met. Under Section 203, a Delaware corporation is prohibited from engaging in a "business combination" with an "interested stockholder" for three years following the date that such person or entity becomes an interested stockholder. With certain exceptions, an interested stockholder is a person or entity who or which owns, individually or with or through certain other persons or entities, 15% or more of the corporation's outstanding voting shares (including any rights to acquire shares pursuant to an option, warrant, agreement, arrangement, or understanding, or upon the exercise of conversion or exchange rights, and shares with respect to which the person or entity has voting rights only).

The three year moratorium imposed by Section 203 on business combinations does not apply if (a) prior to the date on which such stockholder becomes an interested stockholder the board of directors of the subject corporation approves either the business combination or the transaction that resulted in the person or entity becoming an interested stockholder; (b) upon consummation of the transaction that made him or her an interested stockholder, the interested stockholder owned at least 85% of the corporation's voting shares outstanding at the time the transaction commenced (excluding from the 85% calculation shares owned by directors who are also officers of the subject corporation and shares held by employee stock plans that do not give employee participants the right to decide confidentially whether to accept a tender or exchange offer); or (c) on or after the date such person or entity becomes an interested stockholder, the board approves the business combination and it is also approved at a stockholders' meeting by 66 2/3% of the outstanding voting shares not owned by the interested stockholder. Section 203 also might have the effect of limiting the ability of a potential acquirer to make a two tiered bid for the Company in which all stockholders would not be treated equally. Stockholders should note, however, that the application of Section 203 will confer upon the Company's board of directors the power to reject a proposed business combination in certain circumstances, even though a potential acquirer may be offering a substantial premium for the Corporation's shares over the then current market price. Section 203 would also discourage certain potential acquirers unwilling to comply with its provisions. Section 203 is not applicable to companies that are not listed on a (US) national stock exchange or that do not have a class of voting securities held of record by more than 2,000 stockholders. Accordingly, Section 203 does not presently apply to the Corporation. A Delaware corporation to which Section 203 applies may elect not to be governed by Section 203, and the Corporation reserves the right to opt out of Section 203 at any time in the future.

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Cumulative Voting

Under the OBCA, unless a corporation's articles provide otherwise, there is no cumulative voting for the election of directors.

Under Delaware law, cumulative voting in the election of directors is not mandatory, and for cumulative voting to be effective it must be expressly provided for in the certificate of incorporation. In an election of directors under cumulative voting, each share of stock nominally having one vote is entitled to a number of votes equal to the number of directors to be elected. A stockholder may then cast all such votes for a single candidate or may allocate them among as many candidates as the stockholder may choose. Without cumulative voting, the holders of a majority of the shares of stock present at an annual meeting would have the power to elect all the directors to be elected at that meeting, and no person could be elected without the support of holders of a majority of the shares of stock. The charter documents for SusGlobal Energy Delaware will not provide for cumulative voting.

Classified Board of Directors

Under the OBCA, it is not necessary that all directors elected at the same meeting hold office for the same term. The OBCA also provides that, unless expressly elected for a stated term, each director ceases to hold office at the close of the first annual meeting of shareholders following his or her election, and the OBCA requires that a director cease to hold office not later than the close of the third annual meeting of shareholders following his or her election.

A classified board of directors is one on which a certain number, but not all, of the directors are elected on a rotating basis each year. The DGCL permits a corporation to establish a classified board of directors, pursuant to which the directors can be divided into as many as three classes with staggered three year terms of office, with only one class of directors standing for election each year. Members of a classified board may be removed from office only for cause. A classified board of directors could therefore discourage acquisitions of the Company not approved by management, since the acquirer could be unable to install its own designees on the board for more than two years after acquiring control. SusGlobal Energy Delaware’s certificate of incorporation and bylaws will not provide for a classified board.

Calling a Shareholders Meeting

Under the OBCA, the holders of not less than 5% of the issued shares of a corporation that carry the right to vote at the meeting sought to be held may requisition the directors to call a meeting of shareholders. Upon the satisfaction of the technical requirements set out in the OBCA for making such a requisition, the directors of the corporation must call a meeting of shareholders. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

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Under the DGCL, special meetings of the shareholders may be called by the board of directors or by any other person as may be authorized to do so by the certificate of incorporation or the bylaws of the corporation. SusGlobal Energy Delaware’s certificate of incorporation will not limit the ability of stockholders to take action by written consent, and its bylaws permit action by written consent. Under the bylaws of SusGlobal Energy Delaware a special meeting of stockholders may be called by the Board of Directors or the Company’s chief executive officer.

Shareholder Quorum

Under the OBCA, a corporation's bylaws may specify the number of shares with voting rights attached thereto which shall be present, or represented by proxy, in order to constitute a quorum for the transaction of any business at any meeting of the shareholders.

Under the DGCL, a corporation's certificate of incorporation or bylaws may specify the number of shares of stock or the voting power that shall be present, or represented by proxy, in order to constitute a quorum for the transaction of any business at any meeting of the stockholders, in no event, however, shall a quorum consist of less than one third of the shares entitled to vote at the meeting except that, where a separate vote by a class or series of classes or series is required, a quorum shall consist of no less than one third of the shares of such class or series or classes or series. Under the bylaws of SusGlobal Energy Delaware, at any meeting of stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy may adjourn the meeting to another place, date or time.

Advance Notice Provisions for Shareholder Nominations and Proposals

Under the OBCA, proposals with respect to the nomination of candidates for election to the board of directors may be made at or before any annual meetings of the corporation. Any shareholder may submit a proposal, and a shareholder or persons who have the support of persons who represent, in the aggregate, not less than 5% of the shares or 5% of the shares o f a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented may submit a proposal nominating a director for election. If a shareholder or shareholders submitting a proposal submit notice to a corporation of the matter that such shareholder or shareholders propose to raise at a meeting of shareholders not later than 60 days prior to the anniversary of the last previous annual meeting of shareholders, then the corporation is required (subject to certain exceptions) to set out the proposal and any statement of support submitted by the shareholder or shareholders in the management information circular in respect of such meeting. If a corporation refuses to accept a notice that otherwise complies with the related provisions of the OBCA, the shareholder or shareholders who provided such notice and proposal may apply to a court to make any order that it seems fit, including restraining the holding of a meeting at which it was sought to bring forth such a proposal.

The DGCL does not require advance notice for stockholder nominations and proposals, but a Delaware corporation may require such advance notice pursuant to its bylaws.

Amendment to Governing Documents

Under the OBCA, any amendment to a corporation's articles generally requires approval by special resolution which is a resolution passed by not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution. The OBCA provides that unless the articles or bylaws otherwise provide, the directors may, by resolution, make, amend or repeal any bylaws that regulate the business or affairs of a corporation. Where the directors make, amend or repeal a bylaw, they are required under the OBCA to submit the bylaw, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the bylaw, amendment or repeal. If the directors of a corporation do not submit a bylaw an amendment or a repeal to the shareholders at the next meeting of shareholders, the bylaw, amendment or repeal will cease to be effective, and no subsequent resolution of the directors to adopt, amend or repeal a bylaw having substantially the same purpose and effect is effective until it is confirmed or confirmed as amended by the shareholders.

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The DGCL requires a vote of the corporation's board of directors followed by the affirmative vote of a majority of the outstanding stock of each class entitled to vote for any amendment to the certificate of incorporation. If an amendment alters the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, that class or series shall be given the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation. If an amendment adversely affects the rights or preferences of a particular class or series of stock, that class or series must approve the amendment as a class even if the certificate of incorporation does not provide that right. The DGCL also states that the power to adopt, amend or repeal the bylaws of a corporation shall be in the stockholders entitlement to vote, provided that the corporation in its certificate of incorporation may confer such power on the board of directors in addition to the stockholders. The Certificate of Incorporation of SusGlobal Energy Delaware confers such power on the Company's board of directors.

Dissenters’ or Appraisal Rights

The OBCA provides that shareholders of a corporation governed thereunder who are entitled to vote on certain matters are entitled to exercise dissent rights and to be paid the fair value of their shares in connection therewith. The OBCA does not distinguish for this purpose between listed and unlisted shares. Such matters include: (i) any amalgamation with another corporation (other than with certain affiliated corporations); (ii) an amendment to the corporation's articles to add, change or remove any provisions restricting the issue, transfer or ownership of shares; (iii) an amendment to the corporation's articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on; (iv) a continuance under the laws of another jurisdiction; (v) a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business; (vi) matters in respect of which a court has granted dissent rights to shareholders; or (vii) certain amendments to the articles of a corporation which require a separate class or series vote.

Under the DGCL, registered holders of shares of any class or series have the right, in certain circumstances, to dissent from a merger or consolidation of the corporation by demanding payment in cash for the shares equal to the fair value (excluding any appreciation or depreciation as a consequence, or in expectation, of the transaction) of such shares, as determined by agreement with the corporation or by an independent appraiser appointed by a court in an action timely brought by the corporation or the dissenters. The DGCL grants dissenters appraisal rights only in the case of mergers or consolidations and not in the case of a sale or transfer of assets or a purchase of assets for stock regardless of the number of shares being issued, and does not grant dissenters' rights in connection with amendments to the certificate of incorporation. Further, no appraisal rights are available for shares of any class or series listed on a national securities exchange or held of record by more than 2,000 stockholders, unless the agreement of merger or consolidation converts such shares into anything other than (a) stock of the surviving corporation (or depositary receipts in respect thereof), (b) stock of another corporation which is either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by NASDAQ or held of record by more than 2,000 stockholders, (c) cash in lieu of fractional shares, or (d) some combination of the above. In addition, dissenter's rights are not available for any shares of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation. The DGCL does not provide stockholders of a corporation with appraisal rights when the corporation acquires another business through the issuance of its stock (i) in exchange for the assets of the business to be acquired, (ii) in exchange for the outstanding stock of the corporation to be acquired, or (iii) in a merger of the corporation to be acquired with a subsidiary of the acquiring corporation.

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Oppression Remedy

The OBCA provides an oppression remedy that enables a court to make any order, both interim and final, to rectify the matters complained of if the court is satisfied upon application by a complainant (as defined below) that: (i) any act or omission of the corporation or an affiliate effects or threatens to effect a result; (ii) the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner; or (iii) the powers of the directors of the corporation or an affiliate are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interest of any security holder, creditor, director or officer.

A complainant may include: (a) a present or former registered holder or beneficial owner of securities of a corporation or any of its affiliates; (b) a present or former officer or director of the corporation or any of its affiliates; and/or (c) any other person who in the discretion of the court is a properpersontomake such application.

The oppression remedy provides the court with an extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders and other complainants. While conduct which is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court's jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of such legal and equitable rights.

The DGCL does not provide for an oppression remedy. However, the DGCL provides a variety of legal and equitable remedies to a corporation's stockholders for improper acts or omissions of a corporation, its officers and directors. Under the DGCL, only stockholders can bring an action alleging a breach of fiduciary duty by the directors of a corporation.

Derivative Action

Under the OBCA, a complainant may apply to the court for leave to bring an action in the name of and on behalf of a corporation or any subsidiary, or to intervene in an existing action to which any such corporation or subsidiary is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation or subsidiary. Under the OBCA, no action may be brought and no intervention in an action may be made unless the court is satisfied that the complainant has given notice to the directors of the corporation or its subsidiary of the complainant's intention to apply to the court not less than fourteen (14) days before bringing the application, or otherwise as ordered by the court and (i) the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; and (iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. Under the OBCA, the court in a derivative action may make any order it thinks fit including, without limitation, (i) an order authorizing the complainant or any other person to control the conduct of the action,(ii) an order giving directions for the conduct of the action, (iii) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary, and (iv) an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action.

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Under the DGCL, derivative actions may be brought in Delaware by a stockholder on behalf of, and for the benefit of, the corporation. The DGCL provides that a stockholder must aver in the complaint that he or she was a stockholder of the corporation at the time of the transaction of which he or she complains or that such stockholder's stock thereafter devolved upon such stockholders by operation of law. A stockholder may not sue derivatively unless he or she first makes demand on the corporation that it bring suit and such demand has been refused, unless it is shown that such demand would have been futile. The DGCL does not require a bond or security by a plaintiff in a derivative action.

Director Qualifications

At least 25% of the directors of a corporation governed by the OBCA must be resident Canadians, unless the corporation has fewer than four directors (in which case at least one director must be a resident Canadian).

The OBCA also requires that an offering corporation, not have fewer than three directors, at least one-third of whom are not officers or employees of the corporation or its affiliates.

Delaware law does not have comparable requirements, but a corporation can prescribe qualifications for directors under its certificate of incorporation or bylaws.

Fiduciary Duties of Directors

Directors of corporations governed by the OBCA have fiduciary obligations to the corporation. Under the OBCA, directors of an OBCA corporation must act honestly and in good faith with a view to the best interests of the corporation, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Under the DGCL, the duty of care requires that the directors act in an informed and deliberative manner and to inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner that the directors reasonably believe to be in the best interests of the stockholders.

The DGCL also provides that the charter of the corporation may include a provision which limits or eliminates the liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided such liability does not arise from certain proscribed conduct, including acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, breach of the duty of loyalty, the payment of unlawful dividends or expenditure of funds for unlawful stock purchases or redemptions or transactions from which such director derived an improper personal benefit. SusGlobal Energy Delaware’s certificate of incorporation eliminates the liability of the directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as directors to the fullest extent permitted by Delaware laws, as that law exists currently and as it may be amended in the future.

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The OBCA does not permit any such limitation of a director's liability.

Interested Director Transactions

Under the OBCA, a director who has a conflict of interest is required to disclose the conflict of interest in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest. Subject to certain exceptions, a director who has a conflict of interest shall not attend any part of a meeting of directors during which the relevant contract or transaction giving rise to the conflict of interest is discussed and shall not vote on any resolution to approve the contract or transaction. Provided that an interested director has complied with the OBCA’s disclosure requirements with respect to a conflict of interest and that the contract or transaction was reasonable and fair to the corporation at the time of its approval, the contract or transaction is not void or voidable.

Under the DGCL, certain contracts or transactions in which one or more of a corporation's directors has an interest are not void or voidable simply because of such interest, provided that certain conditions are met, such as obtaining required disinterested board approval, fulfilling the requirements of good faith and full disclosure, or proving the fairness of the transaction.

Loans to Officers and Employees

Under the DGCL, a Delaware corporation may make loans to, guarantee the obligations of, or otherwise assist its officers or other employees and those of its subsidiaries (including directors who are also officers or employees) when such action, in the judgment of the directors, may reasonably be expected to benefit the corporation.

Removal of Directors

Under the OBCA, provided that articles of the corporation do not provide for cumulative voting, shareholders of a corporation may by ordinary resolution passed at an annual or special meeting remove any director or directors from office. If holders of a class or series of shares have the exclusive right to elect one or more directors, a director elected by them may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director, unless the person who manages the business or affairs of the corporation is (a) an officer under the direction or control of a shareholder or other person, (b) a lawyer, notary accountant or other professional who participates in the management of the corporation solely for providing professional services or (c) a trustee in bankruptcy, receiver, receiver manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of the bankrupt's estate, in the case of a trustee in bankruptcy.

Under Delaware law, any director or the entire board of directors of a corporation that does not have a classified board of directors or cumulative voting may be removed with or without cause with the approval of at least a majority of the outstanding shares entitled to vote at an election of directors. The certificate of incorporation and bylaws of SusGlobal Energy Delaware do not provide for cumulative voting or a classified board.

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Filling Vacancies on the Board of Directors

Under the OBCA, subject to the articles of the corporation, a vacancy among the directors may be filled at a meeting of shareholders or by a quorum of directors except when the vacancy results from an increase in the number or maximum number of directors or from a failure to elect the appropriate number of directors required by the articles. Each director so appointed holds office for the unexpired term of his or her predecessor unless his or her office is vacated earlier. The directors are not entitled to appoint directors between meetings of shareholders if, after such an appointment, the total number of directors would be more than one and one-third the number of directors required to have been elected at the last annual meeting of the corporation’s shareholders.

Under the DGCL, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum.

Indemnification of Officers and Directors

Under the OBCA, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation's request as a director or officer, or another person acting in similar capacity, of another entity (each an "Indemnifiable Person"), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation, if: (a) he or she acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. A corporation may indemnify an Indemnifiable Person or advance monies in respect of a proceeding in which the Indemnifiable Person is involved because of the Indemnifiable Person’s association with the corporation or other entity if the individual fulfils the requirements under (a) and (b), above. An Indemnifiable Person is entitled to indemnity from the corporation if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set out in (a) and (b), above.

The DGCL generally permits the indemnification of expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in the defense or settlement of a direct, derivative, or third party action, provided there is a determination by a majority vote of a disinterested quorum of the directors or a committee of the board, by independent legal counsel, or by the stockholders, that the person seeking indemnification acted in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe the conduct was unlawful. Without court approval, however, no indemnification may be made in respect of any action by the corporation, including any derivative action, in which the person was adjudged liable. The Certificate of Incorporation of SusGlobal Energy Delaware requires it to indemnify its officers and directors and former officers and directors to the fullest extent permitted by Delaware law and as the same may be amended from time to time. Irrespective of the contents of the Company’s charter documents, Delaware law requires indemnification of reasonable defense expenses incurred by a director or officer, in any such proceeding, to the extent the director or officer was successful in the defense of the proceeding.

In a derivative action under the DGCL, or an action by or in the right of the corporation, the corporation is permitted to indemnify directors and officers against expenses actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation. However, in such a case, no indemnification shall be made if the person is adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

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The DGCL allows the corporation to advance expenses before the resolution of an action, if the person agrees to repay any such amount advanced if they are later determined not to be entitled to indemnification. In addition, Delaware law authorizes a corporation to purchase insurance for the benefit of its officers and directors whether or not the corporation would have the power to indemnify against the liability covered by the policy but subject to limits imposed by insurance law.

Access to Corporate Records

The OBCA provides that shareholders and creditors of a corporation, their agents and legal representatives and the Director under the OBCA may examine certain of the corporation's records during usual business hours and take extracts therefrom free of charge, and, if the corporation is an offering corporation, any other person may do so for a reasonable fee. In addition, any person is entitled to obtain the list of registered shareholders of a "offering corporation" upon compliance with certain requirements.

Under the DGCL, any stockholder of a corporation, their agents or legal representatives may make a written demand to examine the records of that corporation. Such a demand to examine the corporation's records must have a proper purpose, be sworn under oath, and directed to that corporation at its principal place of business or its registered office in Delaware. A proper purpose is one that is reasonably related to that stockholder's interest in the corporation as a stockholder.

Dividends and Repurchases of Shares

Under the OBCA, and subject to a corporation’s articles, the board of directors may declare dividends, and a corporation may pay a dividend by issuing fully paid shares of the corporation or options or rights to acquire fully paid shares of the corporation and a corporation may pay a dividend in money or property. The board of directors, however, shall not declare and the corporation shall not pay a dividend if there are reasonable grounds for believing that: (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of (i) its liabilities, and (ii) its stated capital of all classes. In the case of payment by a corporation to purchase or redeem shares, under the OBCA, and subject to a corporation’s articles , a corporation may not redeem redeemable shares at a price above the redemption price specified in the articles, and the corporation may not make any payment is respect of the purchase or redemption of shares if there are reasonable grounds for believing that (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or (b) after the payment, the realizable value of the corporation's assets would be less than the aggregate of (i) its liabilities and (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a liquidation, ratably with or before the holders of the shares to be purchased or redeemed, to the extent that the amount has not been included in its liabilities.

The DGCL permits a corporation to declare and pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding shares of all classes having a preference upon the distribution of assets. In addition, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation.

Dissolution

Under the OBCA, the liquidation or dissolution of a corporation requires the approval of, subject to any applicable court order, two-thirds of the votes cast at a meeting of shareholders and of two-thirds of the votes cast by holders of shares of each class or series entitled to vote separately thereon.

Under the DGCL, dissolution may be authorized by unanimous approval of all the stockholders entitled to vote thereon, without action of the directors, or by the board of directors followed by approval by a simple majority of the outstanding shares of the corporation's stock entitled to vote.

No Vote or Dissenters’ Rights of Appraisal in the Domestication

Under the OBCA, a continuance becomes authorized once (a) shareholders voting on the application for continuance have approved it by special resolution and (b) the Director under the OBCA has endorsed an authorization on the application for continuance. On September 17, 2015 the board of directors of SusGlobal Energy Canada approved the Domestication and on September 17, 2015 the shareholders of SusGlobal Energy Canada by special resolution approved the Domestication and authorized SusGlobal Energy Canada to submit an application for continuance. We are not asking you for a proxy and you are requested not to send us a proxy. No shareholder vote or action is required to effect the Domestication.

Material U.S. Federal Income Tax Consequences of the Merger and the Domestication

The following discussion sets forth the material United States federal income tax consequences of the Domestication to SusGlobal Energy Canada, and the U.S. Holders and Non-U.S. Holders (each as defined below) of its common shares, as well as the expected material United States federal income consequences of the ownership and disposition of the shares of common stock of SusGlobal Energy Delaware by Non-U.S. Holders. This discussion does not address U.S. federal tax laws other than those pertaining to U.S. federal income taxation (such as estate or gift tax laws), nor does it address any aspects of U.S. state or local or non-U.S. taxation. This discussion is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to particular holder in light of their personal investment circumstances or status, nor does it address tax considerations applicable to special classes of holders, such as:

 

 dealers in securities;
     
 

traders in securities that elect to use a mark-to-market method of accounting for securities holdings;
     
 

tax-exempt organizations;
     
 

life insurance companies, real estate investment trusts or regulated investment companies;
     
 

persons liable for alternative minimum tax;
     
 

U.S. expatriates;
     
 

persons that actually or constructively own 10% or more of SusGlobal Energy Canada voting shares (except as specifically provided below);
     
 

partnerships or other pass-through entities for U.S. federal income tax purposes, or beneficial owners of a partnership or other pass-through entity;
     
 

persons that hold SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock as part of a straddle or a hedging or conversion transaction;

 

U.S. holders whose functional currency is not the U.S. dollar;
     
 

persons that received SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock as compensation for services;
     
 

controlled foreign corporations; or
     
 

passive foreign investment companies.

This summary is based on the assumption that SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock, as applicable, are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock, as applicable, the tax treatment of such partnership and a person treated as a partner of such partnership generally will depend on the status of the partner and the activities of the partnership.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed Treasury regulations promulgated under the Code, published rulings by the U.S. Internal Revenue Service (“IRS”) and court decisions, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. We have not and do not intend to seek any rulings from the IRS regarding the Domestication. The Domestication will be effected in part under the applicable provisions of Canadian law which are not identical to analogous provisions of U.S. corporate law. There is no assurance that the IRS will not take positions concerning the tax consequences of the Domestication that are different from those discussed below, or that any such different positions would not be sustained by a court. Subject to the qualifications, assumptions and limitations in the opinion attached as Exhibit 8.1, the statements of law and legal conclusions set forth below represent the opinion of Blais, Halpert, Lieberman & Greene LLC.

As used in this summary, the term “U.S. Holder” means a beneficial owner of SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock, as applicable, that is for U.S. federal income tax purposes a citizen or resident of the United States; a corporation (including any entity that is treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; an estate the income of which is taxable in the United States regardless of its source; or a trust, the administration of which is subject to the primary supervision of a United States court and one or more United States persons have the authority to control all substantial decisions of the trust, or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. The term “Non-U.S. Holder” means a beneficial owner of SusGlobal Energy Canada common shares or SusGlobal Energy Delaware common stock, as applicable, who is not a U.S. Holder.

THE FOLLOWING SUMMARY IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND POSSIBLE DISPOSITION OF SUSGLOBAL ENERGY DELAWARE COMMON STOCK, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Federal Income Tax Characterization of the Domestication

Under Section 368(a)(1)(F) of the Code, a reorganization (an “F reorganization”) is a “mere change in identity, form, or place of organization of one corporation, however effected.” To qualify as an F reorganization, a transaction must satisfy three requirements: (i) it must involve only one operating corporation; (ii) there must be no change in the shareholders of the corporation; and (iii) there must be no change in the assets of the corporation. Based on the Treasury regulations under Section 368 of the Code, the proper time for testing these requirements is immediately before and immediately after the purported F reorganization, without regard to other aspects of a larger transaction that may follow that step. Based upon the foregoing, the requirements for an F reorganization will be satisfied, and the Domestication should constitute an F reorganization. Therefore, U.S. Holders will not recognize taxable gain or loss as a result of the Domestication for U.S. federal income tax purposes, except as explained below under the caption headings “—Effect of Section 367” and “—PFIC Considerations.”

If the Domestication qualifies as an F reorganization, then the tax basis of SusGlobal Energy Delaware common stock received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the SusGlobal Energy Canada common shares surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 or Section 1291(f) of the Code. See the discussion under “—Effect of Section 367” and “—PFIC Considerations” below. The holding period for the SusGlobal Energy Delaware common stock received by a U.S. Holder in the Domestication will include such holder’s holding period for the SusGlobal Energy Canada common shares surrendered in exchange therefor.

Effect of Section 367

Code Section 367 applies to certain non-recognition transactions involving foreign corporations. When it applies, Code Section 367 has the effect of imposing income tax on U.S. persons in connection with transactions that would otherwise be tax free. Code Section 367 would apply to the Domestication under the circumstances discussed below.

U.S. Holders That Own 10% or More of SusGlobal Energy Canada Common Shares

A U.S. Holder who, on the day of the Domestication, beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of SusGlobal Energy Canada stock entitled to vote (a “10% Shareholder”) must include in income as a dividend the “all earnings and profits amount” (within the meaning of Treasury Regulations Section 1.367(b) -2(d)) attributable to the SusGlobal Energy Canada stock owned directly by such U.S. Holder. A U.S. Holder’s ownership of stock options will be taken into account in determining whether such holder owns 10% or more of the total combined voting power of all classes of stock. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of SusGlobal Energy Canada stock entitled to vote for U.S. federal income tax purposes.

A U.S. Shareholder’s all earnings and profits amount with respect to its SusGlobal Energy Canada common shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulations Section 1.367(b) -2(d)(2)) attributable to the shares (as determined under Treasury Regulations Section 1.367(b) -2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulations Section 1.367(b) -2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Accordingly, under Treasury Regulations Section 1.367(b) -3(b)(3), a U.S. Shareholder should be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulations Section 1.367(b) -2(d)) with respect to its SusGlobal Energy Canada common shares. Based on its own expectation of its projected earnings and profits through the Domestication, SusGlobal Energy Canada does not expect that its cumulative earnings and profits will be greater than zero through the date of the Domestication. If SusGlobal Energy Canada’s cumulative earnings and profits through the date of the Domestication are not greater than zero, then a U.S. Shareholder should not be required to include in gross income the all earnings and profits amount with respect to its SusGlobal Energy Canada common shares.

However, it is possible that the amount of SusGlobal Energy Canada’s earnings and profits could be greater than expected through the date of the Domestication or could be adjusted as a result of an IRS examination. The determination of SusGlobal Energy Canada’s earnings and profits is a complex determination and may be impacted by numerous factors. Therefore, it is possible that one or more of these factors may cause SusGlobal Energy Canada to have positive earnings and profits through the date of the Domestication. As a result, depending upon the period in which such a U.S. Shareholder held its SusGlobal Energy Canada common shares, the U.S. Shareholder could be required to include its all earnings and profits amount in income as a deemed dividend under Treasury Regulations Section 1.367(b) -3(b)(3) as a result of the Domestication.

U.S. Holders That Own Less Than 10% of SusGlobal Energy Canada Common Shares

A U.S. Holder who, on the date of the Domestication, beneficially owns (directly, indirectly or constructively) SusGlobal Energy Canada common shares with a fair market value of $50,000 or more but less than 10% of the total combined voting power of all classes of SusGlobal Energy Canada stock entitled to vote may elect to recognize gain with respect to the receipt of SusGlobal Energy Delaware common stock in the Domestication or, in the alternative, recognize the all earnings and profits amount as described below.

Unless a U.S. Holder makes the all earnings and profits election as described below, such holder generally must recognize gain (but not loss) with respect to the receipt of SusGlobal Energy Delaware common stock in the Domestication. Any such gain should be equal to the excess of the fair market value of the SusGlobal Energy Delaware common stock received over the U.S. Holder’s adjusted basis in the SusGlobal Energy Canada common shares surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the holder held the SusGlobal Energy Canada common shares for longer than one year. Long-term capital gains of non-corporate taxpayers are subject to a maximum U.S. federal income tax rate of 20% (excluding any additional tax that may apply under Section 1411 of the Code on a taxpayer’s “net investment income”).

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its SusGlobal Energy Canada common shares under Section 367(b). There are, however, strict conditions for making this election. This election must comply with applicable Treasury regulations and generally must include, among other things: (i) a statement that the transaction is a Section 367(b) exchange; (ii) a complete description of the transaction, (iii) a description of any stock, securities or other consideration transferred or received in the transaction, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from SusGlobal Energy establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s SusGlobal Energy Canada common shares, and (B) a representation that the U.S. Holder has notified SusGlobal Energy that the U.S. Holder is making the election, and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the Domestication and the U.S. Holder must send notice to SusGlobal Energy of the election no later than the date such tax return is filed. In connection with this election, SusGlobal Energy intends to provide each U.S. Holder eligible to make such an election with information regarding SusGlobal Energy Canada’s earnings and profits upon request.

SusGlobal Energy Canada does not expect that its cumulative earnings and profits will be greater than zero through the date of the Domestication and, if that proves to be the case, U.S. Holders who make this election should generally not have an income inclusion under Section 367(b), provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. Thus, it is expected that the making of any election to include the all earnings and profits amount in income as a dividend would generally be advantageous to a U.S. Holder who would otherwise recognize gain with respect to its SusGlobal Energy Canada common shares in the Domestication. However, as noted above, if it were determined that SusGlobal Energy Canada had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its SusGlobal Energy Canada common shares, and thus could be required to include that amount in income as a deemed dividend as a result of the Domestication.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION.

U.S. Holders That Own SusGlobal Energy Canada Common Shares with a Fair Market Value of Less Than $50,000

A U.S. Holder who, on the date of the Domestication, owns (or is considered to own) stock of SusGlobal Energy Canada with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Domestication, and generally should not be required to include any part of the all earnings and profits amount in income.

PFIC Considerations

In addition to the discussion under the heading “—Effects of Section 367” above, the Domestication might be a taxable event to U.S. Holders under the passive foreign investment company (“PFIC”) provisions under Section 1297 of the Code, to the extent that Section 1291(f) of the Code applies.

SusGlobal Energy Canada may be deemed to be a PFIC. Generally, a foreign corporation is a PFIC if 75% or more of its gross income for a taxable year is passive income or if, on average for such taxable year, 50% or more of the value of the assets held by the corporation during a taxable year produce or are held to produce passive income. Passive income includes dividends, interest, rents and royalties, but excludes rents and royalties that are derived in the active conduct of a trade or business and that are received from an unrelated person, as well as interest, dividends, rents and royalties received from a related person that are allocable to income of such related person other than passive income. For purposes of these rules, SusGlobal Energy Canada would be considered to own the assets of and recognize the income of any subsidiary corporations as to which it owns 25% or more of the value of their outstanding stock, in proportion to such ownership. If a foreign corporation is classified as a PFIC for any taxable year during which a U.S. person owns stock in the foreign corporation, the foreign corporation generally remains thereafter classified as a PFIC with respect to that person. Based on the composition of its assets (which has largely consisted of cash and cash equivalents), SusGlobal Energy Canada may have qualified as a PFIC for its taxable years ended December 31, 2013 through 2015, and it may qualify as a PFIC for its current taxable year. However, the determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination. Further, Blais, Halpert, Lieberman & Greene LLC expresses no opinion as to whether SusGlobal Energy Canada is or is not a PFIC.

Section 1291(f) of the Code generally requires that, to the extent provided in Treasury regulations, a United States person who disposes of stock of a PFIC must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations have been promulgated under this statute. Proposed Treasury regulations were promulgated in 1992 with a retroactive effective date. If finalized in their current form, these regulations generally would require gain recognition by U.S. Holders exchanging common shares of SusGlobal Energy Canada for common stock of SusGlobal Energy Delaware if SusGlobal Energy Canada were classified as a PFIC at any time during such U.S. Holder’s holding period in such common shares and such person had not made either (i) a “mark-to-market” election under Section 1296 of the Code, or (ii) a “qualified electing fund” election under Section 1295 of the Code for the first taxable year in which such U.S. Holder owned common shares of SusGlobal Energy Canada or in which SusGlobal Energy Canada was a PFIC, whichever is later. Any such gain would be allocated ratably over the U.S. Holder’s holding period for the SusGlobal Energy Canada common shares surrendered in the Domestication—the amount of gain allocated to the current taxable year would be treated as ordinary income, and the amount of gain allocated to each other year would be subject to the highest tax rate in effect for that year, and an interest charge would be imposed to recover the deemed benefit of the deferred payment of tax. However, it is not possible to predict at this time whether, in what form, and with what effective date, final Treasury regulations under Section 1291(f) of the Code will be adopted.

Consequences to Non-U.S. Holders

The exchange of common shares of SusGlobal Energy Canada for common stock of SusGlobal Energy Delaware by a Non-U.S. Holder will not be a taxable transaction for such holder for United States federal income tax purposes.

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Dividends

A distribution of cash or other property (other than certain distributions of SusGlobal Energy stock) in respect of SusGlobal Energy Delaware common stock generally will be treated as a dividend to the extent that the amount of such distribution does not exceed SusGlobal Energy’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of such distribution exceeds SusGlobal Energy’s current and accumulated earnings and profits, such distribution generally will be treated first as a return of capital, reducing a Non-U.S. Holder’s adjusted tax basis in such holder’s SusGlobal Energy Delaware common stock, with any excess treated as capital gain.

Dividends paid by SusGlobal Energy Delaware to Non-U.S. Holders generally would be subject to withholding of United States federal income tax at the rate of 30%, or such lower rate as may be specified by an applicable income tax treaty, provided that SusGlobal Energy has received proper certification of the application of such income tax treaty (on an applicable IRS Form W-8). A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS. Pursuant to the income tax treaty between the United States and Canada (the “Treaty”), dividends paid by a U.S. corporation to a Canadian resident where each qualifies for benefits under the Treaty are subject to U.S. federal withholding tax at a maximum rate of 15%. Non-U.S. Holders should consult their own tax advisors regarding their eligibility for claiming benefits under the Treaty and regarding their particular circumstances to claim a tax credit or tax deduction against their Canadian (or other) tax liability for any U.S. federal withholding tax.

Dividends that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States or, if provided in an applicable income tax treaty, dividends that are attributable to a Non-U.S. Holder’s permanent establishment in the United States, are not subject to the U.S. withholding tax, but are instead taxed in the manner applicable to U.S. Holders. In that case, SusGlobal Energy will not have to withhold United States federal withholding tax if the Non-U.S. Holder complies with applicable certification and disclosure requirements (generally on IRS Form W-8ECI). In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty.

Gain on Disposition

A Non-U.S. Holder generally will not be subject to U.S. federal income tax, including by way of withholding, on gain recognized on a sale or other disposition of stock of SusGlobal Energy Delaware unless any one of the following is true:

(i)           the Non-U.S. Holder is an individual who is present in the United States for 183 or more days in the taxable year of the sale, exchange or other disposition and certain other requirements are met;

(ii)          the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States and, if an applicable income tax treaty requires, attributable to a U.S. permanent establishment maintained by such Non- U.S. Holder; or

(iii)          SusGlobal Energy Canada or SusGlobal Energy Delaware is or has been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or the non-U.S. Holder’s holding period, whichever period is shorter, and, in the event of common stock that is regularly traded on an established securities market for tax purposes, the Non-U.S. Holder held, directly or indirectly, at any time within the five-year period preceding such disposition, more than 5% of such regularly traded common stock.

SusGlobal Energy Canada has not been and is not, and SusGlobal Energy Delaware does not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes. However, the determination of whether a corporation is a U.S. real property holding corporation is primarily factual and there can be no assurance whether such facts will not change or whether the IRS or a court will agree with our determination.

Information Reporting and Backup Withholding

A Non-U.S. Holder may have to comply with specific certification procedures to establish that the holder is not a U.S. person as described above (generally on an applicable IRS Form W-8) or otherwise establish an exemption in order to avoid backup withholding and information reporting tax requirements with respect to payments of dividends on the stock of SusGlobal Energy Delaware.

The payment of the proceeds of the disposition of stock by a Non-U.S. Holder to or through the U.S. office of a broker generally will be reported to the IRS and reduced by backup withholding unless the Non-U.S. Holder either certifies its status as a Non-U.S. Holder under penalties of perjury or otherwise establishes an exemption and the broker has no actual knowledge to the contrary. Information reporting requirements, but not backup withholding, will also apply to payments of the proceeds from sales of SusGlobal Energy Delaware stock by foreign offices of U.S. brokers or foreign brokers with certain types of relationships to the United States, unless the broker has documentary evidence in its records that the holder is a Non-U.S. Holder and certain other conditions are met, or the holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts that are withheld under the backup withholding rules will be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability if certain required information is furnished to the IRS. Non-U.S. Holders should consult their own tax advisors regarding application of backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under current U.S. Treasury regulations.

SusGlobal Energy Selected Financial Information

The selected historical data for the years ended December 31, 2015 and 2014 have been derived from the audited consolidated financial statements of SusGlobal Energy which are included elsewhere in this prospectus. The historical data for the three and nine-month periods ended September 30, 2016 and 2015 have been derived from the unaudited interim condensed consolidated financial statements which are included elsewhere in this prospectus. The selected financial information should be read in conjunction with the financial statements and supplementary data and “SusGlobal Energy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.

Statement of Operations Data:

    Year ended     Nine months ended  
    December 31,     September 30,  
    2015     2014     2016     2015  
                (unaudited)  
Revenue $  -   $  -   $  7,788   $  -  
Operating expenses $  1,279,054   $  60,677   $  345,118   $  1,154,523  
Net loss $  1,279,054   $  60,677   $  337,330   $  1,154,523  
Other comprehensive loss (income) $  1,169   $  (15,518 ) $  24,521   $  (15,655 )
Comprehensive Loss $  1,280,223   $  45,159   $  361,851   $  1,138,868  
Basic and diluted loss per share $  0.04   $  0.00   $  0.01   $  0.04  
Weighted average number of common shares   29,303,083     17,458,320     32,577,536     27,004,368  

Balance Sheet Data:

    As at
December 31, 
    As at
September 30, 
 
    2015      2014      2016   
                (Unaudited)   
Cash and cash equivalents $  -   $  39,213   $  -  
Term deposit $  -     -   $  152,480  
Total assets $  26,758   $  61,209   $  206,643  
Total liabilities $  285,491   $  87,346   $  647,960  
Shareholders' deficiency $  258,733   $  26,137   $  441,317  

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SusGlobal Energy Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

This Management’s Discussion and Analysis (“MD&A”) provides a discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in the financial condition and results of operations as at and for the twelve months ended December 31, 2015 and 2014. The MD&A should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto of SusGlobal Energy Corp. (the “Company” or “SusGlobal”) as at and for the years ended December 31, 2015 and 2014. The unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2016 and 2015, have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). The Company does not file current or periodic reports with the Securities and Exchange Commission.

Unless otherwise noted, all amounts are in United States dollars. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included.

This MD&A has been reviewed and approved by management of the Company, and the Audit Committee on behalf of the Board of Directors.

Nature of Business

The Company is a renewable energy company focused on acquiring, developing and monetizing a portfolio of proprietary technologies in the waste to energy application globally. It is management's objective to grow SusGlobal Energy into a significant sustainable waste to energy provider.

Highlights

On October 21, 2016, the Company hired the services of a contractor to assume the role of Vice President of Corporate Development, effective November 1, 2016, for a period of fourteen months, at the rate of $3,050 ($4,000 CAD) per month, plus applicable taxes. In addition, the contractor was offered up to 115,000 common shares of the Company, at a price of $0.10 per common share, exercisable within 180 days of the effective date of the contract.

On October 16, 2016, the Company informed the Director of Operations at the Township of Georgian Bluffs, that it was invoking the Force Majeur provision under section 17 of the expansion and operation agreement with the BioGrid, as a result of a catastrophic failure of the BioGrid’s gas engine. The parties are in the process of resolving this issue under the Disputes and Resoutions provision under section 19 of the expansion and operation agreement.

On October 26, 2016, the Company was informed by the legal representative of the Townships of Georgian Bluffs and Chatsworth (the “Municipalities”), that the Municipalities recognize the Force Majeure Event for the equipment failure of the BioGrid’s gas engine. The Municipalities expect the Company to take all commercially reasonable steps to obtain the necessary parts and have them installed as quickly as possible.

On October 28, 2016 at a scheduled meeting with the Municipalities, the Company advised the Municipalities as to the concerns the Company had with protecting the assets at the BioGrid and the potential damage which may be caused should the equipment failure not be rectified prior to temperatures reaching low levels and as a result impact the biodigester operation negatively exposing the biodigester to irreparable further damage.

On November 2, 2016, the Company was informed by the legal representative of the Municipalities, that the Company had breached the biodigester expansion and operation agreement. The Municipalities indicated that they are willing to continue with the agreement and will waive their right of termination subject to the Company agreeing and fulfilling certain conditions between the dates of November 2, 2016 and December 15, 2016.

On November 4, 2016, the Company was informed by the Municipalities, that they have rejected the Company’s claim for Force Majeure and have served the Company with Notice of Immediate Termination. The Company continues to use commercially reasonable efforts to rectify the cause of the Force Majeure Event while the claim for Force Majeure is in effect and is in the process of resolving this issue with the Municipalities under the Disputes and Resolutions provision in section 19 of the biodigester operation and expansion agreement.

On December 15, 2016, the Company was informed by the legal representative of the Municipalities, that the Municipalities have no interest to continue to discuss a solution with the Company.

On August 19, 2016, Travellers International Inc. (“Travellers”), an Ontario company controlled by the president and director of the Company, provided a further loan in the amount of $160,104 ($210,000 CAD) which was required to initiate a letter of credit in the amount of $152,480 ($200,000 CAD), in favour of the Township of Georgian Bluffs and the Township of Chatsworth. The letter of credit was a requirement of the BioGrid agreement noted below. Fees for the letter of credit included $7,624 ($10,000 CAD) incurred and charged by Travellers and $2,287 ($3,000) charged by the Company’s chartered bank.

On July 16, 2016, the Company and Phoenix Capital Partners Inc. (“Phoenix Capital”), finalized a financing commitment of up to $7,000,000, on a best efforts basis, through the issuance of up to 140 senior convertible debentures (the Debentures”), with an annual interest rate of 9%, commencing thirty days after the funds are advanced, payable monthly, due five years from the issuance date, with a 6% financing fee to the selling agent (the “Agent Fee”) and 2% to Phoenix Capital in cash and 6% to Phoenix Capital of the gross amount payable in common stock of the Company (valued at $5 per common share and restricted for twelve months from the date of issue) (the “Faciliation Fee”), based on the receipt of funding for the BioGrid financing. The financing is secured by a first ranking registered security registration against the Company and all of its assets including all ownership positions in its subsidiaries. The proceeds will be used to fund the equipment and upgrades for the BioGrid. The debenture holders have the option to convert after issuance, upon thirty days’ notice, into common stock of the Company at a mutually agreed conversion price of $5 per share. There are also forced conversion features providing for conversion into common stock of the Company, should the Company’s trading price of the common stock remain at $10 or higher for twenty consecutive trading days, at a price of $5 per common stock. Further, there is a redemption option for the Company to redeem the shares, at the earliest, one year after issuance and upon thirty days’ notice (the “Redemption Notice”), for all or part of the issued Debentures, with a ninety day interest penalty calculated on the amount being redeemed on an annualized basis. Upon receipt of the Redemption Notice, the debenture holders have the option to exercise their conversion option at the applicable conversion price no later than ten days prior to the redemption date.

The financing also includes certain general conditions, closing conditions, documentation and ongoing reporting requirements. And, the Company is also responsible for additional closing costs, including legal expenses, up to a maximum of $19,060 ($25,000 CAD), of which $11,361 ($15,000 CAD) was invoiced and paid.

The scheduled advances for the first four tranches, consisting of a minimum of $1,000,000 on or before August 10, 2016, $2,000,000 on September 28, 2016, $2,000,000 on October 28, 2016 and $2,000,000 on November 28, 2016, have not yet been advanced to the Company and as such, the Company and Phoenix Capital are renegotiating new funding dates for these and subsequent advances.

The Company currently has a financing engagement agreement with Phoenix Capital, amended on July 20, 2016 and expiring December 31, 2016. Phoenix Capital will provide corporate finance advisory and facilitation services and will assist the Company in structuring, negotiating and facilitating a financing arrangement of up to $11,436,000 ($15,000,000 CAD). The fees for these services totaled $46,686 ($60,000 CAD), of which $23,814 ($30,000 CAD) have been paid and included under professional fees on the interim condensed consolidated statements of operations and comprehensive loss. The balance, $22,872 ($30,000 CAD), will be paid out of the proceeds of the financing for the BioGrid, noted above. In addition Phoenix Capital received $11,361 ($15,000 CAD) to complete a due diligence report on SusGlobal Energy Canada I Ltd. and it’s BioGrid Project.

The first of such financing with Phoenix Capital was finalized on July 16, 2016, as noted above.

Effective June 1, 2016 (the “effective date”), SusGlobal Energy Canada I Ltd. entered into a twenty-five (25) year agreement to construct, maintain and operate the biodigester and electricity generating facility (the “BioGrid”), with the Township of Georgian Bluffs and the Township of Chatsworth Joint BioGrid Project, located near Owen Sound, Ontario, Canada on the approximately ten (10) hectare site, which is automatically renewable for additional periods of five (5) years each, unless either party provides a written notice of termination. Once SusGlobal Energy Canada I Ltd. has completed the expansion and integration of the processing equipment into the existing facilities, the site will produce more energy than is needed for treating septage and organic wastes. The agreement may be immediately terminated by the municipalities as specified in the Agreement, including if SusGlobal Energy Canada I Ltd. is unable to secure a funding commitment of $5,718,000 ($7,500,000 CAD) with a least $762,400 ($1,000,000 CAD) being advanced to SusGlobal Energy Canada I Ltd., within 50 business days of the effective date or if SusGlobal Energy Canada I Ltd., fails to secure a supply of Source Separated Organics (“SSO”) of 15,000 tonnes per annum in the aggregate, prior to the first anniversary of the start date, for a minimum of fifteen (15) years. This will be the first wastewater treating plant in Ontario to achieve a “net zero” status for sustainable waste treating. The site will produce all the electricity needed for its operations, export 100kW power under a Feed-In Tariff Contract (“FIT Contract”) and will supply biogas or power to nearby industrial and commercial sites. SusGlobal Energy Canada I Ltd. took over operation of the BioGrid on August 13, 2016.

The project will also reduce greenhouse gas emissions from the production of renewable electricity and heat as well as reducing methane emissions by diverting organics from landfills, allowing SusGlobal Energy Canada I Ltd. to monetize the emission reductions under Ontario’s Cap and Trade program. Landfills in the area do not collect the methane-containing gas produced by the landfilling operations; only vent it to prevent fires and explosions at the landfills. SusGlobal Energy Canada I Ltd. also expects to produce a Class AA Organic Fertilizer that can be added to composting facilities or incorporated directly into fertilizer compounds from the digestate.

Our partners for implementing the project are the BioGrid, Maple Reinders Constructors Ltd., GSS Engineering Consultants Ltd., Aquatech Water Management Services Inc., and Phoenix Capital.

On January 27, 2016, the Company filed a Form S-4 with the United States Securities and Exchange Commission (“SEC”). This registration statement was filed in connection with domestication under Section 388 of the General Corporations Law of the State of Delaware and a continuance under the Business Corporations Act (Ontario), pursuant to which the Company’s jurisdiction on incorporation will be changed from Ontario to the State of Delaware.

On May 14, 2015, the Ontario Ministry of Environment and Climate Change announced formal targets to be met to satisfy a commitment necessary to join the Western Climate Initiative (WCI) along with Quebec and California, who are in the WCI with Cap and Trade commitments since 2014. The Ontario targets are very ambitious, with Greenhouse Gas (GHG) emission reductions of 15% by 2020, 37% by 2030 and 80% by 2050, all from a 1990 baseline. Ontario achieved a 6% reduction in GHG emissions from 1990 levels in 2014, mainly by closing all coal-fired power plants. The targets announced will require a focused program to reduce GHG emissions. The Company’s activities all contribute to GHG reductions, so will be a key part of Ontario’s initiative. The Company has also contacted counterparties in Quebec and California to explore opportunities for relevant projects. SusGlobal is committed to making all its commercial activities carbon neutral. The new Cap and Trade regulations will be effective January 2017.

On May 6, 2015, the Company finalized an agreement with Syngas SDN BHD (“Syngas”), a company incorporated under the laws of Malaysia, providing an exclusive license for the Company to use Syngas Intellectual Property within North America for a period of five years from the date of this agreement, for $1 consideration, renewable every five years upon written request. Syngas produces equipment that uses an innovative process to produce liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be valued at $2,000. The technology license is being amortized on a straight-line basis, over a period of 10 years. There are no other obligations under this agreement.

The Company and Syngas intend to collaborate and cooperate with a view to achieving economic and financial success for their respective businesses. The Company will continue to pursue other similar intellectual property around the world as we combine this and other technologies in innovative configurations to monetize the portfolio of proprietary technologies and processes to deliver value to our customers and shareholders.

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Management Responsibility for Financial Statements

The information provided in this prospectus, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

Overview

The Company was formed by articles of amalgamation on December 3, 2014 (originally incorporated on October 7, 2014), in the province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp. (“Old SusGlobal”), a company in the start-up stages, and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company, amalgamated to form SusGlobal Energy Corp. The amalgamation has been accounted for as a capital transaction.

On December 2, 2014, at annual and special meetings of the shareholders of each of Commandcredit and Old SusGlobal, the amalgamation of Old SusGlobal and Commandcredit was approved. The amalgamation involved issuances of shares of the amalgamated company on a one for one basis to the shareholders of the existing companies resulting in the shareholders of Commandcredit owning 96.40% of the amalgamated company and shareholders of Old SusGlobal owing the remaining 3.60% of the amalgamated company.

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For accounting purposes, this acquisition resulted in the acquisition of control by Commandcredit of the net assets of SusGlobal, consisting primarily of net financial assets. Since the net assets of SusGlobal did not constitute a business, the transaction represents an asset purchase at fair value in consideration of the issuance of shares by the amalgamated company. The transaction was measured based on the fair value of the net assets acquired, which was considered more clearly evident and, thus, more reliably measured. The carrying value of each of these assets and liabilities comprising the net assets of SusGlobal was deemed to approximate fair value due to their short term nature. All intercompany balances were eliminated on amalgamation.

The balance sheets of the two companies immediately before the amalgamation were as follows:

    Commandcredit     Old SusGlobal  
             
Assets            
Cash $  -   $  76,481  
Harmonized sales taxes receivable   -     4,571  
Due from related party   -     129,519  
Prepaid expenses and deposit   -     19,576  
             
Total Assets $  -   $  230,147  
             
             
Liabilities and            
Stockholders’            
(Deficiency) Equity            
Accounts payable $  59,231   $  8,661  
Accrued liabilities   2,695     1,088  
Due to related parties   159,395     -  
             
Total Liabilities $  221,321   $  9,749  
             
Capital stock-net of share issue costs $  356,676   $  60,450  
Subscriptions payable   -     199,944  
Deficit   (570,530 )   (38,464 )
Comprehensive loss   (7,467 )   (1,532 )
Stockholders’ (deficiency) equity $  (221,321 ) $ 220,398  
             
Total Liabilities and Stockholders’
(Deficiency) Equity
$ - $ 230,147

The net assets of SusGlobal acquired by Commandcredit in the amount of $220,398, was completed through the issuance of 650,000 common shares of the amalgamated company.

The following is a discussion of SusGlobal Energy’s financial condition and results of operations for the years ended December 31, 2015 and 2014. This discussion should be read in conjunction with the information contained in our audited and unaudited consolidated financial statements and the notes thereto included in this prospectus.

The Company recorded a net loss from operations of $1,279,054 for the year ended December 31, 2015 compared to a net loss from operations of $60,677 for the year ended December 31, 2014.

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Selected Annual Financial Information

    Dec 31 2015      Dec 31 2014   
Revenue $ -     $  
Net Loss   1,279,054     60,677  
Weighted average number of common shares   29,303,083     17,458,320  
Basic and diluted loss per share   0.04     0.00  
             
(Bank indebtedness) cash   (5,740 )   39,213  
Total assets   26,758     61,209  
Total liabilities   285,491     87,346  
Working capital deficiency   262,070     26,137  

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Net sales were $nil for both of the years ended December 31, 2015 and December 31, 2014.

The net loss for the year ended December 31, 2015 was $1,279,054, significantly higher than the net loss of $60,677 in the prior year, primarily due to increased activity covering twelve months in 2015 compared to the start-up in the fourth quarter of the prior year.

Our operating expenses increased by $1,218,377 from $60,677 for the year ended December 31, 2014 to $1,279,054 for the year ended December 31, 2015, as we incurred significant costs relating to stock-based compensation, professional fees, management fees and office and administration. The Company recorded stock-based compensation of $810,000 for the year ended December 31, 2015 (2014-$nil), as a result of common stock issued to founding officers and directors and to a new director. The Company incurred professional fees of $267,874 for the year ended December 31, 2015 (2014-$23,822), as a result of incurring significant legal costs, including in connection with the preparation and filing of Form S-4 with the SEC, which was filed in the first quarter of 2016.

Related Party Transactions

Loan Payable to Related Party

On November 20, 2015, Travellers loaned the Company $59,245 ($82,000 CAD), with interest payable monthly at 12% per annum, unsecured and due on demand.

During the year, the Company incurred $46,998 ($60,000 CAD) (2014-$14,959; $16,677 CAD) in management fees charged by Travellers and $46,998 ($60,000 CAD) (2014-$4,050; $4,677 CAD) in management fees charged by Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company. The balance of the management fees, in the amount of $37,598 ($48,000 CAD) (2014-$3,241; $3,742 CAD), were charged by the Company’s chief financial officer. As at December 31, 2015, unpaid remuneration and unpaid expenses in the amount of $38,150 ($52,802 CAD) (2014-$1,861; $2,159 CAD) is included in accounts payable and $18,261 (2014-$4,710; $5,464 CAD) is included in accrued liabilities.

During the year, the Company incurred $28,199 ($36,000 CAD) (2014-$2,430; $2,806CAD) in rent paid under a rental agreement to a company, Haute Inc., controlled by a director and president of the Company. Included in prepaid expenses and deposit, is a rental deposit of $nil (2014-$2,586; $3,000 CAD), in connection with this rental agreement. There are no other material terms of the lease arrangement.

During the year, the Company issued 8,100,000 common shares of the Company to certain directors and officers for services provided, determined to be valued at $810,000. These amounts are disclosed as stock-based compensation in the consolidated statements of operations and comprehensive loss.

The Company had one year consulting contracts with each of its three officers, which expired on October 31, 2015. The monthly payments for the three officers total $10,115 ($14,000 CAD). The Company extended the consulting contracts, at the same monthly amounts, on a month to month basis until new consulting contracts are completed.

On November 1, 2014, the Company entered into a one year premises lease agreement with Haute Inc., an Ontario company controlled by a director and president of the Company, expiring October 31, 2015. The monthly minimum payment was $2,248 ($3,000 CAD). The Company’s last month rental commitment was included in prepaid expenses and deposit on December 31, 2014 included on the consolidated balance sheets. The Company’s monthly rent continued at the same amount through December 2015. Subsequent to the year-end and effective January 1, 2016, the Company signed a new premises lease agreement with Haute Inc., for a period of one year at a minimum monthly amount of $2,529 ($3,500 CAD).

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EXECUTIVE COMPENSATION

The summary of executive compensation is as follows:

    Year Ended        
    Dec 31 2015     Dec 31 2014  
Management fees $  131,594   $  22,250  

Liquidity and Capital Resources

As of December 31, 2015, the Company had a cash balance of $nil and current debt obligations in the amount of $285,491. We do not currently have sufficient funds to satisfy our current debt obligations. Should our creditors seek or demand payment, we do not have the resources to pay or satisfy any such claims currently.

To pay our debts and to fund any future operations, we require significant new funds, which we may not be able to obtain. In addition to the funds we require to liquidate our $285,491 in current debt obligations, we estimate that we must raise approximately $900,000 to fund capital requirements and general corporate expenses for the next 12 months and $5,418,750 ($7,500,000 CAD) in capital costs for our new agreement with the BioGrid project.

On November 20, 2015, the Company received a loan from Travellers in the amount of $59,245 ($82,000 CAD). As of December 31, 2015, the amount owing to Travellers was $59,245 ($82,000 CAD) (2014-$nil). Subsequent to December 31, 2015 and up to the date of this filing, Travellers provided further funds to the Company in the amount of $160,104 ($210,000 CAD).

Going Concern

The consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As at December 31, 2015, the Company had a working capital deficit of $262,070 (December 31, 2014-$26,137), incurred a net loss of $1,279,054 (2014-$60,677) for the year and had an accumulated deficit of $1,896,286 (December 31, 2014-$617,232) and expects to incur further losses in the development of its business. These factors cast doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt; however, there is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.

On July 16, 2016, the Company finalized a financing commitment of up to $7,000,000.

These consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

2015 Share Issuances

At December 31, 2015, the Company had an unlimited number of common shares authorized, without par value, and 31,547,346 (2014-18,056,676) common shares issued and outstanding. On the date of this filing, the Company had 33,868,607 common shares issued and outstanding.

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Stock Options and Warrants

The Company has no stock options or warrants outstanding as at the date of this filing and as at December 31, 2015 and 2014

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements or contractual obligations that have had or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements.

NEW ACCOUNTING POLICIES

During 2015, the Company adopted the following new accounting policies:

Long-lived Assets

Long-lived assets are stated at cost. Equipment awaiting installation on site is not depreciated until it is commissioned. Depreciation is based on the estimated useful life of the asset and depreciated annually as follows:

Category   Rate     Method  
             
Computer hardware   3 years     Straight-line  

Intangible Asset

Intangible asset, consisting of a technology license, is stated at cost less accumulated amortization and is amortized on a straight-line basis over the useful life, which is 10 years. The Company evaluates the intangible asset for permanent impairment when triggering events are identified.

Impairment of Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, long lived assets to be held and used are to be analyzed or impairment whenever events or changes in e indicate that the related carrying amounts may not be recoverable.

CRITICAL ACCOUNTING POLICIES

Use of estimates

The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. The Company regularly evaluates estimates and assumptions related to accruals and to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that is not readily apparent from other sources. Actual results could differ materially and adversely from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available.

Stock-based compensation

From time to time the Company may grant options and/or warrants to management, directors, employees and consultants. The Company recognizes compensation expense at fair value. Under this method, the fair value of each warrant is estimated on the date of the grant and amortized over the vesting period, with the resulting amortization credited to paid in capital. The fair value of each grant is determined using the Black-Scholes option-pricing model. Consideration paid upon exercise of stock options and/or warrants is recorded in equity as share capital.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by us as of the specified effective date or possibly early adopted, where permitted. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities- Elimination of Certain Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” or ASU 2014-10, which eliminates the definition of a development stage entity, the development stage presentation and disclosure requirements under ASC 915, “Development Stage Entities”, and amends provisions of existing variable interest guidance under ASC 810, “Consolidation”.

As a result of the changes, the financial statements of entities which meet the former definition of development stage entity will no longer: (1) present inception-to-date information in the statements of income, cash flows and stockholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Furthermore, ASU 2014-10 clarifies disclosures about risks and uncertainties under ASC Topic 275, “Risks and Uncertainties” that apply to companies that have not commenced planned principal activities. Financially, variable interest entity rules no longer contain an exception for development stage entities and, as a result, development stage entities will have to be evaluated for consolidation in the same manner as non- development stage entities. These changes are effective for annual reporting periods beginning after December 15, 2014 and interim periods therein for public companies. Early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not been issued (public business entities) or made available for issuance (other entities). The Company has elected to early adopt.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” or ASU 2014-15, amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures.

Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. These changes are effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter, and early adoption is permitted. The Company has elected not to early adopt and is currently evaluating the impact of adopting ASU 2014-15, but does not expect there to be any material impact on its financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Cost”. The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015 including interim periods within those annual periods. The Company is currently evaluating the impact of adopting ASU 2015-03.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases.” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU is expected to result in all operating leases being capitalized in the Company’s financial statements. The Company is currently evaluating the impact of adopting ASU 2016-02.

The results presented for the three and nine -month periods ended September 30, 2016 and 2015 are not necessarily indicative of the results that may be expected for any future period.

The unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2016 and 2015, have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) interim financial statements do not contain any untrue statement of material fact or omit or state a material act required to be stated or that is necessary to make a financial statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

Management is responsible for establishing and maintaining disclosure controls and procedures for the Company. Based on an evaluation of the Company's disclosure controls and procedures as of the end of the period covered by this MD&A, management believes that such controls and procedures rare effective in providing reasonable assurance that material items requiring disclosure are identified and reported in a timely manner.

OVERALL PERFORMANCE

The Company recorded a net loss from operations of $337,330 for the nine month period ended September 30, 2016 compared to a net loss from operations of $1,154,523 for the nine month period ended September 30, 2015.

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Selected Financial Information

    Unaudited
Nine months ended
 
    September 30,  
    2016     2015  
                                                                                                                                                                                        $     $    
Revenue   7,788     nil  
Net loss   337,330     1,154,523  
Weighted average number of common shares   32,577,536     27,004,368  
Basic and diluted loss per share   0.01     0.04  

    As at  
    Unaudited
September 30,
    December 31,  
    2016     2015  
                                                                                                                                                                                      $     $    
Bank indebtedness   44,518     5,740  
Total assets   206,643     26,758  
Total liabilities   647,960     285,491  
Working capital deficit   596,505     262,070  

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2015

Net sales were $7,788 for the three months ended September 30, 2016 and $nil for the three months ended September 30, 2015. The revenue was from taking over the operations of the BioGrid on August 13, 2016.

The net loss for the three month period ended September 30, 2016 was $135,808 compared to $151,217 for the three month period ended September 30, 2015, a reduction of $15,409. This was primarily due to the revenue generated in the current period and a reduction in total operating expenses overall.

The operating expenses decreased by $7,621 from $151,217 for the three month period ended September 30, 2015 to $143,596 for the three month period ended September 30, 2016. In the three months ended September 30, 2016, the company incurred operations and maintenance expenses for operating the BioGrid of $30,975 and additional office and administration expenses of $9,409 primarily due to expenses incurred relating to interest on the loans payable to related parties of $4,882 and additional bank charges of $9,595 as a result of arranging the financing for the letter of credit, offset by lower professional fees due primarily to lower legal fees relating to services in connection with the Form S-4 filing.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2015

Net sales were $7,788 for the nine months ended September 30, 2016 and $nil for the nine months ended September 30, 2015. The revenue was from taking over the operations of the BioGrid on August 13, 2016.

The net loss for the nine months ended September 30, 2016 was $337,330 compared to $1,154,523 for the nine months ended September 30, 2015, a reduction of $817,193. This was primarily due to the share-based compensation recorded in the nine months ended September 30, 2015 of $800,000 and no share-based compensation recorded in the nine months ended September 30, 2016.

The operating expenses decreased by $809,405 from $1,154,523 for the nine months ended September 30, 2016 to $345,118 for the nine months ended September 30, 2016, primarily, as noted above, the absence of share-based compensation in the current nine months ended September 30, 2016. Professional fees decreased by $45,122 from $183,926 for the nine months ended September 30, 2015 to $138,804 for the nine months ended September 30, 2016, primarily due to lower legal fees relating to services in connection with the Form S-4 filing, offset by higher consulting fees in connection with a contract with an individual for networking, introductory and sales services, an increase of $26,327. Office and administration increased by $10,739 from $64,928 in the nine months ended September 30, 2015 to $75,667 for the three months ended September 30, 2016 primarily due to increased bank and other charges on the letter of credit financing and interest on the loans to related parties.

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OUTSTANDING SECURITY DATA

At September 30, 2016, the Company had an unlimited number of common shares authorized, without par value, and 33,446,346 (December 31, 2015-31,547,346) common shares issued and outstanding. On the date of this filing, the Company had 33,868,607 common shares issued and outstanding.

To the knowledge of the directors and executive officers of the Company, the common shares of the Company are widely held.

STOCK OPTIONS AND WARRANTS

The Company has no stock options or warrants outstanding as at the date of this filing and as at September 30, 2016 and December 31, 2015.

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RELATED PARTY TRANSACTIONS

Loans Payable to Related Parties

    Unaudited
September 30, 2016
    December 31, 2015  
             
Silver Dragon Resources Ltd. $     $  -  
    45,744        
             
Travellers International Inc.   222,621     59,245  
             
  $ 268,365   $

59,245

 

Loans payable in the amount of $45,744 ($60,000 CAD) (December 31, 2015-$nil), owing Silver Dragon Resources Ltd., an Ontario company in which a director of the Company is also a director and chief executive officer, bear interest at the rate of 12% per annum are due on demand and unsecured. As at September 30, 2016, $813 (December 31, 2015-$nil), in interest is included in accrued liabilities. On December 5, 2016, the loans were repaid in full, on an interest free basis.

Loans payable in the amount of $222,621 ($292,000 CAD) (December 31, 2015-$59,245; $82,000 CAD), owing to Travellers, bear interest at the rate of 12% per annum are due on demand and unsecured. As at September 30, 2016, $8,685 (December 31, 2015-$682), in interest is included in accrued liabilities.

During the nine month period ended September 30, 2016, the Company incurred $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company and $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company. The balance of the management fees, in the amount of $27,266 ($36,000 CAD) (September 30, 2015-$28,577; $36,000 CAD), were paid to the Company’s chief financial officer. As at September 30, 2016, unpaid remuneration and unpaid expenses in the amount of $56,654 ($74,310 CAD) (December 31, 2015-$38,150; $52,802 CAD) is included in accounts payable and $44,982 ($59,000 CAD) (December 31, 2015-$18,261; $25,275 CAD) is included in accrued liabilities.

During the period, the Company incurred $23,858 ($31,500 CAD) (September 30, 2015-$21,433; $27,000 CAD) in rent paid to a company, Haute Inc., controlled by a director and president of the Company. Included in prepaid expenses and deposit, is a rental deposit of $2,668 ($3,500 CAD) (December 31, 2015-$nil). There are no other material terms of the lease arrangement.

The Company had one year consulting contracts with each of its three officers, which expired on October 31, 2015. The monthly payments for the three officers total $10,604 ($14,000 CAD). The Company extended the consulting contracts, at the same monthly amounts, on a month to month basis until new consulting contracts are completed.

On November 1, 2014, the Company entered into a one year premises lease agreement with Haute Inc., an Ontario company controlled by a director and president of the Company, expiring October 31, 2015. The monthly minimum payment was $2,287 ($3,000 CAD). The Company’s last month rental commitment was included in prepaid expenses and deposit on December 31, 2014 included on the consolidated balance sheets. The Company’s monthly rent continued at the same amount through December 2015. Subsequent to the year-end and effective January 1, 2016, the Company signed a new premises lease agreement with Haute Inc., for a period of one year at a minimum monthly amount of $2,668 ($3,500 CAD).

EXECUTIVE COMPENSATION

The summary of executive compensation is as follows:

               

Unaudited

       
          Three months           Nine months  
          ended           ended  
          September 30,           September 30,  
    2016     2015     2016     2015  
                         
Management fees $  32,180   $  32,009   $  95,432   $  100,019  

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2016, the Company had a cash balance of $nil and current debt obligations in the amount of $647,960 (December 31, 2015-$285,491). We do not currently have sufficient funds to satisfy our current debt obligations. Should our creditors seek or demand payment, we do not have the resources to pay or satisfy any such claims currently.

To pay our debts and to fund any future operations, we require significant new funds, which we may not be able to obtain. In addition to the funds we require to liquidate our $647,960 in current debt obligations, we estimate that we must raise approximately $900,000 to fund capital requirements and general corporate expenses for the next 12 months and $5,718,000 ($7,500,000 CAD) in capital costs for our new agreement with the BioGrid project.

On July 16, 2016, the Company finalized a financing commitment of up to $7,000,000 for its BioGrid project.

GOING CONCERN

These interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As at September 30, 2016, the Company had a working capital deficit of $596,505 (December 31, 2015-$262,070), incurred a net loss of $337,330 for the nine month period ended September 30, 2016 (2015- $1,154,523) and had an accumulated deficit of $2,233,616 (December 31, 2015-$1,896,286) and expects to incur further losses in the development of its business. These factors cast doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt; however, there is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.

On July 16, 2016, the Company finalized a financing commitment up to an amount of $7,000,000, on a best efforts basis and is awaiting funds to be advanced.

These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

2016 SHARE ISSUANCES

At September 30, 2016, the Company had an unlimited number of common shares authorized, without par value, and 33,446,346 (December 31, 2015-31,547,346) common shares issued and outstanding. On the date of this filing, the Company had 33,868,607 common shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

The Company has no stock options or warrants outstanding as at the date of this filing and as at September 30, 2016 and December 31, 2015.

OFF BALANCE SHEET TRANSACTIONS

During the nine month period ended September 30, 2016, and as of the date of this MD&A, the Company had no off-balance sheet arrangements. The Company has not entered into any specialized financial arrangements to minimize its interest rate and credit risk, liquidity risk and currency risk.

NEW ACCOUNTING POLICIES

During the nine month period ended September 30, 2016, the Company adopted the following new accounting policies:

Trade Receivables

Our receivables, which are recorded when billed, when services are performed or when cash is advanced, are claims against third parties that will be generally settled in cash. The carrying value of our receivables, net of allowance for doubtful accounts, represents the estimated realizable value. We estimate our allowance for doubtful accounts based on historical trends; type of customer, such as commercial or municipal; the age of outstanding receivables; and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been unsuccessful.

Revenue Recognition

Our revenues are generated from the fees we charge for waste collection and from the sale of electricity. The fees charged for our services are generally defined in our service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rates. We recognize revenue as services are performed and collection is reasonably assured.

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CRITICAL ACCOUNTING POLICIES

A summary of our significant accounting policies are disclosed in note 3 to the audited consolidated financial statements for the years ended December 31, 20154 and 2014.

We have identified below certain accounting policies that we believe are most important for the portrayal of our current financial condition and results of operations.

Use of estimates

The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. The Company regularly evaluates estimates and assumptions related to accruals and to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that is not readily apparent from other sources. Actual results could differ materially and adversely from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available.

Stock-based compensation

From time to time the Company grants options and/or warrants to management, directors, employees and consultants. The Company recognizes compensation expense at fair value. Under this method, the fair value of each warrant is estimated on the date of the grant and amortized over the vesting period, with the resulting amortization credited to accumulated paid in capital. The fair value of each grant is determined using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options and/or warrants is recorded in equity as share capital.

FINANCIAL RISKS

Financial risk

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk, interest rate risk and foreign currency risk.

Risk management is carried out by the Company’s management team with guidance from the Audit Committee under policies approved by the Board of Directors (the “Board”). The Board also provides regular guidance for overall risk management.

Credit risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and receivables. Cash is held with a Canadian chartered bank, from which management believes the risk of loss to be minimal. In the opinion of management, the Company is not exposed to significant credit risks arising from its financial instruments. The Company also controls its exposure related to trade receivables by discontinuing service, to the extent allowable, to non-paying customers. As at September 30, 2016, we had two customers representing greater than 5% of total accounts receivable.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they become due. The Company’s liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow from its financing activities. As at September 30, 2016, the Company had bank indebtedness of $44,518 (December 31, 2015-bank indebtedness of $5,740, and did not have the ability to settle liabilities of $647,960 (December 31, 2015-$285,491). All of the Company’s financial liabilities have contractual maturities of less than thirty days and are subject to normal trade terms. The Company regularly evaluates its cash position in an effort to preserve and secure its capital as well as liquidity.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

Interest rate risk

The Company has a term deposit and interest-bearing debt. The Company’s current policy is to invest excess cash in interest bearing accounts at major Canadian chartered banks. The Company periodically monitors the investments it makes and is satisfied with the creditworthiness of its Canadian chartered bank.

Foreign currency risk

The Company’s functional and reporting currency is the United States dollar (“USD”). The Company raises funds for its operations in both USD and Canadian dollars (“CAD”) and currently incurs operating and administrative expenses in USD and CAD. The Company maintains a USD and a CAD bank account along with a CAD term deposit in a Canadian chartered bank. The Company does not hedge its foreign currency risk, as management does not believe the foreign currency risk derived from currency conversions to be material. As at September 30, 2016, $445,096 (December 31, 2015-$224,269), of the Company’s net monetary liabilities are denominated in CAD.

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RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by us as of the specified date or possibly early adopted, where permitted. Where it is determined that a new accounting standard or interpretation affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows.

CAPITAL RISK MANAGEMENT

The Company manages its capital with the following objectives:

(i)

to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and

   
(ii)

to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structures by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposal of assets. The capital structure is reviewed by management and the Board on an ongoing basis.

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The Company considers its capital to be stockholders’ deficiency, which comprises common stock, accumulated deficit and comprehensive loss.

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on its activities. Selected information is provided to the Board. The Company’s capital management objectives, policies and processes have remained unchanged during the nine months ended September 30, 2016.

The Company is not subject to any capital requirements impose by a lending institution or regulatory body.

Trend

There are significant uncertainties regarding the world financial markets and the availability of equity financing for the purpose of funding potential ongoing projects. The future performance of the Company is tied to the overall financial markets as well as identifying new projects. Apart from the risk noted hereunder, management is not aware of any other trends, commitments, events or uncertainties that would have a material adverse effect on the Company’s business, financial condition or results of operations.

No active business operations

The Company is focused on identifying new projects, immediately, in municipalities of Ontario and subsequently, across the Country. The Company cannot offer any assurances that it will ever find another business opportunity that management determines to be worth pursuing. The Company can also offer no assurance that if it identifies a new project and/or completes the acquisition of another business, it will be able to do so on commercially reasonable terms in a manner that is advantageous to its shareholders.

The Company has never engaged in the profitable operation of a business, and there can be no assurance that it will ever be able to do so. There is no guarantee that the Company will develop and sustain a suitable business operation.

Failure to obtain additional financing and going concern uncertainty

To date, the Company has not had positive cash flow from operations. The Company’s available cash has been used and will continue to be used to fund negative cash flow. No assurance can be given that the Company will ever generate a positive cash flow from operations.

Currently, the Company does not have sufficient funds to finance its current administration for the next twelve months. Further financing will be required to fund its ongoing operations and working capital deficiency. While there is no assurance that these funds can be raised, the Company believes such financing will be available as required. The Company’s ability to continue operations is dependent on the Company’s ability to secure additional financing. The Company is actively pursuing such additional financing on terms that are favorable, and while it has been successful in securing financing for its current project, the BioGrid , which the Company’s wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., assumed control over operations effective August 13, 2016, there can be no assurance it will be able to do so in the future. Additional financing may not be available when needed or, even, if available, the terms of such financing might not be favorable to the Company and might involve substantial dilution to existing shareholders. Failure to obtain additional financing on a timely basis could have a material adverse effect on the Company’s business and financial condition and affect its ability to continue as a going concern.

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Management

The success of the Company is largely dependent on the performance of its directors and officers. There is no assurance that the Company can maintain the services of its directors and officers or other qualified personnel required to operate the business. The loss of the services of these persons could have a material adverse effect on the Company and its prospects.

Dividends

The Company has not paid any dividends on its common shares since incorporation and does not anticipate paying any dividends on its common shares in the foreseeable future. The Company has a limited operating history and there can be no assurance of its ability to operate its projects profitably.

Business

Overview

SusGlobal Energy Corp. (“SusGlobal Energy Canada”) was formed by articles of amalgamation on December 3, 2014, in the province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp. (“Old SusGlobal”, a company in the start-up stages and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company that was formed in Ontario, Canada on June 19, 2000 amalgamated to continue business under the name of SusGlobal Energy Corp. We are a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application.

With the growing amount of organic wastes being produced by society as a whole, a solution for sustainable global management of these wastes must be achieved. SusGlobal Energy Canada through its proprietary technology and processes is equipped and confident to deliver this objective.

We believe renewable energy is the energy of the future. Sources of this type of energy are more evenly distributed over the earth’s surface than finite energy sources, making it an attractive alternative to petroleum based energy. Biomass, one of the renewable resources, is derived from organic material such as forestry, food, plant and animal residuals. SusGlobal Energy Canada can therefore help you turn what many consider waste into precious energy. The portfolio will be comprised of three distinct types of technologies: (a) Process Source Separated Organics (“SSO”) in anaerobic digesters to divert from landfills and recover biogas. This biogas can be converted to gaseous fuel for industrial processes, electricity to the grid or cleaned for compressed renewable gas. (b) Increasing the capacity of existing infrastructure (anaerobic digesters) to allow processing of SSO to increase biogas yield. (c) Utilize recycled plastics to produce liquid fuels.

The convertibility of organic material into valuable end products such as biogas, liquid biofuels and compost shows the utility of renewable energy. These products can be converted into electricity, fuels and marketed to agricultural operations that are looking for an increase in crop yields, soil amendment and environmentally-sound practices. This practice also diverts these materials from landfills and reduces greenhouse gas emissions that result from landfilling organic wastes.

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We can provide peace of mind that the full lifecycle of organic material is achieved, global benefits are realized and stewardship for total sustainability is upheld.

Our project and services offered can benefit the public and private markets. The following includes some of our work managing organic waste streams: Anaerobic Digestion, Dry Digestion, Biogas production, Wastewater Treatment, In- Vessel Composting, SSO Treatment, Biosolids Heat Treatment and Composting.

We provide a full range of services for handling organic residuals in a period where innovation and sustainability are paramount. From start to finish we offer in-depth knowledge, a wealth of experience and cutting-edge technology for handling organic waste.

The primary focus of the services we provide includes identifying idle or underutilized anaerobic digesters and integrating our technologies with capital investment to optimizing the operation of the existing digesters to reach their full capacity for processing SSO. Our processes not only divert significant organic waste from landfills, but also result in methane avoidance, with significant Greenhouse Gas (“GHG”) reductions from waste disposal. The processes also produce renewable energy through the conversion of wastewater biosolids and organic wastes in the same equipment (co-digestion) and valuable end products such as biogas, electricity and organic fertilizer, considered Class A organic fertilizer.

Currently, our primary customers are municipalities in both rural and urban centers throughout southern and central Ontario, Canada. Much of the research and development that has been carried out has been completed by our Chief Executive Officer through multiple projects carried out on projects prior to the formation of SusGlobal. Where necessary, to be in compliance with Provincial and local environmental laws and regulations, we submit applications to the respective authorities for approval prior to any necessary engineering is carried out. The application for environmental approval, for our current project, the BioGrid, which is an amendment to an already existing environmental permit, has been submitted and we are awaiting final approval.

We currently have a total of five (5) employees, all performing services under consulting contracts, of which three (3) are executive officers.

There are no legal proceedings to which the Company or any of its property is the subject.

Products and Services

On August 13, 2016, the Company’s wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., took over operation of the biodigestor and electricity generating facility (the “BioGrid”) located in Owen Sound, Ontario, Canada. The expansion and operation agreement for the BioGrid, a facility owned by the Township of Georgian Bluffs and the Township of Chatsworth, was signed by the company on June 7, 2016 (see below).

On July 16, 2016, the Company and Phoenix Capital Partners Inc. (“Phoenix Capital”), finalized a financing commitment of up to $7,000,000, on a best efforts basis, through the issuance of up to 140 senior convertible debentures (the Debentures”), with an annual interest rate of 9%, commencing thirty days after the funds are advanced, payable monthly, due five years from the issuance date, with a 6% financing fee to the selling agent (the “Agent Fee”) and 2% to Phoenix Capital in cash and 6% to Phoenix Capital of the gross amount payable in common stock of the Company (valued at $5 per common share and restricted for twelve months from the date of issue) (the “Faciliation Fee”), based on the receipt of funding for the BioGrid financing. The financing is secured by a first ranking registered security registration against the Company and all of its assets including all ownership positions in its subsidiaries. The proceeds will be used to fund the equipment and upgrades for the BioGrid. The debenture holders have the option to convert after issuance, upon thirty days’ notice, into common stock of the Company at a mutually agreed conversion price of $5 per share. There are also forced conversion features providing for conversion into common stock of the Company, should the Company’s trading price of the common stock remain at $10 or higher for twenty consecutive trading days, at a price of $5 per common stock. Further, there is a redemption option for the Company to redeem the shares, at the earliest, one year after issuance and upon thirty days’ notice (the “Redemption Notice”), for all or part of the issued Debentures, with a ninety day interest penalty calculated on the amount being redeemed on an annualized basis. Upon receipt of the Redemption Notice, the debenture holders have the option to exercise their conversion option at the applicable conversion price no later than ten days prior to the redemption date.

The financing also includes certain general conditions, closing conditions, documentation and ongoing reporting requirements. And, the Company is also responsible for additional closing costs, including legal expenses, up to a maximum of $19,060 ($25,000 CAD), of which $11,361 ($15,000 CAD) was invoiced and paid.

The scheduled advances for the first four tranches, consisting of a minimum of $1,000,000 on or before August 10, 2016, $2,000,000 on September 28, 2016, $2,000,000 on October 28, 2016 and $2,000,000 on November 28, 2016, have not yet been advanced to the Company and as such, the Company and Phoenix Capital are renegotiating new funding dates for these and subsequent advances.

On June 7, 2016, the Company announced that its wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., signed an expansion and operation agreement for the biodigester and electricity generating facility (the “BioGrid”), with the Township of Georgian Bluffs and the Township of Chatsworth Joint BioGrid project, located near Owen Sound, Ontario, Canada. Effective June 1, 2016, SusGlobal Energy Canada I Ltd. entered into a twenty-five year agreement to construct, maintain and operate the BioGrid, which is automatically renewable for two additional five year periods each, unless either party provides a written notice of termination. SusGlobal Energy Canada I Ltd. has until August 12, 2016 to finalize the necessary financing commitment of $5,718,000 ($7,500,000 CAD). SusGlobal Energy Canada I Ltd. took over operation of the BioGrid on August 13, 2016.

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There are no legal proceedings to which the Company or any of its property is subject.

Corporate Information

Our principal executive offices are located at 200 Davenport Road, Toronto Ontario M5R 1J2 Canada and our telephone number is (416) 223-8500.

Management and Corporate Governance

Board of Directors

Upon consummation of the Domestication, our board approved Delaware bylaws which permit our Board of Directors to set the size of the Board at not less than 1 director. Our Board of Directors currently consists of three directors. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough so that we get a diverse set of perspectives and experiences around our board room. Our bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast.

Each director on our Board of Directors will serve a one-year term or until their successor has been duly elected and qualified, subject to their earlier death, resignation, disqualification or removal. Pursuant to the DGCL and our bylaws, in general, any vacancies on our Board of Directors resulting from death, retirement, resignation, disqualification, removal or other cause may be filled only by an affirmative vote of a majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director. Our current directors are as follows:

Name Age Position
Marc Hazout 52 Chairman of the Board, President and
    Director
Gerald Hamaliuk 70 Chief Executive Officer and Director
Vincent Ramoutar 54 Director

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We believe that each of our directors possesses the experience, skills and qualities to fully perform his duties as a director and contribute to our success. Our directors were nominated because each is of high ethical character, highly accomplished in his field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner. Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

Gerald Hamaliuk , age 70 has served as Chief Executive Officer and as a member of the board of directors of the Company since December 2014. Since 2001, Mr. Hamaliuk has served as the president of Landfill Gas Canada Oakville (Canada), Shenzhen (China), Kuala Lumpur (Malaysia), a company that utilizes Canadian biogas technology to develop renewable energy projects that reduce greenhouse. gas emissions in developing countries in Asia. From 1997 to 2001, Mr. Hamaliuk was a vice-president industrial division/business development Engineer at Kilborn Engineering Inc. and SNCLavalin after SNC acquired Kilborn in 1997.

The determination was made that Mr. Hamaliuk should serve our Board of Directors because of his extensive experience in the services the Company intends to offer.

Mr. Marc Hazout, age 52, has served as Chairman and President of SusGlobal Energy since it was founded in 2014. Since 2005, Mr. Hazout has also served as the Chief Executive Officer, President, principal financial and accounting officer and a director of Silver Dragon Resources Inc., a company whose common stock is quoted on the OTC marketplace and is engaged in the acquisition and exploration of silver and other mineral properties. Mr. Hazout has over 15 years of experience in public markets, finance and business operations. Over the past several years, Mr. Hazout has been involved in acquiring, restructuring and providing management services as both a director and an officer to several publicly traded companies. In 1998, Mr. Hazout founded and has been President and CEO of Travellers International Inc. (“Travellers”), a private investment banking firm headquartered in Toronto. Over the past several years, Travellers has focused on building relationships in China with the objective of participating in that country’s growth opportunities. Mr. Hazout attended York University in Toronto studying International Relations and Economics. Mr. Hazout speaks English, French and Hebrew, as well as some Spanish and Italian.

The determination was made that Mr. Hazout should serve on our Board of Directors because he possesses significant experience in securities and capital markets and brings an extensive network of relationships in China.

Vincent Ramoutar , age 54, is a seasoned executive and an inventor who has gained exposure in several high-tech businesses in an entrepreneurial startup environment. Having co-founded or worked in six startup companies. Vincent’s specialties include raising capital for startups, corporate strategy, marketing, and business development. Mr. Ramoutar has been involved in several energy and resources companies as an adviser since 2007 and has provided management services and partnerships in the European public markets with focus on raising capital and growth opportunities. Mr. Ramoutar obtained a Bachelor of Science degree in computer science from New York Institute of Technology (magna cum laude), New York.

The determination was made that Mr. Ramoutar should serve on our Board of Directors because he possesses significant experience in securities and capital markets and brings an extensive network of relationships in several technology markets.

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Corporate Governance

Corporate Governance Guidelines

Our Board of Directors is responsible for overseeing the management of our company.

The Board’s principal responsibilities are to supervise and evaluate management, to oversee the conduct of SusGlobal’s business, to set policies appropriate for the business and to approve corporate strategies and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing shareholder value.

Director Independence

Based on information provided by each director concerning his background, employment, and affiliations, we believe that Vincent Ramoutar is “independent” as that term is defined under the Nasdaq Marketplace Rules.

Board Committees

Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. Copies of the committee charters of each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee setting forth the responsibilities of the committees can be found under the Corporate Governance section of our website at www.susglobalenergy.com and such information is also available in print to any stockholder who requests it from us. Our website is not incorporated into this prospectus.

Audit Committee

The Audit Committee was established to assist the Board in fulfilling its oversight responsibilities in the following principal areas: (1) accounting policies and practices, (2) the financial reporting process, (3)financial statements provided by SusGlobal to the public, (4) risk management including systems of accounting and financial controls, (5) appointing, overseeing and evaluating the work and independence of the external auditors, and (6) compliance with applicable legal and regulatory requirements. The Audit Committee currently consists of Mr. Ramoutar.

Compensation Committee

The Compensation Committee is responsible for setting and administering the policies and programs that govern both annual compensation and stock option programs for the executive officers and directors of SusGlobal. The Compensation Committee is also responsible for providing oversight with regard to the corporation’s various programs of compensation, including all incentive plans, stock option plans and stock purchase plans. The Compensation Committee currently consists of Mr. Ramoutar.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee was established to assist the Board in its responsibilities relating to reviewing SusGlobal’s operational compliance with applicable legal requirements and sound ethical standards. The Corporate Governance and Nominating Committee currently consists of Mr. Ramoutar.

Code of Ethics

We have adopted a Code of Conduct and Ethics that applies to our officers, employees and consultants and a Financial Management Code of Conduct for our Chief Executive Officer, Chief Financial Officer and senior financial officers. Our Code of Conduct and Ethics and our Financial Management Code of Conduct are available on our website at www.susglobalenergy.com or upon request to the Company’s corporate secretary.

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Executive Officers

Set forth below is certain information relating to our current executive officers and key employees. Biographical information for Messrs. Hamaliuk and Hazout is set forth above under Board of Directors.

Name Age Title
Gerald Hamaliuk 70 Chief Executive Officer and Director
Marc Hazout 52 Chairman and President
Ike Makrimichalos 60 Chief Financial Officer

Ike Makrimichalos, age 60 has been the Chief Financial Officer at the Company since 2014. Since July 2013, Mr. Makrimichalos has been the controller at Silver Dragon Resources Inc., a company whose common stock is quoted on the OTC marketplace and is engaged in the acquisition and exploration of silver and other mineral properties. Since July 2011, Mr. Makrimichalos has been the Chief Financial Officer at Auto Sector Retiree Health Care Trust. From September 2011 to November 2013, Mr. Makrimichalos was the Chief Financial Officer of Royal Standard Minerals Inc., a mining exploration company whose common stock is quoted on the OTCPink marketplace. From November 2009 to September 2011, Mr. Makrimichalos was the controller at Mukuba Resources Limited, a mining company whose common stock is quoted on the NEX. Mr. Makrimichalos left public practice in 2008, after serving over twenty seven years with Deloitte & Touche LLP. Mr. Makrimichalos received a Bachelor of Arts from the University of Toronto and became a Chartered Accountant in December 1986.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

  1.

any bankruptcy petition filed by or against such person or any business of which such person wasa general partner or executive officer either at the time of the bankruptcy or within two years pr ior to that time;

     
  2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

     
  3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

     
  4.

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Executive Compensation

Summary Compensation Table

The following table sets forth certain summary information with respect to the compensation paid to the Company’s Chief Executive Officer, President and Chief Financial Officer for services rendered in all capacities to the Company for the fiscal year ended December 31, 2015 and 2014. Other than as listed below, the Company had no executive officers whose total annual salary and bonus exceeded $100,000 for that fiscal year:

Summary Compensation Table

Name and
principal
position
  Year     Salary
($)
    Bonus
($)
    Stock
awards 
($)
    Option
awards
($)
    Non-equity
incentive plan
compensation ($)
    Nonqualified
deferred
compensation
earnings
($)
    All other
compensation
($)
    Total
($)
 
                                                       
(a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)  
                                                       
Gerald
Hamaliuk
  2015     46,998         100,000                     146,998  
                                                       
Chief
Executive
Officer
  2014     4,050                               4,050  
                                                       
Marc Hazout   2015      46,998         50,000                     96,998  
                                                       
    2014     14,959                                         14,959  
Ike
Makrimichal
os
  2015     37,598         50,000                     87,598  
                                                       
Chief
Financial
Officer
  2014     3,241                             3,241  

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Employment, Consulting and Management Agreements

Pursuant to consulting agreements (the “ Consulting Agreements ”) dated November 1, 2014, the Company engaged (i) Travellers International Inc. and Marc Hazout to provide the services of executive chairman and president of the Company, (ii) Ike Makrimichalos to provide the services of chief financial officer of the Company, and (iii) Landfill Gas Canada Ltd. and Gerald Hamaliuk to provide the services of chief executive officer of the Company (the counterparties to each Consulting Agreement are referred to as “ Consultants ”).

Under the Consulting Agreements, each of (i) Travellers International Inc. together with Marc Hazout and (ii) Landfill Gas Canada Inc. together with Gerald Hamaliuk is entitled to fees of $5,000 (CAD) per month and Ike Makrimichalos is entitled to fees of $4,000 (CAD) per month. In addition, the Company agreed, subject to approval of the Company’s chief executive officer and the Board, to grant the Consultants under each Consulting Agreement 500,000 common shares of the Company. The Company has also agreed to reimburse each consultant for certain out-of-pocket expenses incurred by the Consultant.

Each Consulting Agreement has a term of one year and provides that, if the Company terminates the Consulting Agreement the Consultant is entitled to be paid six months’ compensation as well as any bonus compensation owing. Upon Constructive Discharge (as defined in the Consulting Agreements) and subject to certain notification requirements and the Company’s opportunity to cure the Constructive Discharge, the Consultant is entitled to six months’ compensation as well as any bonus compensation owing. The three consulting agreements have been extended at the same monthly amounts, on a month to month basis until new consulting agreements are completed.

Stock Option Plan

The Board has adopted a stock option plan (the “ Plan ”) to encourage common share ownership in the Company by directors, officers, employees and consultants of the Company. Under the Plan, the total number of common shares that are reserved and set aside for issuance under the Plan and pursuant to any other management options outstanding may not exceed 10% of the number of issued and outstanding common shares at the date of the grant, and the number of shares reserved for issuance to any one person may not exceed 5% of the number of issued and outstanding common shares at the date of the grant.

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Under the Plan, options may be granted only to directors, officers, employees and consultants of the Company or its affiliates or to a personal holding company of such an optionee, and options are non-assignable. At the time that a grant of options is approved, the Board shall fix the exercise price of such options at a price that is not lower than the fair market value of the common shares at the time of the grant. Full payment of the exercise price must be made upon the exercise of the options.

Options granted under the Plan shall have a term of no longer than five years. No options have been granted under the Plan.

Director Compensation Policy

The Company does not currently have a director compensation policy, but, during the year ended December 31, 2015, the three founding directors were compensated for services rendered through the issuance 6,000,000 common shares, of the Company, determined to be valued at $600,000. And, a new director, who is no longer a director due to health reasons, effective December 2015, was compensated for services rendered through the issuance of 100,000 common shares of the Company, determined to be valued at $10,000.

Director Compensation

Name   Fees
earned or paid in cash($)
   
Stock|
awards($)
    Option
awards($)

  Non-equity
incentive plan
compensation ($)
    Nonqualified
deferred
compensation
earnings ($)
    All other
compensation($)
    Total($)  
                                           
(a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)  
                                           
Marc Hazout   -     200,000     -     -     -     -     200,000  
                                           
Gerald Hamaliuk   -     200,000     -     -     -     -     200,000  
                                           
Vincent Ramoutar   -     200,000     -     -     -     -     200,000  

There are no outstanding equity awards as of December 31, 2015 and as at the date of this filing.

Related Party Transactions

During the year, the Company incurred $46,998 ($60,000 CAD) (2014-$14,959; $16,677 CAD) in management fees charged by Travellers and $46,998 ($60,000 CAD) (2014-$4,050; $4,677 CAD) in management fees charged by LFGC. The balance of the management fees, in the amount of $37,598 ($48,000 CAD) (2014-$3,241; $3,742 CAD), were charged by the Company’s chief financial officer. As at December 31, 2015, unpaid remuneration and unpaid expenses in the amount of $38,150 ($52,802 CAD) (2014-$1,861; $2,159 CAD) is included in accounts payable and $18,261 (2014-$4,710; $5,464 CAD) is included in accrued liabilities.

During the year, the Company incurred $28,199 ($36,000 CAD) (2014-$2,430; $2,806CAD) in rent paid under a rental agreement to Haute Inc., a company controlled by a director and president. Included in prepaid expenses and deposit, is a rental deposit of $nil (2014-$2,586; $3,000 CAD), in connection with this rental agreement.

During the year, the Company issued 8,100,000 common shares of the Company to certain directors and officers for services provided, determined to be valued at $810,000. These amounts are disclosed as stock-based compensation in the consolidated statements of operations and comprehensive loss.

These transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value.

In addition, a loan payable in the amount of $59,245 ($82,000 CAD), advanced to the Company on November 20, 2015, bearing interest payable at 12% per annum, is due on demand, unsecured and is payable to Travellers. As at December 31, 2015, $682 (2014-$nil), in interest is included in accrued liabilities.

During the nine month period ended September 30, 2016, the Company incurred $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company and $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company. The balance of the management fees, in the amount of $27,266 ($36,000 CAD) (September 30, 2015-$28,577; $36,000 CAD), were paid to the Company’s chief financial officer. As at September 30, 2016, unpaid remuneration and unpaid expenses in the amount of $56,654 ($74,310 CAD) (December 31, 2015-$38,150; $52,802 CAD) is included in accounts payable and $44,982 ($59,000 CAD) (December 31, 2015-$18,261; $25,275 CAD) is included in accrued liabilities.

During the nine month period ended September 30, 2016, the Company incurred $23,858 ($31,500 CAD) (September 30, 2015-$21,433; $27,000 CAD) in rent paid to a company controlled by a director and president of the Company. Included in prepaid expenses and deposit, is a rental deposit of $2,668 ($3,500 CAD) (December 31, 2015-$nil).

In addition, on August 19, 2016, Travellers International Inc. (“Travellers”), an Ontario company controlled by the president and director of the Company, provided a further loan in the amount of $160,104 ($210,000 CAD) which was required to initiate a letter of credit in the amount of $152,480 ($200,000 CAD), in favour of the Township of Georgian Bluffs and the Township of Chatsworth. The letter of credit was a requirement of the BioGrid agreement noted below. Fees for the letter of credit included $7,624 ($10,000 CAD) incurred and charged by Travellers and $2,287 ($3,000) charged by the Company’s chartered bank. As at September 30, 2016, loans payable in the amount of $222,621 ($292,000 CAD) (December 31, 2015-$59,245 ($82,000 CAD)), were outstanding.

And, on August 2, 2016 $20,585 ($27,000) and on August 11, 2016 $25,159 ($33,000), was provided to the Company by Silver Dragon Resources Ltd., an Ontario company in which a director of the Company is also a director and chief executive officer, bear interest at the rate of 12% per annum are unsecured and due on demand. As at September 30, 2016, $813 (December 31, 2015-$nil), in interest is included in accrued liabilities. As at September 30, 2016, loans payable in the amount of $45,744 ($60,000 CAD) (December 31, 2015-$nil), were outstanding. On December 5, 2016, the loans were repaid in full, on an interest free basis.

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Beneficial Ownership

The following table sets forth certain information regarding beneficial ownership of SusGlobal Energy Corp’s securities as of December 21, 2016:

  by each person who is known by us to beneficially own more than 5% of our securities;
  by each of our officers and directors; and
  by all of our officers and directors as a group.

          Amount And        
          Nature Of     Approximate  
          Beneficial     Percent of  
Title Of Class Name And Address Of Beneficial Owner (1)     Ownership (2)   Class (%)  
Common   Marc Hazout     7,920,000     23.38%  
Common   Ike Makrimichalos     500,000     1.48%  
Common   Gerald Hamaliuk     3,300,000     9.74%  
Common   Vincent Ramoutar     2,000,000     5.91%  
Common   All officers and directors as a group (4
Persons)
    13,720,000     40.51%  

(1)

Except as noted above, the address for the above identified officers and directors of the Company is c/o 200 Davenport Road, Toronto, ON, Canada M5R 1J2.

   
(2)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the shares shown. Except where indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of voting securities shown as beneficially owned by them. Percentages are based upon the assumption that each shareholder has exercised all of the currently exercisable options he or she owns which are currently exercisable or exercisable within 60 days and that no other shareholder has exercised any options he or she owns.

The above-referenced table is based on 33,868,607 issued and outstanding shares of common stock on December 21, 2016.

Description of Capital Stock; Comparison of Rights

The following description of the SusGlobal Energy Delaware capital stock (common and preferred) reflects our capital stock as it will exist from and after the Effective Time, as governed by our new certificate of incorporation and bylaws and by Delaware law. We also identify the material differences between the rights of shareholders of SusGlobal Energy Canada and SusGlobal Energy Delaware. These descriptions are a summary only.

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General

We are currently an Ontario company incorporated under the laws of Ontario. We were incorporated on October 7, 2014.

Authorized Share Capital

Until the Effective Date, we will not have any Delaware Capital Stock and will not exist as a Delaware entity. Upon the effectiveness of the Domestication, SusGlobal Delaware’s authorized capital stock will consist of 150,000,000 shares of common stock par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $.0001 per share.

Common Stock

Voting. Each holder of SusGlobal Energy Delaware common stock will generally be entitled to one vote for each share of common stock owned of record on all matters submitted to a vote of stockholders of SusGlobal Energy Delaware. Except as otherwise required by law, holders of common stock (as well as holders of any preferred stock entitled to vote with the common stockholders) will generally vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors. There will be no cumulative voting rights with respect to the election of directors or any other matters.

Dividends and distributions . Subject to applicable law and the rights, if any, of the holders of any series of preferred stock of SusGlobal Energy Delaware then outstanding, the holders of SusGlobal Energy Delaware common stock will have the right to receive dividends and distributions, whether payable in cash or otherwise, as may be declared from time to time by its Board of Directors, from legally available funds.

Liquidation, dissolution or winding up. Subject to applicable law and the rights, if any, of the holders of any series of preferred stock of SusGlobal Energy Delaware then outstanding, in the event of the liquidation, dissolution or winding-up of SusGlobal Energy Delaware, holders of its common stock will be entitled to share ratably in proportion to the number of shares of common stock held by them in the assets available for distribution after payment or reasonable provision for the payment of all creditors.

Other provisions . There will be no redemption provisions or sinking fund provisions applicable to the common stock of SusGlobal Energy Delaware.

The rights, preferences, and privileges of the holders of the SusGlobal Energy Delaware common stock will be subject to, and may be adversely affected by, the rights, preferences and privileges of the holders of any series of preferred stock of SusGlobal Energy Delaware.

Shares Reserved For Future Issuances

We do not have any outstanding warrants or options.

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Preferred Stock

Under the New SusGlobal Delaware certificate of incorporation, our Board of Directors will be authorized by resolution to create and issue one or more series of preferred stock of SusGlobal Energy Delaware, and, with respect to each series, to determine the number of shares constituting the series and the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, which may include dividend rights, conversion or exchange rights, voting rights, redemption rights and terms and liquidation preferences, without stockholder approval. Our Board of Directors may therefore create and issue one or more series of preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock and which could have certain anti-takeover effects. Before SusGlobal Energy Delaware may issue any series of preferred stock, its Board of Directors will be required to adopt resolutions creating and designating such series of preferred stock.

Delaware Anti-Takeover Laws and the New SusGlobal Energy Delaware Certificate of Incorporation and bylaws

The SusGlobal Energy Delaware certificate of incorporation and bylaws contain provisions that may prevent or discourage a third party from acquiring SusGlobal Energy Delaware, even if the acquisition would be beneficial to its stockholders. The Board of Directors of SusGlobal Energy Delaware have the authority to fix the rights, powers and preferences of shares of one or more series of preferred stock of SusGlobal Energy Delaware and to issue such shares without a stockholder vote.

SusGlobal Energy Delaware is subject to Section 203 of the DGCL. Section 203 prohibits SusGlobal Energy Delaware from engaging in any business combination (as defined in Section 203) with an “interested stockholder” for a period of three years subsequent to the time that the stockholder became an interested stockholder unless:

 

prior to such time, the corporation’s Board of Directors approve either the business combination or the transaction in which the stockholder became an interested stockholder;

   

 

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock (with certain exclusions);

or

56


  at or after the person becomes an interested stockholder, the business combination is approved by the corporation’s Board of Directors and authorized by a vote of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

For purposes of Section 203, an “interested stockholder” is defined as an entity or person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) beneficially owning 15% or more of the outstanding voting stock of the corporation, based on voting power, and any entity or person affiliated with or controlling or controlled by such an entity or person.

A “business combination” includes mergers, asset sales and other transactions resulting in financial benefit to a stockholder. Section 203 could prohibit or delay mergers or other takeover or change of control attempts with respect to us and, accordingly, may discourage attempts that might result in a premium over the market price for the shares held by stockholders.

Such provisions may have the effect of deterring hostile takeovers or delaying changes in control of management of SusGlobal Energy Delaware.

Indemnification

Section 145 of the Delaware General Corporation Law, or the Delaware Law, provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation — a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Under Section 145 of the Delaware Law, a corporation shall indemnify an agent of the corporation for expenses actually and reasonably incurred if and to the extent such person was successful on the merits in a proceeding or in defense of any claim, issue or matter therein.

Section 145 of the Delaware Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. Our certificate of incorporation provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware Law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling our company pursuant to such provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Securities Act Restrictions On Resale Of SusGlobal Energy Delaware Common Stock

As of the effective date of the Registration Statement that this prospectus forms a part of, the outstanding shares of common stock of SusGlobal Energy Delaware will have been registered under the Securities Act, and holders of shares of such stock who are not affiliates of the Company may freely resell their stock under the Securities Act. Holders of such shares of such stock who are affiliates of the Company, however, will not be permitted to resell their shares unless an exemption from registration under the Securities Act, such as Rule 144 thereunder, is available. In general, Rule 144 will permit an affiliate of the Company to resell shares of stock received in connection with the Domestication only if certain requirements are met. Among other things, the affiliate of the Company may not sell shares of any class (including any shares of that class otherwise acquired) in an amount that, during any three-month period, exceeds 1% of the outstanding shares of that class (or, solely in the case of the common stock, the average weekly trading volume of the stock on any exchange or quotations service that the common stock may be listed or quoted on during the four calendar weeks preceding the filing of the notice referenced below, if greater). In addition, all such resales must be made in unsolicited brokers’ transactions, the Company must have filed all periodic reports it was required to file under the Exchange Act within the year preceding the resale and (depending on the amount being resold), the affiliate of the Company must have filed a notice of sale on Form 144 with the SEC. For this purpose, an “affiliate” of the Company is any person who controls, is controlled by or is under common control with the Company.

Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the assets and liabilities of SusGlobal Energy Delaware as a result of Domestication. The business, capitalization, assets, liabilities and financial statements of SusGlobal Global Energy Delaware immediately following the Domestication will be the same as those of SusGlobal Energy Canada immediately prior to thereto. There will also not be any accounting impact regarding the change in par value in the shares of SusGlobal Energy Delaware as a result of the Domestication.

Validity of the Capital Stock

The validity of the shares common stock of SusGlobal Energy Delaware into which the outstanding common shares of SusGlobal Energy Canada will be converted in connection with the Domestication will be passed upon for SusGlobal Energy Delaware by Sichenzia Ross Ference Kesner LLP.

Experts

The financial statements of SusGlobal Energy Canada as of December 31, 2015 and 2014 included in this prospectus have been so included in reliance on the report of SF Partnership, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Where You Can Find More Information

We have filed with the SEC the Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the Domestication. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information about us, and the Domestication, we refer you to the Registration Statement and the exhibits and schedules filed as a part of the Registration Statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, we refer you to the copy of the contract or document that has been filed as an exhibit to the Registration Statement, each statement about such contract or document being qualified in all respects by such reference.

58


SUSGLOBAL ENERGY CORP.
(formerly Commandcredit Corp.)

CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015 and 2014

(Expressed in United States Dollars)


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
December 31, 2015 and 2014

Table of contents

Report of the Independent Registered Public Accounting Firm 1
   
Consolidated balance sheets 2
   
Consolidated statements of operations and comprehensive loss 3
   
Consolidated statements of changes in stockholders’ deficiency 4
   
Consolidated statements of cash flows 5
   
Notes to the consolidated financial statements 6-16




SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Consolidated Balance Sheets
As at December 31, 2015 and 2014

          2014  
          As Corrected-See  
    2015     Note 5  
             
ASSETS            
Current Assets            
 Cash $  -   $  39,213  
 Harmonized sales taxes receivable   8,971     16,488  
 Prepaid expenses and deposit (note 10)   14,450     5,508  
        $    
Total Current Assets $  23,421     61,209  
             
Intangible Asset (note 8) $  1,870   $  -  
             
Long-lived Assets, net (note 9)   1,467     -  
Total Assets $  26,758   $  61,209  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY        
Current Liabilities            
 Bank indebtedness $  5,740   $  -  
 Accounts payable (note 10)   112,030     55,053  
 Accrued liabilities (note 10)   108,476     32,293  
 Loan payable to related party (note 11)   59,245     -  
Total Liabilities $  285,491   $  87,346  
             
Stockholders’ Deficiency            
             
Common stock, unlimited number of common
stock authorized without par value,
31,547,346 (2014-18,056,676) shares issued and outstanding (note 12)
$  1,646,091   $  377,130  
Subscriptions payable for shares yet to be issued   -     221,334  
Accumulated deficit   (1,896,286 )   (617,232 )
Comprehensive loss   (8,538 )   (7,369 )
Stockholders’ deficiency $  (258,733 ) $  (26,137 )
Total Liabilities and Stockholders’ Deficiency $  26,758   $  61,209  

Going concern (note 2)
Commitments (note 14)

The accompanying notes are an integral part of these consolidated financial statements.

Page | 2


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2015 and 2014

    2015     2014  
             
Operating expenses            
             
Stock-based compensation (note 10) $  810,000   $  -  
Professional fees   267,874     23,822  
Management fees (note 10)   131,594     22,250  
Office and administration   61,087     8,662  
Filing fees   8,499     5,943  
Total operating expenses   1,279,054     60,677  
             
Loss before income taxes   (1,279,054 )   (60,677 )
Provision for income taxes (note 13)   -     -  
Net loss   (1,279,054 )   (60,677 )
Other comprehensive income            
Foreign exchange (loss) income   (1,169 )   15,518  
             
Comprehensive loss $  (1,280,223 ) $  (45,159 )
             
Net loss per share-basic and diluted $  (0.04 ) $  (0.00 )
             
Weighted average number of common shares outstanding-basic and diluted   29,303,083     17,458,320  

The accompanying notes are an integral part of these consolidated financial statements.

Page | 3


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Consolidated Statements of Changes in Stockholders’ Deficiency
For the years ended December 31, 2015 and 2014

    Number of     Common     Share     Accumulated     Comprehensive     Stockholders’  
    Shares     Shares     Subscriptions     Deficit     Income (Loss)     Deficiency  
                Payable                    
Balance – December 31, 2013   17,406,676   $  356,676    $   -   $    (556,555 ) $  (22,887 ) $  (222,766 )
As Corrected-See Note 5                                    
Shares eliminated on amalgamation   (17,406,676 )   -     -     -     -     -  
Shares issued for exchange of Commandcredit common shares   17,406,676     -     -     -     -     -  
Shares issued on amalgamation   650,000     20,454     -     -     -     20,454  
Subscription proceeds for shares yet to be issued   -     -     221,334     -     -     221,334  
Other comprehensive income   -     -     -     -     15,518     15,518  
Net loss   -     -     -     (60,677 )   -     (60,677 )
Balance – December 31, 2014   18,056,676   $  377,130   $  221,334   $    (617,232 ) $  (7,369 ) $  (26,137 )
Shares issued to directors and officers   8,100,000     810,000     -     -     -     810,000  
Shares issued on private placement, net of share issue costs   2,220,000     158,560     -     -     -     158,560  
Shares issued for proceeds previously received   2,380,000     221,334     (221,334 )   -     -     -  
Shares issued as compensation for private placement   500,000     50,000     -     -     -     50,000  
Shares issued for consulting services   290,670     29,067     -     -     -     29,067  
Other comprehensive loss   -     -     -     -     (1,169 )     (1,169 )
Net loss   -     -     -     (1,279,054 )   -     (1,279,054 )
Balance – December 31, 2015   31,547,346   $  1,646,091   $    -   $    (1,896,286 ) $  (8,538 ) $  (258,733 )

The accompanying notes are an integral part of these consolidated financial statements.

Page | 4


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Consolidated Statements of Cash Flows
For the years ended December 31, 2015 and 2014

    2015     2014  
             
Cash flows from operating activities            
Net loss $  (1,279,054 ) $  (60,677 )
Adjustments for:            
 Depreciation   489     -  
 Amortization of intangible asset   131     -  
 Stock-based compensation   810,000     -  
Changes in non-cash working capital:            
 Harmonized sales taxes receivable   7,517     (11,917 )
 Prepaid expenses and deposit   (8,942 )   14,068  
 Accounts payable   56,977     (35,739 )
 Accrued liabilities   76,183     (83,979 )
Net cash used in operating activities   (336,699 )   (178,244 )
             
Cash flows from investing activities            
 Acquisition of long-lived assets   (1,956 )   -  
 Cash acquired on amalgamation   -     76,481  
Net cash (used in) provided by investing activities   (1,956 )   76,481  
             
Cash flows from financing activities            
 Bank indebtedness $  5,740   $  -  
 Advances from loan payable to related party   59,245     104,068  
 Subscription proceeds for shares yet to be issued   -     21,390  
Private placement proceeds (net of cash share issue costs)   235,627     -  
Net cash provided by financing activities   300,612     125,458  
             
Effect of exchange rate on cash   (1,170 )   15,518  
(Decrease) increase in cash   (39,213 )   39,213  
Cash-beginning of year   39,213     -  
Cash-end of year $  -   $  39,213  

The accompanying notes are an integral part of these consolidated financial statements.

Page | 5


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

1. Nature of Business and Basis of Presentation

SusGlobal Energy Corp. (the “Company” or “SusGlobal”), was formed by articles of amalgamation on December 3, 2014, in the province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp., a company in the start-up stages and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company, amalgamated to continue business under the name of SusGlobal Energy Corp. Refer to note 7, Amalgamation, for additional details of this capital transaction.

The Company is a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application.

The consolidated financial statements of the Company and its subsidiaries, have been prepared following generally accepted accounting principles in the United States (“US GAAP”), and are expressed in United States funds. In the opinion of management, all adjustments necessary for a fair presentation have been included.

2. Going Concern

The consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As at December 31, 2015, the Company had a working capital deficit of $262,070 (December 31, 2014-$26,137), incurred a net loss of $1,279,054 (2014-$60,677) for the year and had an accumulated deficit of $1,896,286 (December 31, 2014-$617,232) and expects to incur further losses in the development of its business. These factors cast doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt; however, there is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.

Subsequent to the year-end, the Company finalized a financing commitment up to an amount of $7,000,000.

These consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

3. Significant Accounting Policies

a)

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp., incorporated on December 14, 2015 and SusGlobal Energy Canada I Ltd., incorporated on December 15, 2015. All significant inter-company balances and transactions have been eliminated on consolidation.

b)

Use of estimates

The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. The Company regularly evaluates estimates and assumptions related to accruals and to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results could differ from these estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become available.

Page | 6


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

3. Significant Accounting Policies continued

c)

Cash and cash equivalents

Cash and cash equivalents consist of deposits held in financial institutions and liquid investments with original maturities of three months or less at the time of purchase.

d)

Financial instruments

The Company classifies all financial instruments as held-for-trading, loans and receivables, or other financial liabilities. Loans and receivables and other financial liabilities are measured at amortized cost. Instruments classified as held for trading are measured at fair value with unrealized gains and losses recognized in the statement of operations and comprehensive loss. Debt transaction costs are allocated to the related debt and amortized over the life of the loan using the effective interest method. Equity transaction costs are recorded in equity.

The Company has designated its cash as held for trading, which is measured at fair value. Harmonized sales taxes receivable is classified as loans and receivables, which is measured at amortized cost, which approximates fair value due to its short-term nature. Accounts payable and accrued liabilities are classified as other liabilities, which are measured at amortized cost, which approximates fair value due to their short-term nature. Loan payable to related party is also classified as other liabilities, which approximates fair value due to its market interest rate.

e)

Fair value of financial instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

  a.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

  b.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

  c.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company uses the following methods and significant assumptions to estimate fair values. The fair value of cash is measured using Level 1 inputs.

f)

Intangible asset

Intangible asset, consisting of a technology license, is stated at cost less accumulated amortization and is amortized on a straight-line basis over the useful life, which is 10 years. The Company evaluates the intangible asset for permanent impairment when triggering events are identified.

Page | 7


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

3. Significant Accounting Policies continued

g)

Long-lived assets

Long-lived assets are stated at cost. Equipment awaiting installation on site is not depreciated until it is commissioned. Depreciation is based on the estimated useful life of the asset and depreciated annually as follows:

Category Rate Method
Computer hardware 30% Straight line

h)

Impairment of long-lived assets

In accordance with ASC 360, “Property, Plant and Equipment”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

The Company evaluates at each balance sheet date whether events or circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event that such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.

i)

Income taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recorded for differences between the accounting and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or receivable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

j)

Revenue recognition

Currently, the Company has no source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

k)

Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted loss per share has not been presented as its effect would be anti-dilutive.

l)

Stock-based compensation

From time to time the Company may grant options and/or warrants to management, directors, employees and consultants. The Company recognizes compensation expense at fair value. Under this method, the fair value of each warrant is estimated on the date of the grant and amortized over the vesting period, with the resulting amortization credited to accumulated paid in capital. The fair value of each grant is determined using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options and/or warrants is recorded in equity as share capital.

Page | 8


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

3. Significant Accounting Policies continued

m)

Comprehensive Loss

The Company accounts for comprehensive loss in accordance with ASC 220, “Comprehensive Income,” which establishes standards for reporting and presentation of comprehensive loss and its components. Comprehensive loss is presented in the consolidated statements of stockholders’ deficit and consists of net loss and foreign currency translation adjustments.

n)

Foreign currency translation

The Company accounts for foreign currency translation pursuant to ASC 830, “Foreign Currency Matters”. The Company’s functional currency is United States dollars. Revenues and expenses are translated using average exchange rates during the year. Foreign exchange gains or losses are included in consolidated other comprehensive loss for the period.

4. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by us as of the specified effective date or possibly early adopted, where permitted. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities- Elimination of Certain Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” or ASU 2014-10, which eliminates the definition of a development stage entity, the development stage presentation and disclosure requirements under ASC 915, “Development Stage Entities”, and amends provisions of existing variable interest guidance under ASC 810, “Consolidation”.

As a result of the changes, the financial statements of entities which meet the former definition of development stage entity will no longer: (1) present inception-to-date information in the statements of income, cash flows and stockholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Furthermore, ASU 2014-10 clarifies disclosures about risks and uncertainties under ASC Topic 275, “Risks and Uncertainties” that apply to companies that have not commenced planned principal activities. Financially, variable interest entity rules no longer contain an exception for development stage entities and, as a result, development stage entities will have to be evaluated for consolidation in the same manner as non- development stage entities. These changes are effective for annual reporting periods beginning after December 15, 2014 and interim periods therein for public companies. Early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not been issued (public business entities) or made available for issuance (other entities). The Company has elected to early adopt.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” or ASU 2014-15, amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures.

Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. These changes are effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter, and early adoption is permitted. The Company has elected not to early adopt and is currently evaluating the impact of adopting ASU 2014-15, but does not expect there to be any material impact on its financial position, results of operations or cash flows.

Page | 9


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

4. Recent Accounting Pronouncements continued

In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Cost”. The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015 including interim periods within those annual periods. The Company is currently evaluating the impact of adopting ASU 2015-03.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases.” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU is expected to result in all operating leases being capitalized in the Company’s financial statements. The Company is currently evaluating the impact of adopting ASU 2016-02.

5. Correction of an Error

During the audit of the years ended December 31, 2015 and December 31, 2014, it was discovered that certain shares issued in 2015 pertained to cash received in 2014. However, no subscription payable had been recorded as at December 31, 2014, and the cash received was incorrectly recorded as common shares.

The following schedule summarizes the impact of this correction:

    2014           2014  
    As Previously           As  
    Reported     Adjustments     Corrected  
  $   $     $    
Common shares   577,074     (199,944 )   377,130  
Subscription payable for shares yet to be issued   21,390     199,944     221,334  

6. Financial Instruments

The carrying value of cash, harmonized sales taxes receivable, bank indebtedness, accounts payable and accrued liabilities approximated their fair values as of December 31, 2015 and December 31, 2014 due to their short-term nature. The carrying value of the loan payable to related party approximated its fair value due to its market interest rate.

Interest and Credit Risk

In the opinion of management, the Company is not exposed to significant interest or credit risks arising from its financial instruments.

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations.

The Company intends to continue to raise funds through the issuance of common shares under a private placement, to ensure it has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company’s capital programs.

Page | 10


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

6. Financial Instruments (continued)

Currency Risk

The Company realizes a portion of its expenses in Canadian dollars (“CAD”). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at December 31, 2015, $224,269 (December 31, 2014-$31,645) of the Company’s net monetary liabilities were denominated in Canadian dollars. The Company has not entered into any hedging transactions to reduce the exposure to currency risk.

7. Amalgamation

In the prior year, on December 3, 2014, SusGlobal amalgamated with Commandcredit to form a newly amalgamated company, to continue operations under the name of SusGlobal Energy Corp.

On December 2, 2014, at an annual and special meeting of the shareholders of Commandcredit and SusGlobal, the amalgamation of SusGlobal and Commandcredit was approved. The amalgamation involved issuances of shares of the amalgamated company on a one for one basis to the shareholders of the existing companies resulting in the shareholders of Commandcredit owning 96.40% of the amalgamated company and SusGlobal owing the remaining 3.60% of the amalgamated company.

For accounting purposes, this acquisition resulted in the acquisition of control by Commandcredit of the net assets of SusGlobal, consisting primarily of net financial assets. Since the net assets of SusGlobal did not constitute a business, the transaction represents an asset purchase at fair value in consideration of the issuance of shares by the amalgamated company. The transaction was measured based on the fair value of the net assets acquired, which was considered more clearly evident and, thus, more reliably measured. The carrying value of each of these assets and liabilities comprising the net assets of SusGlobal was deemed to approximate fair value due to their short term nature. Accordingly, the comparative financial statements reflect the financial position and results of operations of Commandcredit as the continuing corporation. All intercompany balances were eliminated on amalgamation.

Page | 11


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

7. Amalgamation (continued)

The balance sheets of the two companies immediately before the amalgamation were as follows:

    Commandcredit     SusGlobal  
             
             
Assets            
 Cash $  -   $  76,481  
 Harmonized sales taxes receivable   -     4,571  
 Due from related party   -     129,519  
 Prepaid expenses and deposit   -     19,576  
             
Total Assets $  -   $  230,147  
             
Liabilities and Stockholders’ (Deficiency) Equity
 Accounts payable $  59,231   $  8,661  
 Accrued liabilities   2,695     1,088  
 Due to related parties   159,395     -  
             
Total Liabilities $  221,321   $  9,749  
             
Capital stock-net of share issue costs $  356,676   $  60,450  
Subscriptions payable   -     199,944  
Deficit   (570,530 )   (38,464 )
Comprehensive loss   (7,467 )   (1,532 )
Stockholders' (deficiency) equity   (221,321 )   220,398  
             
Total Liabilities and Stockholders' (Deficiency) Equity $  -   $  230,147  

The net assets of SusGlobal acquired by Commandcredit in the amount of $220,398, was completed through the issuance of 650,000 common shares of the amalgamated company.

8. Intangible Asset

    2015     2014  
Technology License (net of accumulated amortization of $131) $  1,870   $  -  

On May 6, 2015, the Company finalized an agreement with Syngas SDN BHD (“Syngas”), a company incorporated under the laws of Malaysia, providing an exclusive license for the Company to use Syngas Intellectual Property within North America for a period of five years from the date of this agreement, for $1 consideration, renewable every five years upon written request. Syngas produces equipment that uses an innovative process to produce liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be valued at $2,000. The technology license is being amortized on a straight-line basis, over a period of 10 years.

9 . Long-lived Assets, net

          Accumulated     December 31, 2015     December 31, 2014  
    Cost     depreciation     Net book value     Net book value  
                         
Computer hardware $  1,956   $  489   $  1,467   $  -  

Page | 12


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

10. Related Party Transactions

During the year, the Company incurred $46,998 ($60,000 CAD) (2014-$14,959; $16,677 CAD) in management fees charged by Travellers and $46,998 ($60,000 CAD) (2014-$4,050; $4,677 CAD) in management fees charged by Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company. The balance of the management fees, in the amount of $37,598 ($48,000 CAD) (2014-$3,241; $3,742 CAD), were charged by the Company’s chief financial officer. As at December 31, 2015, unpaid remuneration and unpaid expenses in the amount of $38,150 ($52,802 CAD) (2014-$1,861; $2,159 CAD) is included in accounts payable and $18,261 (2014-$4,710; $5,464 CAD) is included in accrued liabilities.

During the year, the Company incurred $28,199 ($36,000 CAD) (2014-$2,430; $2,806CAD) in rent paid under a rental agreement to a company controlled by a director and president. Included in prepaid expenses and deposit, is a rental deposit of $nil (2014-$2,586; $3,000 CAD), in connection with this rental agreement.

During the year, the Company issued 8,100,000 common shares of the Company to certain directors and officers for services provided, determined to be valued at $810,000. These amounts are disclosed as stock-based compensation in the consolidated statements of operations and comprehensive loss.

11. Loan Payable to Related Party

Loan payable in the amount of $59,245 ($82,000 CAD) bears interest payable at 12% per annum, is due on demand, unsecured and is payable to Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company. As at December 31, 2015, $682 (2014-$nil), in interest is included in accrued liabilities.

12. Capital Stock

At December 31, 2015, the Company had an unlimited number of common shares authorized without par value and 31,547,346 (2014-18,056,676) common shares issued and outstanding.

During 2015, the Company raised $208,560 cash on a private placement, net of cash share issue costs of $13,440, on the issuance of 2,220,000 common shares of the Company. In addition to the cash share issuance cost above, the Company issued 500,000 common shares to two unrelated individuals (250,000 each), who assisted in raising capital through the private placement, determined to be valued at $50,000. The company also issued 2,380,000 common shares in connection with a private placement that occurred in the year ended December 31, 2014, which raised $221,334 cash, net of cash share issue costs of $16,666. In addition, during the year, the Company issued 8,100,000 common shares of the Company to certain founding officers and directors and a new director, determined to be valued at $810,000, disclosed as stock-based compensation in the consolidated statements of operations and comprehensive loss. The Company also issued 20,000 common shares determined to be valued at $2,000 to the introducing party for the technology license acquired on May 6, 2015, see note 8, Intangible Asset. Furthermore, 220,670 common shares of the Company issued pursuant to a consulting and business advisory arrangement for $22,067 and 50,000 common shares of the Company for a consulting contract for $5,000.

Page | 13


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

13. Income Taxes

The Company’s income tax provision has been calculated as follows:

    2015     2014  
             
Loss before income taxes $   (1,279,054 ) $  (60,677 )
Deferred: Expected income tax recovery at the statutory rate of 26.50% (2014 –26.5%)   (338,949 )   (16,079 )
Permanent differences   215,191     -  
Change in valuation allowance   123,758     16,079  
Provision for income taxes $  -   $  -  
The following summarizes the principal temporary differences and related future tax:            
Losses carried forward $  180,056   $  56,298  
Valuation allowance   (180,056 )   (56,298 )
Deferred income tax asset $  -   $  -  

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward.

The Company has non-capital losses available for carry forward of $658,803 ($911,838 CAD) (2014-$237,689; $275,741 CAD) which will start expiring in 2024 and continue expiring till 2035.

In addition, the Company has capital losses carried forward totaling $101,149 ($139,999 CAD). These capital losses can be carried forward indefinitely and can be used only against capital gains.

14. Commitments

(a)

On November 1, 2014, the Company entered into a one year premises lease agreement with Haute Inc., an Ontario company controlled by a director and president of the Company, expiring October 31, 2015. The monthly minimum payment was $2,248 ($3,000 CAD). The Company’s last month rental commitment was included in prepaid expenses and deposit on December 31, 2014 consolidated balance sheets. The Company’s monthly rent continued at the same amount through December 2015. Subsequent to the year-end and effective January 1, 2016, the Company signed a new premises lease agreement with Haute Inc., for a period of one year at a minimum monthly amount of $2,529 ($3,500 CAD). These transactions are in the normal course of operations and are expected to be recorded at the exchange amounts which the parties believe to be fair value. The future minimum commitment under the lease obligations for office premises is as follows:


  2016 $   30,348  

(b)

The Company has one year consulting contracts with each of its three officers, which expired on October 31, 2015. The monthly payments for the three officers total $10,115 ($14,000 CAD). The Company extended the consulting contracts, at the same monthly amounts, on a month to month basis until new consulting contracts are completed. These transactions are in the normal course of operations and are expected to be recorded at the exchange amounts which the parties believe to be fair value.

   
(c)

The Company has a one year consulting contract with an individual for networking, introductory and sales services for the period from September 1, 2015 to August 31, 2016 at $3,613 ($5,000 CAD) per month. The future commitment under this contract is as follows:


  2016 $   28,904  

Page | 14


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

14. Commitments , (continued)

(d)

The Company has an arrangement with a company to provide various consulting and business advisory services for the period from December 1, 2015 to February 29, 2016, for $22,067 ($30,000 CAD), in exchange for 220,067 common shares of the Company. The future commitment under this arrangement is as follows:


  2016 $   14,711  

15. Segmented Information

The Company uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s management reporting structure provides for only one segment: renewable energy and operates in one country, Canada.

16. Subsequent Events

a)

On January 27, 2016, the Company filed a Form S-4 with the United States Securities and Exchange Commission. This registration statement was filed in connection with domestication under Section 388 of the General Corporations Law of the State of Delaware and a continuance under the Business Corporations Act (Ontario), pursuant to which the Company’s jurisdiction on incorporation will be changed from Ontario to the State of Delaware.

   
b)

On June 7, 2016, the Company announced that its wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., signed an expansion and operation agreement for the biodigester and electricity generating facility (the “BioGrid”), with the Township of Georgian Bluffs and the Township of Chatsworth Joint BioGrid project, located near Owen Sound, Ontario, Canada. Effective June 1, 2016, SusGlobal Energy Canada I Ltd. entered into a twenty-five year agreement to construct, maintain and operate the BioGrid, which is automatically renewable for two additional five year periods each, unless either party provides a written notice of termination. SusGlobal Energy Canada I Ltd. has until August 12, 2016 to finalize the necessary financing commitment of $5,418,750 ($7,500,000 CAD). See below.

Page | 15


SusGlobal Energy Corp.
(formerly Commandcredit Corp.)
Notes to the Consolidated Financial Statements
December 31, 2015 and 2014

16. Subsequent Events (continued)

c)

On July 16, 2016, the Company and Phoenix Capital Partners Inc. (“Phoenix Capital”), finalized a financing commitment of up to $7,000,000, on a best efforts basis, through the issuance of up to 140 senior convertible debentures (the Debentures”), with an annual interest rate of 9%, commencing thirty days after the funds are advanced, payable monthly, due five years from the issuance date, with a 6% financing fee to the selling agent (the “Facilitation Fee”). The financing is secured by a first ranking registered security registration against the Company and all of its assets including all ownership positions in its subsidiaries. The majority of the proceeds will be used to fund the equipment and upgrades for the BioGrid and the balance used for general corporate services. The debenture holders have the option to convert after issuance, upon thirty days’ notice, into common stock of the Company at a mutually agreed conversion price of $5 per share. There are also forced conversion features providing for conversion into common stock of the Company, should the Company’s trading price of the common stock remain at $10 or higher for twenty consecutive trading days, at a price of $5 per common stock. Further, there is a redemption option for the Company to redeem the shares, at the earliest, one year after issuance and upon thirty days’ notice (the “Redemption Notice”), for all or part of the issued Debentures, with a ninety day interest penalty calculated on the amount being redeemed on an annualized basis. Upon receipt of the Redemption Notice, the debenture holders have the option to exercise their conversion option at the applicable conversion price no later than ten days prior to the redemption date. The financing also includes certain general conditions, closing conditions, documentation and ongoing reporting requirements. And, the Company is also responsible for additional closing cost, including legal expenses, up to a maximum of $18,063 ($25,000 CAD). The funding dates have been scheduled as follows:


  1)

a minimum of $1,000,000 on or before August 10, 2016

  2)

$2,000,000 on September 28, 2016

  3)

$2,000,000 on October 28, 2016 and

  4)

$2,000,000 on November 28, 2016

The initial funding date of August 10, 2016 was not met and as a result, the Company and Phoenix are negotiating a new initial funding date.

The Company acknowledges that one or more funding dates may occur for partial advances each time the gross proceeds of $1,000,000 have been received by the selling agent from the subscription and sale of the Debentures.

d)

The Company currently has a financing engagement agreement with Phoenix Capital, amended on July 20, 2016 and December 31, 2016. Phoenix Capital will provide corporate finance advisory and facilitation services and will assist the Company structuring, negotiating and facilitating a financing arrangement of up to $10,837,500 ($15,000,000 CAD). The fees for these total $43,350 ($60,000 CAD), of which $21,675 ($30,000 CAD) have been paid and included under professional fees consolidated statements of operations and comprehensive loss. The balance, $21,675 ($30,000 CAD), will be paid out of the of the financing for the BioGrid noted above. Further, Phoenix Capital will receive a facilitation fee of 2% of the gross amount in cash and 6% of the gross amount payable in common stock of the Company (restricted for twelve months from the date of based on the funding dates for the BioGrid financing, noted above. In addition, on June 3, 2016, an additional $10,838 ($15,000 was paid to Phoenix Capital for the preparation of their due diligence report.

   

The first of such financing with Phoenix Capital was finalized on July 16, 2016, as noted above.

The Company has evaluated subsequent events that occurred after December 31, 2015 through September 7, 2016, which is the date the consolidated financial statements were available to be issued.

17. Comparative Figures

Certain of the prior year’s comparative figures have been reclassified to conform to the current year’s presentation.

Page | 16



SUSGLOBAL ENERGY CORP.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the Three and Nine-Month Periods ended September 30, 2016 and 2015
 
(Expressed in United States Dollars)


SusGlobal Energy Corp.
September 30, 2016 and December 31, 2015
(unaudited)

Table of contents

Interim condensed consolidated balance sheets 1
   
Interim condensed consolidated statements of operations and comprehensive loss 2
   
Interim condensed consolidated statements of changes in stockholders’ deficiency 3
   
Interim condensed consolidated statements of cash flows 4
   
Notes to the interim condensed consolidated financial statements 5--13



SusGlobal Energy Corp.
Interim Condensed Consolidated Balance Sheets
As at September 30, 2016 and December 31, 2015
(unaudited)

    September 30, 2016     December 31, 2015  
             
ASSETS            
Current Assets            
 Accounts receivable $  8,859   $  --  
 Harmonized sales taxes receivable   13,918     8,971  
 Prepaid expenses and deposit   28,678     14,450  
Total Current Assets   51,455     23,421  
             
Term Deposit (note 7)   152,480     -  
             
Intangible Asset (note 8)   1,730     1,870  
             
Long-lived Assets, net (note 9)   978     1,467  
Total Assets $  206,643   $  26,758  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY            
Current Liabilities            
 Bank indebtedness $  44,518   $  5,740  
 Accounts payable (note 10)   211,705     112,030  
 Accrued liabilities (note 10)   123,372     108,476  
 Loans payable to related parties (note 11)   268,365     59,245  
Total Liabilities   647,960     285,491  
             
Stockholders’ Deficiency            
 Common stock, unlimited number of common stock
authorized without par value, 33,446,346 (2015- 31,547,346)
shares issued and outstanding (note 12)
  1,825,358     1,646,091  
Accumulated deficit   (2,233,616 )   (1,896,286 )
Accumulated other comprehensive loss   (33,059 )   (8,538 )
Stockholders’ deficiency   (441,317 )   (258,733 )
Total Liabilities and Stockholders’ Deficiency $  206,643   $  26,758  

Going concern (note 3)
Commitments (note 13)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page | 1



SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine-month periods ended September 30, 2016 and 2015
(unaudited)

    For the three-month periods     For the nine-month periods  
    ended     ended  
    September 30,     September 30,     September 30,     September 30,  
    2016     2015     2016     2015  
                         
Revenue - BioGrid $  7,788   $  -   $  7,788   $  -  
                         
Operating expenses                        
                         
Operations and maintenance - BioGrid   30,975     -     30,975     -  
Stock-based compensation   -     -     -     800,000  
Professional fees   49,700     97,694     138,804     183,926  
Management fees (note 9)   32,180     32,009     95,432     .100,019  
Office and administration (note 9)   29,660     20,251     75,667     64,928  
Filing fees   1,081     1,263     4,240     5,650  
Total operating expenses   143,596     151,217     345,118     1,154,523  
                         
Net loss   (135,808 )   (151,217 )   (337,330 )   (1,154,523 )
Other comprehensive income (loss)                        
Foreign exchange gain (loss)   946     9,668     (24,521 )   15,655  
                         
Comprehensive loss $  (134,862 ) $  (141,549 ) $  (361,851 ) $  (1,138,868 )
                         
Net loss per share-basic and diluted $  (0.00 ) $  (0.00 ) $  (0.01 ) $  (0.04 )
                         
Weighted average number of common shares outstanding-basic and diluted   33,131,618     28,546,676     32,577,536     27,004,368  

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page | 2



SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Changes in Stockholders’ Deficiency
For the nine-month period ended September 30, 2016 and year ended December 31, 2015
(unaudited)

    Number of     Common     Share     Accumulated     Accumulated     Stockholders’  
    Shares     Shares     Subscriptions     Deficit     Other     Deficiency  
                Payable           Comprehensive        
                            Loss        
                                     
Balance – December 31, 2014   18,056,676   $ 377,130   $ 221,334     $ (617,232 ) $   (7,369 ) $  (26,137 )
Shares issued to directors and officers   8,100,000     810,000     -     -     -     810,000  
Shares issued on private placement, net of share issued                                    
costs   2,220,000     158,560     -     -     -     158,560  
Shares issued for proceeds previously received   2,380,000     221,334     (221,334 )   -     -     -  
Shares issued as compensation for private placement   500,000     50,000     -     -     -     50,000  
Shares issued for consulting services   290,670     29,067     -     -     -     29,067  
Other comprehensive loss   -     -     -     -     (1,169 )   (1,169 )
Net loss, December 31, 2015   -     -     -     (1,279,054 )   -     (1,279,054 )
Balance – December 31, 2015   31,547,346     1,646,091     -     (1,896,286 )   (8,538 )   (258,733 )
Shares issued on private placement, net of issued costs   1,899,000     179,267     -     -     -     179,267  
Other comprehensive loss   -     -     -     -     (24,521 )   (24,521 )
Net loss, September 30, 2016   -     -     -     (337,330 )   -     (337,330 )
Balance – September 30, 2016   33,446,346   $ 1,825,358   $  -     (2,233,616   $ (33,059 ) $  (441,317 )

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page | 3



SusGlobal Energy Corp.
Interim Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2016 and 2015
(unaudited)

    September 30,     September 30,  
    2016     2015  
             
Cash flows from operating activities            
             
Net loss $  (337,330 ) $  (1,154,523 )
Adjustments for            
 Depreciation   489     326  
 Amortization of intangible asset   140     80  
 Stock-based compensation   -     800,000  
Changes in non-cash working capital:            
 Accounts receivable   (8,859 )   -  
 Harmonized sales taxes receivable   (4,947 )   12,007  
 Prepaid expenses and deposit   (14,228 )   (4,233 )
 Accounts payable   99,675     (4,048 )
 Accrued liabilities   14,896     62,799  
Net cash used in operating activities   (250,164 )   (287,592 )
             
Cash flows from investing activities            
             
 Investment in term deposit   (152,480 )   (74,930 )
 Acquisition of capital assets   -     (1,956 )
Net cash used in investing activities   (152,480 )   (76,886 )
             
Cash flows from financing activities            
             
 Bank indebtedness   38,778     86,810  
 Advance from loan payable   -     74,930  
 Loans payable to related parties   209,120     -  
 Private placement proceeds (net of cash share issue costs)   179,267     147,870  
Net cash provided by financing activities   427,165     309,610  
             
Effect of exchange rate on cash   (24,521 )   15,655  
Decrease in cash   -     (39,213 )
Cash-beginning of period   -     39,213  
             
Cash-end of period $  -   $  -  

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page | 4



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

1. Nature of Business and Basis of Presentation

SusGlobal Energy Corp. (the “Company” or “SusGlobal”), was formed by articles of amalgamation on December 3, 2014, in the province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal Energy Corp., a company in the start-up stages and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public shell company, amalgamated to continue business under the name of SusGlobal Energy Corp. Refer to note 6, Amalgamation, for additional details of this capital transaction.

The Company is a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application.

These interim condensed consolidated financial statements of the Company and its subsidiaries, have been prepared following generally accepted accounting principles in the United States (“US GAAP”), and are expressed in United States funds. In the opinion of management, all adjustments necessary for a fair presentation have been included.

2. Significant Accounting Policies

These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2015.

During the nine months ended September 30, 2016, the Company adopted the following new accounting policies:

Trade Receivables

Our receivables, which are recorded when billed, when services are performed or when cash is advanced, are claims against third parties that will be settled in cash. The carrying value of our receivables, net of an allowance for doubtful accounts, represents the estimated realizable value. We estimate our allowance for doubtful accounts based on historical trends; type of customer, such as commercial or municipal; the age of outstanding receivables; and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been unsuccessful.

Revenue Recognition

Our revenues are from the fees we charge for waste collection and from the sale of electricity. The fees charged for our services are generally defined in our service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rates. We recognize revenue as services are performed and collection is reasonably assured.

Page | 5



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

3. Going Concern

These interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As at September 30, 2016, the Company had a working capital deficit of $596,505 (December 31, 2015-$262,070), incurred a net loss of $337,330 for the nine month period ended September 30, 2016 (2015- $1,154,523) and had an accumulated deficit of $2,233,616 (December 31, 2015-$1,896,286) and expects to incur further losses in the development of its business. These factors cast doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt; however, there is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown.

On July 16, 2016, the Company finalized a financing commitment up to an amount of $7,000,000, on a best efforts basis and is awaiting funds to be advanced. Refer to note 15(b).

These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

4. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by us as of the specified effective date or possibly early adopted, where permitted. There were various accounting standards and interpretations issued during the period ended September 30, 2016, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

5. Financial Instruments

The carrying value of term deposit, accounts receivable, harmonized sales taxes receivable, bank indebtedness, accounts payable and accrued liabilities approximated their fair values as of September 30, 2016 and December 31, 2015 due to their short-term nature. Interest and Credit Risk

In the opinion of management, the Company is not exposed to significant interest or credit risks arising from its financial instruments. The Company also controls its exposure related to trade receivables by discontinuing service, to the extent allowable, to non-paying customers. As at September 30, 2016, we had two customers representing greater than 5% of total accounts receivable.

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations.

Page | 6



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

5. Financial Instruments , continued

The Company intends to continue to raise funds through the issuance of common shares under a private placement, to ensure it has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company’s capital programs.

Currency Risk

The Company realizes a portion of its expenses in Canadian dollars (“CAD”). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at September 30, 2016, $445,096 (December 31, 2015-$224,269) of the Company’s net monetary liabilities were denominated in Canadian dollars. The Company has not entered into any hedging transactions to reduce the exposure to currency risk.

6. Amalgamation

On December 3, 2014, SusGlobal amalgamated with Commandcredit to form a newly amalgamated company, to continue operations under the name of SusGlobal Energy Corp.

On December 2, 2014, at an annual and special meeting of the shareholders of Commandcredit and SusGlobal, the amalgamation of SusGlobal and Commandcredit was approved. The amalgamation involved issuances of shares of the amalgamated company on a one for one basis to the shareholders of the existing companies resulting in the shareholders of Commandcredit owning 96.40% of the amalgamated company and SusGlobal owing the remaining 3.60% of the amalgamated company.

For accounting purposes, this acquisition resulted in the acquisition of control by Commandcredit of the net assets of SusGlobal, consisting primarily of net financial assets. Since the net assets of SusGlobal did not constitute a business, the transaction represents an asset purchase at fair value in consideration of the issuance of shares by the amalgamated company. The transaction was measured based on the fair value of the net assets acquired, which was considered more clearly evident and, thus, more reliably measured. The carrying value of each of these assets and liabilities comprising the net assets of SusGlobal was deemed to approximate fair value due to their short term nature. All intercompany balances were eliminated on amalgamation.

Page | 7



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

6. Amalgamation , continued

The balance sheets of the two companies immediately before the amalgamation were as follows:

    Commandcredit     SusGlobal  
             
             
Assets            
 Cash $  -   $  76,481  
 Harmonized sales taxes receivable   -     4,571  
 Due from related party   -     129,519  
 Prepaid expenses and deposit   -     19,576  
             
Total Assets $  -   $  230,147  
             
Liabilities and Stockholders’ (Deficiency) Equity
 Accounts payable $  59,231   $  8,661  
 Accrued liabilities   2,695     1,088  
 Due to related parties   159,395     -  
             
Total Liabilities $  221,321   $  9,749  
             
Capital stock-net of share issue costs $  356,676   $  60,450  
Subscriptions payable   -     199,944  
Deficit   (570,530 )   (38,464 )
Comprehensive loss   (7,467 )   (1,532 )
Stockholders' (deficiency) equity   (221,321 )   220,398  
             
Total Liabilities and Stockholders' (Deficiency) Equity $  -   $  230,147  

The net assets of SusGlobal acquired by Commandcredit in the amount of $220,398, was completed through the issuance of 650,000 common shares of the amalgamated company.

7. Term Deposit

On August 22, 2016, the Company placed funds in a term deposit in the amount of $152,480 ($200,000 CAD), as security for a letter of credit in the names of the Township of Georgian Bluffs and the Township of Chatsworth. This was a requirement of having taken over, effective August 13, 2016, the operation of the biodigester and electricity generating facility (the “BioGrid”) located in Owen Sound, Ontario, Canada, owned by the two municipalities. The term deposit earns interest at the rate of 1.320% annually and is due October 21, 2017.

Page | 8



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

8. Intangible Asset

    September 30, 2016     December 31, 2015  
Technology License (net of accumulated amortization of $271 (2015-$131)) $  1,730   $  1,870  

On May 6, 2015, the Company finalized an agreement with Syngas SDN BHD (“Syngas”), a company incorporated under the laws of Malaysia, providing an exclusive license for the Company to use Syngas Intellectual Property within North America for a period of five years from the date of this agreement, for $1 consideration, renewable every five years upon written request. Syngas produces equipment that uses an innovative process to produce liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be $2,000. The technology license is being amortized on a straight-line basis, over a period of 10 years

9 . Long-lived Assets, net

          Accumulated     September 30, 2016     December 31, 2015  
    Cost     depreciation     Net book value     Net book value  
                         
Computer hardware $  1,956   $  978   $  978   $  1,467  

10. Related Party Transactions

During the period, the Company incurred $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company and $34,083 ($45,000 CAD) (September 30, 2015-$35,721; $45,000 CAD) in management fees paid to Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company. The balance of the management fees, in the amount of $27,266 ($36,000 CAD) (September 30, 2015-$28,577; $36,000 CAD), were paid to the Company’s chief financial officer. As at September 30, 2016, unpaid remuneration and unpaid expenses in the amount of $56,654 ($74,310 CAD) (December 31, 2015-$38,150; $52,802 CAD) is included in accounts payable and $44,982 ($59,000 CAD) (December 31, 2015-$18,261; $25,275 CAD) is included in accrued liabilities.

During the period, the Company incurred $23,858 ($31,500 CAD) (September 30, 2015-$21,433; $27,000 CAD) in rent paid to a company controlled by a director and president of the Company. Included in prepaid expenses and deposit, is a rental deposit of $2,668 ($3,500 CAD) (December 31, 2015-$nil).

Page | 9



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

11. Loans Payable to Related Parties

    September 30, 2016     December 31, 2015  
Silver Dragon Resources Ltd. $  45,744   $  -  
Travellers International Inc.   222,621     59,245  
  $  268,365   $  59,245  

Loans payable in the amount of $45,744 ($60,000 CAD) (December 31, 2015-$nil), owing Silver Dragon Resources Ltd., an Ontario company in which a director of the Company is also a director and chief executive officer, bear interest at the rate of 12% per annum are due on demand and unsecured. As at September 30, 2016, $813 (December 31, 2015-$nil), in interest is included in accrued liabilities. Subsequent to September 30, 2016, the loans advanced were repaid in full, on an interest free basis.

Loans payable in the amount of $222,621 ($292,000 CAD) (December 31, 2015-$59,245; $82,000 CAD), owing to Travellers, bear interest at the rate of 12% per annum are due on demand and unsecured. As at September 30, 2016, $8,685 (December 31, 2015-$682), in interest is included in accrued liabilities.

12. Capital Stock

At September 30, 2016, the Company had an unlimited number of common shares authorized, without par value and 33,446,346 (December 31, 2015-31,547,346) common shares issued and outstanding.

During the period, the Company raised $179,267 cash on a private placement, net of cash share issue costs of $10,633. During the year ended December 31, 2015, the Company raised $208,560 cash on a private placement, net of cash share issue costs of $13,440, on the issuance of 2,220,000 common shares of the Company. In addition to the cash share issuance cost above for 2015, the Company issued 500,000 common shares to two unrelated individuals (250,000 each), who assisted in raising capital through the private placement, determined to be valued at $50,000. The company also issued 2,380,000 common shares in connection with a private placement that occurred in the year ended December 31, 2014, which raised $221,334 cash, net of cash share issue costs of $16,666. In addition, during the 2015 year, the Company issued 8,100,000 common shares of the Company to certain founding officers and directors and a new director, determined to be valued at $810,000. The Company also issued 20,000 common shares determined to be valued at $2,000 to the introducing party for the technology license acquired on May 6, 2015, see note 8, Intangible Asset. Furthermore, 220,670 common shares of the Company issued pursuant to a consulting and business advisory arrangement for $22,067 and 50,000 common shares of the Company for a consulting contract for $5,000.

Subsequent to September 30, 2016, the Company raised $102,558 on a private placement, net of cash share issue costs of $9,848.

Page | 10



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

13. Commitments

a)

On November 1, 2014, the Company entered into a one year premises lease agreement with Haute Inc., an Ontario company controlled by a director and president of the Company, expiring October 31, 2015. The monthly minimum payment was $2,287 ($3,000 CAD). The Company’s last month rental commitment was included in prepaid expenses and deposit on December 31, 2014 consolidated balance sheets. The Company’s monthly rent continued at the same amount through December 2015. Subsequent to the year-end and effective January 1, 2016, the Company signed a new premises lease agreement with Haute Inc., for a period of one year at a minimum monthly amount of $2,668 ($3,500 CAD). The future minimum commitment under the lease obligations for office premises is as follows:


2016 $  8,004  

b)

The Company has one year consulting contracts with each of its three officers, which expired on October 31, 2015. The monthly payments for the three officers total $10,604 ($14,000 CAD). The Company extended the consulting contracts, at the same monthly amounts, on a month to month basis until new consulting contracts are completed.

   
c)

The Company’s wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., has an agreement in place for the operation and maintenance of the biodigester and electricity generating facility (the “BioGrid”) located in Owen Sound, Ontario, Canada. The agreement, which is for the period from August 13, 2016 to April 30, 2017, is with Aquatech Canadian Water Services Inc. and GSS Engineering Consultants Ltd., in trust for a company to be incorporated (the “Operator”), for a total cost of $109,595 ($143,750 CAD). The future minimum commitment under this agreement is as follows:


2016 $  38,682  
2017   51,576  
  $   90,258  

d)

The Company has provided a commitment to costs relating to a major engine repair at the BioGrid site. The cost of this major overhaul is estimated at approximately $57,180 ($75,000 CAD) and will be completed subsequent to September 30, 2016.

14. Segmented Information

The Company uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s management reporting structure provides for only one segment: renewable energy and operates in one country, Canada.

15. The BioGrid and Financing

a)

On June 2, 2016, the Company’s announced that its wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., signed an expansion and operation agreement for the Biogrid, with the Township of Georgian Bluffs and the Township of Chatsworth Joint Biogrid Project, located near Owen Sound, Ontario, Canada. Effective June 1, 2016, SusGlobal Energy Canada I Ltd., entered into a twenty- five year agreement to construct, maintain and operate the BioGrid which is automatically renewable for two additional five year periods, unless either party provides a written notice of termination. SusGlobal Energy Canada I Ltd., had until August 12, 2016 to finalize the necessary financing commitment of $5,718,000 ($7,500,000 CAD). On August 13, 2016, the Company’s wholly-owned subsidiary, SusGlobal Energy Canada I Ltd., took over operation of the BioGrid.

Page | 11



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

15. The BioGrid and Financing , continued

b)

On July 16, 2016, the Company and Phoenix Capital Partners Inc. (“Phoenix Capital”), finalized a financing commitment of up to $7,000,000, on a best efforts basis, through the issuance of up to 140 senior convertible debentures (the Debentures”), with an annual interest rate of 9%, commencing thirty days after the funds are advanced, payable monthly, due five years from the issuance date, witha 6% financing fee to the selling agent (the “Agent Fee”) and 2% to Phoenix Capital in cash and 6% to Phoenix Capital of the gross amount payable in common stock of the Company (valued at $5 per common share and restricted for twelve months from the date of issue (the “Facilitation Fee”), based on the receipt of funding for the BioGrid project. The financing is secured by a first ranking registered security registration against the Company and all of its assets including all ownership positions in its subsidiaries. The proceeds will be used to fund the equipment for the expansion and upgrade of the BioGrid. The debenture holders have the option to convert after issuance, upon thirty days’ notice, into common stock of the Company at a mutually agreed conversion price of $5 per share. There are also forced conversion features providing for conversion into common stock of the Company, should the Company’s trading price of the common stock remain at $10 or higher for twenty consecutive trading days, at a price of $5 per common stock. Further, there is a redemption option for the Company to redeem the shares, at the earliest, one year after issuance and upon thirty days’ notice (the “Redemption Notice”), for all or part of the issued Debentures, with a ninety day interest penalty calculated on the amount being redeemed on an annualized basis. Upon receipt of the Redemption Notice, the debenture holders have the option to exercise their conversion option at the applicable conversion price no later than ten days prior to the redemption date. The financing also includes certain general conditions, closing conditions, documentation and ongoing reporting requirements. And, the Company is also responsible for additional closing costs, including legal expenses, up to a maximum of $19,060 ($25,000 CAD), of which $11,361 ($15,000 CAD) was invoiced and paid.

 

The scheduled advances for the first four tranches, consisting of a minimum of $1,000,000 on or before August 10, 2016, $2,000,000 on September 28, 2016, $2,000,000 on October 28, 2016 and $2,000,000 on November 28, 2016, have not yet been advanced to the Company and as such, the Company and Phoenix Capital are renegotiating new funding dates for these and subsequent advances.

 
c)

The Company currently has a financing engagement agreement with Phoenix Capital, amended on July 20, 2016 and expiring December 31, 2016. Phoenix Capital will provide corporate finance advisory and facilitation services and will assist the Company in structuring, negotiating and facilitating a financing arrangement of up to $11,436,000 ($15,000,000 CAD). The fees for these services totaled $46,686 ($60,000 CAD), of which $23,814 ($30,000 CAD) have been paid and included under professional fees on the interim condensed consolidated statements of operations and comprehensive loss. The balance, $22,872 ($30,000 CAD), will be paid out of the proceeds of the financing for the BioGrid, noted above. In addition, Phoenix Capital received $11,361 ($15,000 CAD) to complete a due diligence report on the Company and its BioGrid project.

 

The first of such financing with Phoenix Capital was finalized on July 16, 2016, as noted above.

16. Subsequent Events

a)

On October 16, 2016, the Company informed the Director of Operations at the Township of Georgian Bluffs, that it was invoking the Force Majeure provision under section 17 of the expansion and operation agreement with the BioGrid, as a result of a catastrophic failure of the BioGrid’s gas engine. The parties are in the process of resolving this issue under the Disputes and Resolutions provision under section 19 of the expansion and operation agreement.

Page | 12



SusGlobal Energy Corp.
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2016 and December 31, 2015
(unaudited)

16. Subsequent Events , continued

b)

On October 21, 2016, the Company hired the services of a contractor to assume the role of Vice President of Corporate Development, effective November 1, 2016, for a period of fourteen months, at the rate of $3,050 ($4,000 CAD) per month, plus applicable taxes. In addition, the contractor was offered up to 115,000 common shares of the Company, at a price of $0.10 per common share, exercisable within 180 days of the effective date of the contract.

 

 

c)

On October 26, 2016, the Company was informed by the legal representative of the Townships of Georgian Bluffs and Chatsworth (the “Municipalities”), that the Municipalities recognize the Force Majeure Event for the equipment failure of the BioGrid’s gas engine. The Municipalities expect the Company to take all commercially reasonable steps to obtain the necessary parts and have them installed as quickly as possible.

 

 

On October 28, 2016 at a scheduled meeting with the Municipalities, the Company advised the Municipalities as to the concerns the Company had with protecting the assets at the BioGrid and the potential damage which may be caused should the equipment failure not be rectified prior to temperatures reaching low levels and as a result impact the biodigester operation negatively exposing the biodigester to irreparable further damage.

 

 

On November 2, 2016, the Company was informed by the legal representative of the Municipalities, that the Company had breached the biodigester expansion and operation agreement. The Municipalities indicated that they are willing to continue with the agreement and will waive their right of termination subject to the Company agreeing and fulfilling certain conditions between the dates of November 2, 2016 and December 15, 2016.

 

 

On November 4, 2016, the Company was informed by the Municipalities, that they have rejected the Company’s claim for Force Majeure and have served the Company with Notice of Immediate Termination. The Company continues to use commercially reasonable efforts to rectify the cause of the Force Majeure Event while the claim for Force Majeure is in effect and is in the process of resolving this issue with the Municipalities under the Disputes and Resolutions provision in section 19 of the biodigester operation and expansion agreement.

The Company has evaluated subsequent events that occurred after September 30, 2016 through December 8, 2016, which is the date the interim condensed consolidated financial statements were available to be issued.

17. Comparative Figures

Certain of the prior year’s comparative figures have been reclassified to conform to the current period’s presentation.

Page | 13


   
Item 21. Exhibits and Financial Statement Schedules

Exhibit    
Number                                                                                                                                                                   Description
     
3.1   Form of Certificate of Incorporation of SusGlobal Energy Corp.
     
3.2   Form of Bylaws of SusGlobal Energy Corp.
     
4.1   Specimen Common Stock certificate
     
5.1   Form of Opinion of Sichenzia Ross Ference Kesner LLP
     
8.1   Opinion of Blais, Halpert, Liberman & Greene LLC
     
10.1   SusGlobal Stock Option Plan
     
10.2   Executive Chairman Consulting Agreement between SusGlobal Energy corp., Travellers International Inc. and Marc Hazout*
     
10.3   CEO Consulting Agreement SusGlobal Energy Corp., Landfill Gas Canada Ltd. and Gerald Hamaliuk*
     
10.4   CFO Consulting Agreement between SusGlobal Energy Corp. and Ike Makrimichalos*
     
10.5   Financing Agreement with Phoenix Capital Partners Inc. dated December 2, 2015*
     
10.6   Memorandum of Agreement between Syngas SDN BHD and SusGlobal Energy Corp.
     
10.7   Commercial Lease Agreement between Haute Inc. and SusGlobal Energy Corp.
     
10.8   Biodigester Expansion and Operation Agreement***
     
21.1   Subsidiaries of the Registrant *
     
23.1   Consent of SF Partnership
     
23.2   Consent of Sichenzia Ross Ference Kesner LLP (form contained in Exhibit 5.1).
     
23.3   Consent of Blais, Halpert, Liberman & Greene LLC (contained in Exhibit 8.1)
     
24.1   Power of Attorney (included in the signature page to the Registration Statement on Form S-4, filed by SusGlobal Energy Corp. filed on January 1, 2016)

* Previously filed.

** To be filed by amendment

*** A redacted version of this Exhibit is filed herewith. An un-redacted version of this Exhibit has been separately filed with the Securities and Exchange Commission pursuant to an application for confidential treatment. The confidential portions of the Exhibit have been omitted and are marked by an asterisk.

59


Item 22. Undertakings

The undersigned registrant hereby undertakes:

(1)                   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)                  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b)                  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)                  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)                   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)                   That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of the registration statement shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)                   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants, the registrants have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(6)                  The undersigned registrant hereby undertakes to supply, by means of a post-effective amendment, all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(7)                   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, if a primary offering of securities of the undersigned registrant is deemed to occur pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, and if the securities are deemed to be offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)                  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)                  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)                  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)                  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario on December 22, 2016.

  SUSGLOBAL ENERGY CORP.
   
  By: /s/ Gerald Hamaliuk
  Name: Gerald Hamaliuk
  Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

                                                               Signature   Title   Date
         
/s/ Gerald Hamaliuk   Chief Executive Officer (principal   December 22, 2016
Gerald Hamaliuk   executive officer) and Director    
    Board    
/s/ Ike Makrimichalos   Chief Financial Officer and   December 22, 2016
Ike Makrimichalos   (principal financial and    
    accounting officer)    
         
         
/s/ Marc Hazout   President and Chairman   December 22, 2016
Marc Hazout        
         
/s/    Director   December 22, 2016
Vincent Ramoutar        

 

62




Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

SUSGLOBAL ENERGY CORP.

FIRST : The name of the Corporation is SusGlobal Energy Corp.

SECOND : The registered office of the Corporation in the State of Delaware is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent. The registered agent of the Corporation at that address is National Registered Agents, Inc.

THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH 4.01 The total number of authorized shares of stock this Corporation is authorized to issue shall be 160,000,000 shares. The stock shall be divided into two classes to be designated as “Common Stock” and “Preferred Stock”.

4.02 Common Stock. The total number of authorized shares of Common Stock shall be 150,000,000 shares with a par value of $.0001 per share. Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders.

4.03 Preferred Stock. The total number of authorized shares of Preferred Stock shall be 10,000,000 shares with a par value of $.0001 per share. The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

(a)               Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;

(b)              The number of shares to constitute the class or series and the designation thereof;

(c)               The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

(d)              Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shal1 be redeemable and the manner of redemption;

(e)               Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

(f)               The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

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(g)               The preferences, ifany, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;

(h)               Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(i)               Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

FIFTH : The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the Corporation.

SIXTH : In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

SEVENTH : The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the man nor prescribed by the laws of the State of '.Delaware. All rights herein conferred are gran ted subject to this reservation.

EIGHTH : The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

NINTH : The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section , and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

TENTH : The incorporator is Marc Hazout, whose mailing address is SusGlobal Energy Corp., 200 Davenport Road, Toronto Ontario, M5R 1J2, Canada.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be signed this ___ day of June 2016.

\s\                                             
           Incorporator

2




Exhibit 3.2

SusGlobal Energy Corp.

BYLAWS

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as the persons or person calling the special meeting shall fix.

Section 3. Notice of Meetings.

Notice of the place, date and time of all meetings of the stockholders shall be given in writing or by electronic transmission, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

1


If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is given to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the corporation or, in his absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. Ianthe absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to the chairman in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing, if authorized by the Board of Directors, or by electronic transmission and presented in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder's name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder (or a person acting as proxy for a stockholder) entitled to vote, a stock vote shall be taken. Every stockvoteshallbetaken byballot. Each ballot shall state the name ofthestockholder orproxyvoting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman ofthemeeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law,allothermatters shallbe determined by a majority of the votes cast.

2


Section 8. Stock List.

The corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder's name. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least I O days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by an stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, provided that the Board of Directors may in its discretion permit another form of delivery for consents given by electronic transmission. Every written consent shall bear the date of signature of each stockholder who signs the consent.

3


ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be one. Each director shall be elected for a term of one year. A director whose term has expired and whose directorship has not been eliminated by a decrease in the number of directors effective upon the expiration of the director's one year term) shall continue in office until such director's successor is elected and qualified, except as otherwise provided herein or required bylaw.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office may elect persons to serve in such newly-created directorships for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, thereshall bevacancies ontheboard which arebeing eliminated bythedecrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until a successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized inwritingamongalldirectors. Aseparatenoticeofeachsuchregularmeetingshall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as the person or persons calling the special meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by transmitting the same by facsimile or other means of electronic transmission not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

4


At any meeting of the Board of Directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone or other Communications Equipment.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and be heard by each other and such participation shall constitute presence in person at such meeting.

Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 8. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation.

Section 9. Compensation of Directors.

Directors, as such, shall not receive fees or other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Directors may be reimbursed for actual out-of-pocket expenses incurred by them in the performance of their duties as directors.

5


ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors may from time to time designate committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall,forthosecommitteesandanyothersprovided forherein,electadirectorordirectors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shallactinaccordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

6


ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. The president shall be a member of the Board of Directors. Any number of offices may be held by the same person.

Section 2. President.

The president shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the president shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. The president shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

Section 3. Vice President.

Each vice president shall have such powers and duties as may be delegated to him or her by the Board of Directors. One vice president shall be designated by the board to perform the duties and exercise the powers of the president in the event of the president's absence or disability.

Section 4. Treasurer.

The treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Secretary.

The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. Delegation of Authority.

7


The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any other provision of these bylaws.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the president shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

8


ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the president or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, certifying the number of shares owned by such stockholder. Any of or all the signatures on the certificate may be facsimile.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish (or in the absence of such regulations, pursuant to a resolution adopted by the Board of Directors) concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

9


The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may by resolution establish from time to time.

10


ARTICLE VI – NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required by these bylaws to be given to any stockholder, director, officer, employee or agent, shall be in writing or by electronic transmission and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by prepaid telegram or mailgram, by transmitting such notice by facsimile or other means of electronic transmission or by sending such notice by Federal Express or other similar private carrier providing evidence of delivery. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation, or in the case of notice by electronic transmission, to a number or electronic mail address at which such person has consented to receive notice. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by telegram or mailgram or by private carrier, shall be the time of the giving of the notice. Any notice to stockholders given by the corporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if ( 1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to the preceding sentence shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary of an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated herein.

Section 2. Waivers.

A written waiver or waiver by electronic transmission of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

11


ARTICLE VII - MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may approve and adopt a suitable seal, containing the name of the corporation, which seal shall be in the charge of the secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the treasurer or by an assistant secretary or assistant treasurer.

Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, and upon such information, opinions, reports and statements made to the corporation by any of its officers, employees, or committees of the board of directors, or by any other person as to matters reasonably believed to be within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

Section 4. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 5. Time Periods.

In applying any provision of these bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

12


ARTICLE VIII - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

13



 


For Value Received, ______________________________________ hereby sell, assign and transfer unto

 
  PLEASE INSERT SOCIAL INSURANCE NUMBER OF ASSIGNEE

 
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
 
 
 

_______________________________________________ _________________________  Shares
Of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint

_______________________________________________ _________________________
Attorney, to transfer the said common shares on the Books of the within-named Corporation, with full power of substitution in the premises.

Dated ______________________________________

 

   
   
   
In the presence of  
   
   
   

 

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.




Exhibit 8.1

November 14, 2016

SusGlobal Energy Corp.
200 Davenport Road
Toronto, ON M5R 1J2

Re:             Opinion of Blais, Halpert, Lieberman & Greene LLC as to Tax Matters

Ladies and Gentlemen:

We have acted as special tax counsel to SusGlobal Energy Corp., a corporation existing under the laws of the province of Ontario, Canada (the “Company”), in connection with its change of jurisdiction of incorporation by discontinuing from Ontario and continuing and domesticating as a corporation incorporated under the laws of the state of Delaware (the “Domestication”), and upon which, on the effective date of the Domestication (the “Effective Time”), each currently issued and outstanding common share of the Company (as an Ontario corporation) will automatically convert, on a one-for-one basis, into a share of common stock of the Company (as a Delaware corporation). This opinion is being delivered in connection with the registration statement on Form S-4 (Registration No. 333-209143) initially filed by the Company on January 28, 2016 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (as such registration statement has been amended through the date hereof and together with the documents incorporated by reference therein, the “Registration Statement”).

We have examined (i) the Registration Statement and (ii) the representation letter of the Company delivered to us in connection with this opinion (the “Representation Letter”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that (i) the statements concerning the Domestication set forth in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (ii) the representations made by the Company in its Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time and (iii) any representations made in the Representation Letter “to the knowledge of,” or based on the belief of the Company or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we hereby confirm that the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Domestication” represents our opinion as to such matters.

We do not express any opinion herein concerning any law other than the federal law of the United States.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement, and to the references to our firm name therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Blais, Halpert, Lieberman & Greene LLC           
Blais, Halpert, Lieberman & Greene LLC



SCHEDULE “H”
SUSGLOBAL ENERGY CORP.
(the "Company")
STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

The Company hereby establishes a stock option plan for Directors, Employees and Consultants (as such terms are defined below) of the Company and its subsidiaries, to be known as the "SUSGLOBAL ENERGY CORP. Stock Option Plan" (the "Plan") or such other name as may be approved from time to time by the Board of Directors of the Company. The purpose of the Plan is to give to Directors, Employees and Consultants, as additional compensation the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to five years as an incentive and determined by the Board of Directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined below) prevailing on the Board of Directors of the Company and as permitted by the policies of the Exchange (as defined below).

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

(a) "Affiliate" means an affiliate within the meaning of the Business Corporations Act (Ontario).

(b) "Associate" means an associate as defined in the Securities Act.

(c) "Board" or "Board of Directors" means the Board of Directors of the Company.

(d) "Change of Control" means the acquisition by any person or by two or more persons, acting jointly or in concert (within the meaning of the Securities Act) of the Company, which when added to all other voting securities of the Company at the time held by such person or by such persons, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such persons, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company.

(e) "Consultant" means, in relation to the Company, an individual (or company wholly-owned by an individual) who:

(i) provides ongoing consulting services to the Company or an Affiliate of the Company under a written contract;

(ii) possesses technical, business or management expertise of value to the Company or an Affiliate of the Company;


(iii) spends a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and

(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

(f) "Company" means SUSGLOBAL ENERGY CORP. and its successors.

(g) "Directors “means directors, senior officers and Management Company Employees of the Company or of the Company's subsidiaries to whom stock options can be granted in reliance on a prospectus exemption under applicable securities laws.

(h) "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

(i) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which such Optionee was last employed or engaged by the Company or its subsidiaries; or

(ii) acting as a director or officer of the Company or its subsidiaries.

(i) "Discounted Market Price" of Shares means, if the Shares are listed on the Exchange, the Market Price less the maximum discount permitted under the policies of the Exchange applicable to Options.

(j) "Employee" means:

(i) an individual who is considered an employee of the Company or a subsidiary of the Company under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary of the Company providing services normally provided by an employee and who is subject to the same control and direction over the details and methods of work as an employee of the company or a subsidiary of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or a subsidiary of the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or a subsidiary of the Company over the details and methods of work as an employee of the Company, or a subsidiary of the Company but for whom income tax deductions are not made at source.

(k) "Exchange" means the TSX Venture Exchange or, if applicable, The Toronto Stock Exchange or any other stock exchange on which the Shares are listed and posted for trading.

(l) "Expiry Date" means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

(m) "Grant Date" means the date on which an Option is granted by the Board.

(n) "Insider" means:

(i) a director or senior officer of the Company;


(ii) a director or senior officer of a company that is an Insider or a subsidiary of the Company; or;

(iii) a person that beneficially owns or controls, directly or indirectly, voting shares of the Company carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company.

(o) "Investor Relations Activities" means investor relations activities as defined in the rules and policies of the Exchange.

(p) "Management Company Employee" means an individual employed by a Person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the company, but excluding a Person engaged in Investor Relations Activities. "Management Company Employees" are included in the definition of "Directors".

(q) "Market Price" of Shares at any Grant Date means, the closing price per Share on the Exchange for the last day Shares were traded prior to the Grant Date, provided such price is fixed in accordance with and subject to the policies of the Exchange, or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sales price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.

(r) "Options" means an option to purchase Shares granted pursuant to this Plan.

(s) "Option Agreement" means an agreement, between the Company and an Optionee.

(t) "Optionee" means each of the Directors, Employees and Consultants granted an Option pursuant to this Plan and their heirs, executors and administrators and, subject to the policies of the Exchange, an "Optionee" may also be a corporation wholly-owned by an individual eligible for an Option grant pursuant to this Plan.

(u) "Option Price" means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

(v) "Option Shares" means the aggregate number of Shares which an Optionee may purchase under an Option.

(w) "Person" means an individual, corporation, incorporated association or organization, corporate body, partnership, trust, association or other entity.

(x) "Plan" means this SUSGLOBAL ENERGY CORP. Stock Option Plan.

(y) "Shares" means the common shares in the capital of the Company as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

(z) "Securities Act" means the Securities Act (Ontario), R.S.O. 1990, c.S.5, as amended, as at the date hereof.

(aa) "Unissued Option Shares" means the number of Shares, at a particular time, which has been allotted for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.


(bb) "Vested" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Options Agreement.

3. GRANT OF OPTIONS

3.1 Option Terms

The Board may from time to time authorize the issue of Options to the Directors, Employees and Consultants of the Company and its subsidiaries. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. The Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than five years after the Grant Date. Options shall not be assignable (or transferable) by the Optionee.

3.2 Limits on Shares Issuable on Exercise of Options

The maximum number of Shares which may be issuable pursuant to options granted under the Plan shall be 2,000,000 Shares or such additional amount as may be approved from time to time by the shareholders of the Company. The aggregate number of Shares that may be reserved for issuance to any one individual under the Plan and under all of the Company's other previously established or proposed share compensation arrangements shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis at time of the grant. The aggregate number of Shares that may be reserved for issuance to Consultants under the Plan and under all the Company's other previously established or proposed share compensation arrangements shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis at the time of the grant. The aggregate number of Shares which may be reserved for issuance to persons employed in Investor Relations Activities under the Plan and under all of the Company's other previously established or proposed share compensation arrangements shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis at the time of the grant, unless the Exchange permits otherwise. The number of Shares which may be reserved for issuance under the Plan and under all the Company's other previously established or proposed share compensation arrangements (a) in the aggregate shall not exceed 10% of the outstanding issue of Shares; and (b) to any one Optionee within a one year period shall not exceed 5% of the outstanding issues of Shares.

For the purposes of subsections (a) and (b) above, "outstanding issue" is determined on the basis of the number of Shares that are outstanding immediately prior to the Share reservation in question; excluding Shares issued pursuant to Share compensation arrangements over the preceding one-year period.


3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to sections 4.3 and 4.4, an Option may be exercised to purchase any number of Shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 5:00 pm local time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Company a notice specifying the number of Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Share. Upon notice and payment there will be a binding contract for the issue of the Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the optionee's cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Vesting of Option Shares

The Board, subject to the policies of the Exchange, may determine and impose terms upon which each Option shall become vested in respect of Option Shares. Current policies of the TSX Venture Exchange provide that:

(a) the TSX Venture Exchange will not normally accept plans which permit vesting over a period of less than 18 months or that vesting schedules which permit a majority of the shares to be released early in that vesting period rather than equally on a quarterly basis; and

(b) options issued to Consultants engaged in Investor Relations Activities must vest in stages over a period of 12 months with no more than 1/4 of the Options vesting in any three month period;

(c) and such policies are hereby adopted by the Board to remain in effect until amended or repealed.


4.4 Termination of Employment

If the Optionee ceases to be a Director, Employer or Consultant of the Company or one of the Company's subsidiaries, his or her Options shall be exercisable as follows:

(a) Death or Disability

(i) If the Optionee ceases to be a Director, Employer or Consultant of the Company or a subsidiary of the Company, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides services to the Company or a subsidiary of the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of;

(ii) 365 days after the date of death or Disability; and

(iii) the Expiry Date;

(b) Termination for Cause

If the Optionee ceases to be a Director, Employer or Consultant of the Company or one of the Company's subsidiaries as a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, or in the case of an Optionee that is a corporation wholly owned by an individual who is a Director, Employee or Consultant and such individual ceases to be a Director, Employee or Consultant as a result of termination for cause as such term is interpreted in the courts of the jurisdiction in which such individual is employed or engaged, any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be canceled as of that date.

(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

If the Optionee or, in the case of an Option granted to an Optionee which is a company wholly-owned by an individual, ceases to be a Director, Employee or Consultant, such individual ceases to be a Director, Employee or Consultant of the Company or a subsidiary of the Company due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy then in force, or due to his or her termination by the Company or a subsidiary of the Company other than for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier the Expiry Date and the date which is 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of an Option granted to an Optionee which a corporation wholly-owned by an individual who is a Director, Employee or Consultant, such individual, ceases to be a Director, Employee or Consultant of the Company or a subsidiary of the Company.


For greater certainty, an Option that has not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this section 4.4 occurred, shall not be or become exercisable in respect of such Unissued Option Shares and shall be canceled.

4.5 Effect of a Take-Over Bid

If a bona fide offer (an "Offer") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) (or more particularly, as described in paragraph (c) under the definition of "distribution") of the Securities Act , the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Option Shares belonging to the class of shares subject to such Offer will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer.

However, if:

(a) the Offer is not completed within the time specified therein; or

(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of subsection (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to section 4.3 shall be reinstated. If any Option shares are returned to the Company under this section 4.5, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Options granted under the Plan to be Vested, and declare the Expiry Date for the exercise of all unexercised Options granted under the Plan to be accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer.

4.7 Effect of a Change of Control

If a Change of Control occurs, all Option Shares subject to each outstanding Option will become vested, whereupon such Option may be exercised in whole or in part by the Optionee.


4.8 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of an Option granted to an Optionee which is a company wholly-owned by an individual who is a Director, Employee or Consultant, such individual, retire, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at the time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation or nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.9 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lessor number of Shares (each of such events being herein called a "Share Reorganization") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option: (a) the Option Price will be adjusted to a price per Share which is the product of: (i) the Option Price in effect immediately before that effective date or record date; and (ii) fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).

5.2 Special Distribution

Subject to the prior approval of the Exchange, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;


(a) shares of the Company, other than the Shares;

(b) evidence of indebtedness;

(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or

(d) rights, options or warrants; then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a "Special Distribution"), and effective immediately after the record date at which holders of shares are determined for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Options Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Company, other than as described in sections 5.1 or 5.2;

(b) a consolidation, arrangement, merger or amalgamation of the Company with or into another company resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or

(c) a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation; (any such event being herein called a "Company Reorganization") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option shares which the Optionee would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that the Option would have been entitled to receive as a result of the Company Reorganization if, on the effective date thereof, the Optionee has been the holder of all Unissued Options Shares or if appropriate, as otherwise determined by the Board.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Company Reorganization, such questions shall be conclusively determined by the Company's auditor, or, if such auditor declines to so act, any other firm of chartered accountants in Canada that the Board may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.


5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option shares or other securities purchasable under the Plan pursuant to the operations of any one of sections 5.1, 5.2 or 5.3 is subject to any required approval of exchange and of any securities regulatory or other governmental authority having jurisdiction.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary or other governmental authority having jurisdiction.

6.2 Necessary Approvals

This Plan shall be effective only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval may only be exercised upon the receipt of such approval. The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to any required approval of the Exchange and any securities regulatory or other governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and an Option Price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.

6.3 Administration of the Plan

The Board shall, without limitations, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.


6.4 Income Taxes

As a condition of and prior to participation in the Plan, any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of the Optionee's participation in the Plan.

6.5 Amendments to the Plan

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the Exchange or any other regulatory body having authority over the Company of the Plan, suspend, terminate or discontinue the plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee, and, that disinterested shareholder approval (within the meaning of the policies of the Toronto Stock Exchange) will be obtained for any reduction in the exercise price if the Optionee is an Insider at the time of the proposed amendment.

6.6 Disinterested Shareholder Approval

The Company shall obtain disinterested shareholder approval (within the meaning of the policies of the Toronto Stock Exchange) of Options if:

(a) the Plan, together with all of the Company's previously established proposed stock option grants, could result at any time in;

(i) the number of Shares reserved for issuance pursuant to stock options granted to Insiders exceeds 10% of the outstanding Shares;

(ii) the issuance to Insiders, within a one year period, of a number of Shares exceeds 10% of the outstanding Shares; or

(iii) the issuance to any one Insider and such Insider's Associates, within a one year period, of a number of Shares exceeds 5% of the outstanding Shares or

(b) the Company is decreasing the exercise price of Option previously granted to Insiders.

6.7 Form of Notice

A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head business office of the Company.


6.8 No Representation or Warranty as to Value

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.9 Representation or Warranty as to Bona Fides

For Options granted to Employees, Consultants and Management Company Employees, the Company will represent to the Exchange that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Company or one of its subsidiaries.

6.10 Compliance with Applicable Law

If any provision of the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.11 No Assignment

No Optionee may assign any of his or her rights under the Plan.

6.12 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of the Unissued Option shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any right offering).

6.13 Governing Law

The Plan shall be governed by laws of the province of Ontario.

6.14 Time of Essence

Time is of the essence of this Plan. No extension of time will be deemed to be or to operate as a waiver of the essentially of time.

6.15 Entire Agreement

This Plan sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.



COMMERCIAL LEASE

Made the 1 st day of January, 2016

BETWEEN

HAUTE INC.

A Corporation incorporated pursuant to the laws of the Province of Ontario

(the “Landlord”)

                                      -and-

SUSGLOBAL ENERGY CORP.

A Corporation incorporated pursuant to the laws of the Province of Ontario

(the “Tenant”)

In consideration of the rents, covenants and obligations stipulated herein the Landlord and the Tenant have agreed to enter into a Lease, the premises located at and known municipally as 200 Davenport Road, Toronto Ontario, as more particularly described herein (the “Premises”).

1. GRANT OF LEASE

(1)

The Landlord leases the Premises to the Tenant:

     
(a)

at the Rent set forth in Section 2:

     
(b)

for the Term set forth in Section 3: and

     
(c)

subject to the conditions and in accordance with the covenants, obligations and agreements herein.


(2)

The Landlord covenants that it has the right to grant the leasehold interest in the Premises free from encumbrances except as disclosed on title.

2. RENT

(1)

The Tenant covenants to pay to the Landlord, during the TERM of this Lease Gross Rent as Follows:

The sum of FORTY-TWO THOUSAND DOLLARS ($42,000.00) per annum, payable monthly in advance in equal installments of THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500.00) on the 1 st day of each and every month, commencing on the first day of the Term as Basic Rent. Basic Rent shall be subject to H.S.T.

The Tenant shall provide the Landlord with the sum of SEVEN THOUSAND DOLLARS ($7,000.00) on account of first and last months’ Basic Rent for the Premises plus H.S.T upon the signing of this Lease. The Tenant shall also provide the Landlord with Ten (10) post-dated cheques in the sum of THREE THOUSAND NINE HUNDRED AND FIFTY-FIVE DOLLARS ($3,955.00) each prior to the commencement of the Term.

3. TERM, POSSESSION and RENEWAL

(1)      The Tenant shall have possession of the Premises for a period of One (1) year commencing on the 1 st day of January, 2016, and ending on the 31 st day of December, 2016 (the “Term”).


4. TERMINATION AT END OF TERM

            If the Tenant remains in possession of the Premises after termination of this Lease as aforesaid and if the Landlord then accepts rent for the Premises from the Tenant, it is agreed that such overholding by the Tenant and acceptance of Rent by the Landlord shall create a monthly tenancy only but the tenancy shall remain subject to all the terms and conditions of this Lease except those regarding the Term.

5. NOTICE

(1)      Any notice required or permitted to be given by one party to the other pursuant to the terms of this Lease may be given to the Landlord at the Premises and to the Tenant at the Premises.

(2)      The above addresses may be changed at any time by providing written notice to the other party.

(3)      Any notice given by one party to the other in accordance with the provision of this Lease shall be deemed conclusively to have been received on the date delivered if the notice is served personally or seventy-two (72) hours after mailing if the notice is mailed.

6. REGISTRATION

            The Tenant shall not at any time register notice of or a copy of this Lease on title to the property of which the Premises form part without consent of the Landlord.

7. INTERPRETATION

(1)      The words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender, and words importing persons shall include firms and corporations and vice versa.

(2)      Unless the context otherwise requires, the word “Landlord” and the word “Tenant” wherever used herein shall be construed to include the executors, administrators, successors and assigns of the Landlord and Tenant, respectively.

(3)      When there are two or more Tenants bound by the same covenants herein contained, their obligations shall be joint and several.

(4)      This Lease constitutes the entire agreement between the parties pertaining to the subject matter of this Lease and supersedes all prior agreements, offers to lease, understandings, negotiations and discussions, whether oral or written, of the parties. This Lease may not be modified or amended except pursuant to an agreement in writing executed by the Landlord and the Tenant. There are no representations, warranties, covenants, inducements, conditions or other agreements, whether oral or written, express or implied, forming part of or in any way affecting or relating to this Lease except as expressly set out in this Lease. Without limiting the generality of the foregoing, the Tenant specifically acknowledges and agrees that the landlord has not made any representations or warranties to the Tenant regarding whether the Tenant’s intended use of the Premises is permitted by the applicable zoning, the Tenant having independently satisfied itself with respect to this matter prior to signing this Lease. All representations, warranties, covenants, inducements, conditions and other agreements made by either party or their representatives which are relied upon by the other party are contained in this Lease and each party disclaims reliance on any representations, warranties, covenants, inducements, conditions or agreements.

Signatures on following page.


            In Witness of the foregoing covenants the Landlord and the Tenant have executed this Lease.

Witness

  LANDLORD
   
  HAUTE INC.
   
   
  Per: /s/ Marc Hazout                                 
   
  MARC HAZOUT-President
   
  I have the authority to bind the Corporation
   
   
  TENANT
   
  SUSGLOBAL ENERGY CORP.
   
   
  Per: ___________________________
   
  Name:
   
  Title:
   
  I have authority to bind the Corporation



BIODIGESTER EXPANSION AND OPERATION AGREEMENT

THIS biodigester expansion and operation agreement made as of the 1st day of June, 2016 (the "Effective Date");

B E T W E E N:

The Corporation of the Township of Georgian Bluffs
(hereinafter called “Georgian Bluffs”)

                                                                                      and

The Corporation of the Township of Chatsworth
(hereinafter “Chatsworth”)

                                                                                     and

SusGlobal Energy Canada I Ltd

(hereinafter called “the Company”)

WHEREAS Georgian Bluffs and Chatsworth (together the "Municipalities") together own property and operate a biodigester and electricity generating facility located at 062111 Side Road 3, Georgian Bluffs (Lot 4, Concession 6, former Township of Derby, County of Grey) (the “Existing Facility”);

AND WHEREAS the Municipalities have formed a joint board, as a joint municipal standing committee, the Biodigester Joint Board, to report, recommend and oversee the management of the Existing Facility,to make reports and recommendations concerning the Existing Facility to the Councils of each of the Municipalities and to pursue improvements to the Existing Facility (the “Joint Board”);

AND WHEREAS subsection I I (3) of the Municipal Act, 2001 provides that the Municipalities may pass by- laws respecting, inter alia, waste management and public utilities;

AND WHEREAS section 74 of the Municipal Act, 2001 provides that municipalities may for their own purposes pass such by-laws in relation to waste management in the municipality or in another municipality:

AND WHEREAS section 93 of the Municipal Act provides that no person shall construct, maintain or operate a sewage public utility in the municipality if the municipality has jurisdiction to provide the public utility in that area without first obtaining consent of the municipality and further provides that the consent may be subject to such conditions and li mits on the powers to which the consent relates as may be agreed upon;


AND WHEREAS the Municipalities deem it desirable to provide consent to the Company to construct, maintain and operate a sewage public utility and to set out the conditions and limits on such consent as have been agreed upon;

AND WHEREAS the Municipal Act, 2001 provides that each of the Municipalities may enter into agreements for the provision of municipal capital facilities including facilities used for wastewater purposes;

AND WHEREAS a municipal capital facilities agreement may provide for the lease, operation and maintenance of the municipal capital facilities and may provide for certain types of assistance to be provided in respect of such facilities;

AND WHEREAS each of the Municipalities may provide financial or other assistance to any person who has entered into a municipal capital facilities agreement in respect of the facilities that are subject of the agreement;

AND WHEREAS by resolution <*>, Council of Georgian Bluffs has declared that the Existing Facility and the Proposed Expansion are municipal capital facilities for the purposes of the Township and are for a wastewater purpose;

AND WHEREAS by resolution <*>, Council of Chatsworth has declared that the Existing Facility and the Proposed Expansion are municipal capital facilities for the purposes of the Township and are for a wastewater purpose;

AND WHEREAS in order to grant the license to the Company for a period of 25 years Chatsworth has enacted By-law <*>and Georgian Bluffs has enacted By-law <>;

AND WHEREAS Georgian Bluffs has amended the current tipping fees pursuant to By-law Number <*> and Chatsworth has amended the current tipping fees pursuant to By-law Number<*>;

AND WHEREAS each of Georgian Bluffs and Chatsworth have provided notice as required by the their respective By-laws prior to authorizing execution of this Agreement;

AND WHEREAS the Municipalities wish to improve the economic performance of the Existing Facility;

AND WHEREAS the electricity generated and environmental attributes by the Existing Facility are sold to or the property of the Independent Electricity System Operator pursuant to a Feed-In Tariff Contract -Contract # F-000-981-BIG-l 30-203 ("FIT Contract");

AND WHEREAS the Company desires to invest certain capital to modify the Existing Facility and construct the Plant (as defined below) and the Municipalities are willing to permit such investment to occur subject to the terms and conditions provided herein;

AND WHEREAS the Company has represented it has the technical and financial resources to improve the performance of the Existing Facility and operate the Plant on the terms and conditions provided herein;

2


NOW, THEREFORE, in consideration of the agreements herein expressed and other good and valuable consideration, the receipt and sufficiency of such consideration being acknowledged by each Party to each other Party, the Parties agree as follows:

1.

DEFINITIONS

   

Whenever used in this Agreement, the following terms shall have, unless otherwise expressly indicated, the meanings defined as follows:


  (l)

"Agreement" shall mean this biodigester expansion and operation agreement including all schedules hereto as such may from time to time be amended;


  (2)

"Applicable Laws" shall mean any applicable Canadian federal, provincial or municipal laws, orders-in-council, by-laws, codes, rules, policies, regulations and statutes; (b) applicable orders, decisions, codes, judgments, injunctions, decrees, awards and writs of any court, tribunal, arbitrator, Governmental Authority or other person having jurisdiction; (c) applicable rulings and conditions of any licence, permit, certificate, registration, authorization, consent and approval issued by a Governmental Authority; and (d) any requirements under or prescribed by applicable common law;

   

 

  (3)

"Business Day" shall mean any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario;

   

 

  (4)

"Company" or "company" shall mean SusGlobal Energy Canada I Ltd.; Company shall also mean and include any successor of the Company or any permitted assignee of the Company;

   

 

  (5)

"Control'' for the purposes of this Agreement 1s determined based on the following:

   

 

 

(a)        in the case of a corporation, a person controls such corporation if securities to which are attached more than fifty percent (50%) of the votes that may be cast to elect directors of such corporation are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of such corporation;

   

 

 

(b)        in the case of a limited partnership, the general partner of such limited partnership controls such limited partnership;

   

 

 

(c)        in the case of a person other than a corporation or a limited partnership, a person controls such person if the former person possesses, directly or indirectly, at least a majority partnership, co-tenancy or other interest in such person and has the overall power to determine the policies and conduct of the management of such person; and

   

 

 

(d)        a person who controls another person is deemed to control any person which is controlled, or deemed to be controlled, by the other person, and the words "Controls" and "Controlled" have corresponding meanings;

3

 



  (6)

"Chatsworth" means The Corporation of the Township of Chatsworth, a municipal corporation;

     
  (7)

"ECA" means an environmental compliance approval, renewable energy approval, certificate of approval or similar approval issued by the MOECC;

     
  (8)

"Effective Date" means the date first written above;

     
  (9)

"Environmental Law" shall mean and include any Applicable Law relating to the release of Hazardous Materials or protection of the environment and human health.


 

(10)

"Georgian Bluffs" means The Corporation of the Township of Georgian Bluffs, a municipal corporation;


  (11)

"Good Engineering and Operating Practices" means any of the practices, methods and activities adopted by a significant portion of the North American electric utility and environmental waste management industry as good practices applicable to the design, building, and operation of facilities of similar type, size and capacity or any of the practices, methods or activities which, in the exercise of skill, diligence, prudence, foresight and reasonable judgement by a prudent operator in light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, expedition and Laws and Regulations. Good Engineering and Operating Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather are intended to delineate acceptable practices, methods, or acts generally accepted in the North American electric utility industry and environmental waste management industry. Without limiting the generality of the foregoing and in respect of the operation of the Facility, Good Engineering and Operating Practices include taking Commercially Reasonable Efforts to ensure that:


  (a)

adequate materials, resources and supplies are available to meet the Facility's needs under reasonable conditions and reasonably anticipated abnormal conditions;

     
  (b)

sufficient operating personnel are available and are adequately qualified, experienced and trained to operate the Facility properly, efficiently and taking into account manufacturers' guidelines and specifications and are capable of responding to abnormal conditions;

     
  (c)

preventative, routine and non-routine maintenance and repairs are performed on a basis that ensures reliable long-term and safe operation and taking into account manufacturers' recommendations and are performed by knowledgeable, trained and experienced personnel utilizing proper equipment, tools and procedures; and

4

 



  (d)

appropriate monitoring and testing is done to ensure equipment is functioning as designed and to provide assurance that equipment will function properly under both normal and abnormal conditions.


  (12)

"Govern mental Authority" means any federal, provincial, or municipal government, parliament or legislature, or any regulatory authority, agency, tribunal, commission, board or department of any such government, parliament or legislature, or any court or other law, regulation or rule-making entity, having jurisdiction in the relevant circumstances and any person acting under the authority of any Governmental Authority;

     
  (13)

"Hazardous Material" shall mean and include each substance designated as a hazardous waste, hazardous substance, hazardous material, hazardous waste, special waste, radioactive material, pollutant, contaminant, toxic substance or other compound, element or substance in any form as designated with words of similar meaning and regulatory effect under any Environmental Law, petroleum and petroleum products, derivatives, wastes or additives, polychlorinated biphenyls, asbestos, and any other substance for which liability or standards of conduct may be imposed under Environmental Law.

     
  (14)

"IESO" means the Independent Electricity System Operator, or its successor;

     
  (15)

"Insolvency Legislation" means the Bankruptcy and Insolvency Act (Canada), the Winding Up and Restructuring Act (Canada), the Companies' Creditors Arrangement Act (Canada) and analogous legislation in effect in the provinces and territories of Canada and the bankruptcy, insolvency, creditor protection or similar laws of any other jurisdiction (regardless of the jurisdiction of such application or competence of such law);

     
  (16)

"ITA" means the Income Tax Act, R.S.C., 1985, c. I (5th Supp.);

     
  (17)

"Letter of Credit" means one or more irrevocable and unconditional standby letters of credit issued by a financial institution listed in either Schedule I or II of the Bank Act (Canada) or another financial institution having a minimum Credit Rating of (i) A- with S&P, (ii) A3 with Moody's, (iii) A (low) with DBRS, or (iv) A- with Fitch IBCA;

     
  (18)

"Material Adverse Effect" means any change (or changes taken together) in, or effect on, the affected Party that materially and adversely affects the ability of such Party to perform its obligations hereunder;

     
  (19)

"MFIPPA" means the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56;

5



  (20)

"MOECC" means the Ontario Ministry of the Environment and Climate Change and any successor ministry;

     
  (21)

"Municipalities" means Chatsworth and Georgian Bluffs and "Municipality" means either of Chatsworth or Georgian Bluffs, as the context requires;

     
  (22)

"Mu11icipal Act, 2001" means the Municipal Act, 2001, S.O. 2001, c. 25;

     
  (23)

"OHSA" means the Occupational Health and Safety Act, R.S.O . 1990, c. 0.1;

     
  (24)

"Parties" means all of Chatsworth, Georgian Bluffs and the Company and "Party" shall mean any one of them, provided that wherever Party is used, Chatsworth and Georgian Bluffs shall be deemed a single Party unless the contrary is expressly stated;

     
  (25)

"Plant" shall mean any and all equipment required for a facility to process Source Separated Organics ("SSO") including but not limited to the equipment listed in Schedule "A" to this Agreement and any associated structures including material handling, digestion, biogas collection and energy conversion equipment and Utilities Interfaces and other related equipment as deemed appropriate and supplied by the Company. All equipment supplied by the Company will be agreed by both parties after Environmental Permits are issued. The approved equipment listing will be substituted into Schedule "A" to this Agreement, which will be initialed by the Parties to demonstrate such approval, it being agreed that the Schedule "A" currently attached represents the equipment considered by the Parties hereto as representing the equipment required to be supplied. For certainty, it is agreed by the Parties that SSO does not include any commercial, agricultural or manure organic wastes.

     
  (26)

"Property" means the land owned jointly where the biodigester, the Existing Facility, is located, with a legal description as set out in Schedule "D" to this Agreement;

     
 

(27)

"Regulation 170/03" means Ontario Regulation 170/03 issued under the Environmental Protection Act, R.S.O. 1990, c. E.19;

     
  (28)

"Site" shall mean a location within the Municipalities' Property, having an approximate size of I O hectares. The Site shall be mutually agreed upon by the Parties, taking into account the convenience to supply SSO Feedstock, the convenience and proximity to the Utilities Interfaces, and aesthetic and environmental considerations. The Site shall include any necessary access to provide such vehicle access, water, sanitary and storm sewers, natural gas, biogas and electrical services to and from the Site as many be required. Following selection of the Site and utility locations, they shall be surveyed and a plan thereof be prepared at the expense of the Company, which plan and description shall be initialed by the Parties and attached to this Agreement as Schedule "E";

6



  (29)

"Start Date" means the earlier of the date the Company first receives SSO for the Plant or the date that is 18 months after the Effective Date;

     
  (30)

"STDC" means Sustainable Development Technology Canada or successor organization;

     
  (31)

"Taxes" means all ad va/orem, property, municipal, education, occupation, severance, production, transmission, utility, gross production, gross receipts, sales, use, excise and other taxes, governmental charges, licenses, permits and assessments, other than (i) HST and (ii) taxes based on profits, net income or net worth;

     
  (32)

"Utilities Interfaces" shall mean the equipment supplied by the Company that makes possible the interconnection between the Plant and utility services including but not limited to electricity, gas and water.


2.

TERM & TERMINATION


  (1)

Unless terminated earlier in accordance with the provisions of this Agreement, the term of this Agreement ("Term") shall be for twenty-five (25) years commencing upon the Effective Date and terminating at 5:00 p.m. local time on the twenty- fifth anniversary of the Effective Date. The Term may be renewed and extended for two additional periods for five (5) years each, each a Renewal Term, unless one Party delivers written notice of termination to the other Parties not later than one hundred and eighty days (180) prior to the end of the initial Term or any renewal and extension thereof. Provided, however, that in any renewal term each party shall have the right to terminate the contract upon provision of the 180 days written notice.


  (2)

This Agreement shall be immediately terminated upon written notice from the Municipalities to the Company, if one of the following events occurs:


  (a)

One of the events of Default in paragraphs 4(1)(a), 4(1)(b), 4(1)(c), 4( l ){d) or 13 occurs;

     
  (b)

If the Company is unable to secure the commitment of $7.5 million in funding with at least $1,000,000.00 being advanced to the Company within fifty (50) Business Days of the Effective Date (the "first tranche" of funding) or fails to provide any Letter of Credit or other financial assurance as provided for in this Agreement;

     
  (c)

If the Company fails to receive all approvals required for the construction of the Plant prior to the first anniversary of the Effective Date; or

     
  (d)

Fails to secure a supply of SSO of fifteen thousand (15,000) tonnes per annum, in the aggregate, for a minimum period of fifteen (15) years prior to the first anniversary of the Start Date;

7



  (3)

This Agreement may be terminated with twenty (20) Business Days written notice by:


  (a)

Any Party if an event of Force Majeure exceeds 1 year in duration; or

     
  (b)

The Parties mutually agree in writing to terminate this Agreement .


  (4)

If this Agreement is terminated as provided in Sub-section 2(2)(b), 2(2)(c), 2(2)(c) or 2(2)(d) then:


  (a)

Any assigned agreements (Maintenance, utility connection agreements, service agreements) will be immediately transferred to the Municipalities and the Parties shall work cooperatively through the transition; and

     
  (b)

the Company shall have twenty (20) Business Days to remove any of the Company's equipment, materials, vehicles or other items from the Property and shall have no further access to the Property thereafter.


  (5)

If this Agreement is terminated pursuant to Section 2(2) (a) or 3(3), the Municipality shall have the right to purchase the Plant for $1.00.


3.

LICENSE

     
(1)

The Municipalities hereby demise and license the Site to the Company, and the Company hereby licenses and accepts the Site from the Municipalities, to have and to hold during the Term, subject to the terms and conditions of this Agreement. During the Term of this Agreement, the Municipalities shall provide the Company with the quiet enjoyment of the Site for the purpose of the Existing Facility and Plant. Any use the Municipalities may make of the Property shall not interfere with the Company's operation of the Existing Facility and P l a n t .

     
(2)

The Company shall use the Site only for the purposes related to the Existing Facility and Plant as contemplated herein. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Site, provided that the fence is located on the Site at the discretion of the Company, if it is necessary for reasons of security or safety, after consultation with the Municipalities. All improvements shall be at the Company's expense, and the installation of all improvements shall be at the discretion and option of the Company. Any fill brought onto the site by the Company or its contractors will be "clean fill" according to civil works good practice in effect at the time. The Company shall have the right to replace, repair, add or otherwise modify its equipment or any portion thereof, whether the equipment is specified or not on any Schedule attached hereto, during the Term. This Agreement does not confer upon Company any rights to any mineral, water, aggregate, soil, or timber on the Property. The Municipalities may extract these resources provided that, in so doing, there is no interference with the Company’s rights in the Property herein or created by this Agreement. Any topsoil displaced during borehole, foundation excavations or otherwise shall be stockpiled and not removed from the Property, unless so done by the Municipalities or is required by Applicable Law.

8



  (3)

The Company will maintain the Property, the Existing Facility, the Site and the Plant in good condition, reasonable wear and tear excepted. It is understood and agreed that the Company's ability to use the Site is contingent upon it obtaining after the execution of this Agreement all of the certificates, permits and other approvals (collectively, the "Governmental Approvals") that may be required by any federal, provincial or local authorities which will permit the Company's use of the Site as set forth above. The Municipalities shall cooperate with the Company in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use by the Company. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to the Company is canceled, expires, lapses or is otherwise withdrawn or terminated by Governmental Authority, this Agreement is terminated and the Company shall have twenty (20) Business Days to remove any its equipment, materials, vehicles or other items from the Property and shall have no further access to the Property thereafter.

     
  (4)

During the Term of this Agreement, the Municipalities shall exempt the Company from all of the taxes levied by the Municipalities, including for municipal and school purposes related to the Property.


4.

PRIOR TO CONSTRUCTION OF THE PLANT


  (1)

The Company shall:

         
  (a)

Prior to 5:00 p.m. local time on the fiftieth (50 1 h) Business Day following the Effective Date, have:

         
  (1)

received the commitment of the funders to finance the expansion/construction and operation of the Plant and shall have received the first tranche of the funding and provide written confirmation of such to the Municipalities; and

         
  (2)

made suitable arrangements with the Municipalities to take over the operation and maintenance of the Existing Facility, including but not limited having the required insurance in place, transfer of responsibility for the utility services for the Existing Facility, assignment of the manufacturers services agreements and any filings with any Governmental Authority required for the operation of the Existing Facility.

         
  (b)

After 5:00 p.m. local time on the fiftieth (50 1 h) Business Day following the Effective Date, when the Company assumes control and responsibility for the Existing Facility, subject only to any express reservations, have retained Aquatech Canadian Water Services ("Facility Operator") to operate, maintain and repair the Existing Facility in accordance with all Applicable Law and Good Engineering and Operating Practices all at the sole cost of the Company. The Company may, subject to the consent of theMunicipalities, which isnottobe unreasonably withheld, from time to time, replace the Facility Operator, with a suitably qualified and experienced person to operate, maintain and repair the Existing Facility and shall provide the Municipalities with written proof of such retainer forthwith upon such retainer. Notwithstanding the foregoing, the Company shall remain solely responsible to ensure the Existing Facility is operated, maintained and repaired in compliance with Good Engineering and Operating Practice and all Applicable Laws.

9



  (c)

Prior to 5:00 p.m. local time on the seventieth (70 111 ) Business Day following the Effective Date, have submitted a complete application to the MOECC for an amendment to the existing approval for the Existing Facility and/or for a new approval for the Plant and/or Existing Facility, each or all as may be required by the MOECC to amend or replace the ECA for the Existing Facility.

     
  (d)

At or prior to 5:00 p.m. local time on the fiftieth (50 111 ) Business Day following the Effective Date and continuing during the Term, provide a Letter of Credit to the Municipalities in the amount of [*] to secure the Company's performance of its obligations hereunder, including paying third parties. The Municipalities may draw upon the Letter of Credit where (i) the Company has failed to make a required payment to the Municipalities under this Agreement; or (ii) where the Company has failed to pay a third party and such obligation is required to be paid by the Company under the provisions of this Agreement; or (ii i) the Company has failed to pay a third party any amount owed in respect of the Existing Facility or Plant and the Municipalities use the Letter of Credit to pay such. The Letter of Credit shall be in a form acceptable to the Municipalities acting reasonably. Where the Letter of Credit has been drawn upon, the Company shall replenish such Letter of Credit within twenty (20) Business Days of the Letter of Credit being drawn upon.

     
  (e)

Obtain all required permits and approvals or assist the Municipalities where applicable including as may be required zoning changes, official plan amendments, building permits and reimburse the Municipalities for any and all costs reasonably incurred and approved in advance in writing by the Company.

     
  (f)

Make the necessary arrangements for the completion of all Utilities Interfaces necessary for the Plant at the sole cost of the Company.

     
  (g)

Engage only qualified contractors, sub-contractors and other persons for the planning, design, installation and construction of the Plant in accordance with Good Engineering and Operating Practices and all Applicable Laws.

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

10



  (h)

Engage only qualified equipment suppliers with industry standard warranties.

     
  (i)

Ensure any person used for the planning, design, operation or construction of the Plant or part thereof, is properly qualified and has the appropriate insurance, including having any contractor or sub-contractor provide material and performance bonding in the amount of the contract price for the construction of the Plant.


  (2)

The Company shall provide a copy of its plans to the Municipalities to review prior to submission of any application for permits or approvals. The Municipalities agree to provide their comments on the plans as soon as reasonably practicable.

     
  (3)

The Company shall remit and/or pay all Taxes and other employers' fees, including but not limited to WSIB remittances, insurance premiums, Canada Pension Plan remittances and Employment Insurance remittances, related to any persons it employs to operate the Existing Facility and Plant and the Company acknowledges and agrees that any persons its so employs are its responsibility and are not employees, agents or contractors of the Municipalities.


5.

CONSTRUCTION AND OPERATION


  (1)

The Company, at its sole cost, shall:

       
  (a)

plan and develop the Plant in accordance with Schedule "B" - Plan and Description, unless otherwise agreed to by the Parties.

       
  (b)

adhere to Good Engineering and Operating Practices and all Applicable Law in carrying out the planning, design, engineering, project management, installation, construction, operation, maintenance and repair of the modifications to the Existing Facility, the Utilities Interfaces and the Plant.

       
  (c)

be identified as the 'constructor' of the Work for purposes of the OHSA and shall perform all obligations in connection therewith. Company shall be responsible for submission of the required 'Notice of Project" and registration form under OHSA. The Company shall deliver a copy of such "Notice of Project" to the Municipalities promptly on such document being available, and in any event prior to the commencement of construction of a Project. The Company shall develop, implement and diligently manage a worker health and safety management system to ensure compliance with all Applicable Laws. Throughout performance of work, the Company shall promptly notify the Municipalities of any critical injury, fatality, or any other significant worker health and safety incident, including any incident reported to a Governmental Authority, occurring at any Site. In the event of such incident, the Company shall take immediate actions in accordance with all Applicable Laws to mitigate the impact to worker health and safety.

11



  (d)

agrees to comply with all provisions of the Construction Lien Act, R.S.O. 1990, c. C.30, and other statutes from time to time applicable in respect of all work done or improvements made to the Site for which the Company is responsible pursuant to this Agreement and the Company shall take all steps necessary to ensure that no lien is enforceable against the Site or Property. If any lien becomes enforceable, then the Company shall use its commercially reasonable efforts to arrange for such lien to be discharged or vacated within sixty (60) Business Days of the date on which the Company becomes aware of such lien. Without limiting any of the foregoing, the Company shall satisfy all judgments and pay all costs resulting from any liens, or other encumbrances arising from the performance of the work or any actions brought in connection with any such liens or other encumbrances, or in connection with any other claim or lawsuit brought against the Municipalities by any person that provided goods or services to the Company.


  (e)

Arrange for the provision and payment of the necessary Utilities Interfaces.

     
  (f)

Charge and collect tipping fees as may be provided in the applicable by- laws of each Municipality and which accord with the provisions of this Agreement, provided that the Company shall not collect tipping fees for the Sunset Strip businesses as listed in [*].

     
  (g)

Undertake commissioning in accordance with the commissioning plan provided in Schedule "C".

     
  (h)

Maintain the existing fence and any other fence installed on or within the Property in good condition.

     
  (i)

Collect and remit taxes as required by Applicable Law.

     
  (j)

Plan, design, install, finance, construct and maintain any capital improvements of the Existing Facility as may be required by Applicable Laws or Good Engineering and Operating Practices.

     
  (k)

Prior to the first anniversary of the Start Date, have secured a stable, secure supply of SSO from one or more suppliers for a volume, in aggregate, of fifteen thousand (15,000) tonnes per annum for at least fifteen (15) years and confirmed such with the Municipalities by providing them evidence of such arrangements;.

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

12



  (2)

The Parties acknowledge that the continuity of the Plant operation will be subject to short term interruptions caused by routine maintenance, equipment breakdowns, testing schedules, forced outages and force majeure. The Company shall use commercially reasonable efforts to minimize the duration of interruptions.

     
  (3)

The Company shall receive, accept and process all septage and sewage from the geographic area of the Municipalities at the Existing Facility and/or the Plant, subject to compliance with Applicable Laws.

     
  (4)

The Company shall at no charge, on an as needed basis, accept and process all septage and sewage from the Sunset Strip businesses [*] collected and transported to the Existing Facility by the Municipalities.

     
  (5)

The Company shall be responsible for all sales and marketing of the SSO operation in order to secure the necessary feed stock and input materials and shall be responsible for the management and disposal of all outputs and waste products in accordance with Applicable Laws.

     
  (6)

The Parties shall record and maintain all records required by this Agreement or any other Governmental Authority.


6.

DECOMMISSIONING


  (1)

Except where this Agreement is terminated prior to the twenty-fifth anniversary of the Effective Date, at the Municipalities' written request, the Company shall remove the Plant from the Site on the later of the twenty-fifth anniversary of the Effective Date or thirty (30) Business Days after receipt of such request and restore the Site as close as practicable to the current state as at the Effective Date of this Agreement. The Company shall ensure the Existing Plant is left in a tidy, safe and operable state similar to the current state at the time of the Effective Date of this Agreement. All Hazardous Materials shall be removed from the Site and transported and disposed of in accordance with al l Applicable L a w s .

     
  (2)

Where this Agreement is terminated prior to the twenty-fifth anniversary of the Effective Date:


  (a)

and it is terminated as a result of a default by the Municipalities or otherwise without default by the Company, the Company may remove the equipment it owns from the Site and the Plant provided no harm is caused to the Existing Facility and the Existing Facility is left in a safe condition and in good working order; and

     
  (b)

and it is terminated as a result of a default by the Company, the Municipalities may purchase the Plant and equipment owned by the Company at the Site for one dollar ($1 .00).


7.

RESPONSIBILITIES OF THE MUNICIPALITIES

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

13



  (1)

The Municipalities:

       
  (a)

Agree to process any building permit application from the Company for the Plant in accordance with their existing practices;

       
  (b)

Shall cooperate with the Company in the permitting, design, financing, construction, modification and operation of the Existing Facility and the Plant, all at the cost of the Company;

       
  (c)

Shall cooperate with the Company to apply for capital grants to STDC and the Eureka Program and cooperate with the Company in any other applications for grants or financial assistance, all at the cost of the Company;

       
  (d)

Shall ensure that the Company receives the quiet enjoyment of the Site during the Term; and

       
  (e)

Consider requests from the Company to amend the by-laws establishing tipping fees.


8.

FIT CONTRACT


  (1)

The Company acknowledges the Existing Facility is subject to the FIT Contract. It shall be the responsibility of the Company to secure any amendments, if such are required, to the FIT Contract to permit the Plant to be constructed.

     
  (2)

The Company acknowledges that pursuant to the FIT Contract, the Environment Attributes related to the Existing Facility are the property of the IESO and the Company has no right to such Environmental Attributes, as such is defined in the FIT Contract. After 5:00 pm on the fiftieth (50th) Business Day following the Effective Date, the Company shall, at its sole cost except where the FIT Contract provides otherwise, track and provide information required by the FIT Contract for dealing with the Environmental Attributes. All right, title and interest in and to all Environmental Attributes arising in connection with the Plant, the Existing Facility, the Property or any of the activities or facilities or their operation as contemplated herein or as may occur from time to time in the future during the term of this Agreement, other than the Environmental Attributes that are the property of the IESO under the FIT Contract, belong to and are owned by the Company and each of the Municipalities hereby transfers, assigns and forever quit claims those Environmental Attributes to the Company.

     
  (3)

The Municipalities shall provide reasonable assistance to the Company to secure any amendments to the FIT Contract necessary for the Plant.

     
  (4)

The Company acknowledges that the FIT Contract will remain in the name of the Municipalities. After 5:00 pm on the fiftieth (50 1 h) Business Day following the Effective Date, the Municipalities are entitled to ten percent (10%) of the revenues and any other economic benefit from the FIT Contract and the Company is entitled ninety percent (90%) of the revenues and any other economic benefit from the FIT Contract. The Municipalities shall hold the said ninety percent (90%) of the revenues and any other economic benefit from the FIT Contract in trust for and on behalf of the Company and may offset any portion thereof consisting of money against any monies owed by the Company to the Municipalities if they have provided notice of such to the Company in sufficient time to prevent any reasonable likelihood of payment of the monies so offset by the Company..

14



  (5)

The Company shall operate the Existing Facility in compliance with the FIT Contract and Applicable Laws and shall use commercially reasonable efforts to maximize the energy output and revenue from the generation of electricity from the Existing Facility.


9.

TIPPING FEES & PAYMENTS

     
(1)

Each of the Municipalities retain the sole right and responsibility to establish tipping fees for the Existing Facilities and Plant, for both septage and the processing of SSO where such septage or SSO has its source and is produced in the geographic area of such Municipality ("In-Franchise Materials"). The Company may, no more than once per year, request the Municipalities to amend the by-law in respect of the tipping fees for In-Franchise Materials. The Municipalities will set the tipping fees for In-Franchise Materials in a manner that is consistent with Applicable Laws. For all septage or SSO generated from outside the geographic area of the Municipalities ("Ex-franchise Materials") the Municipalities agree that the Company may set all other tipping fees, and change, amend and otherwise deal with those other tipping fees, entirely as it sees fit so long as the tipping fees for Ex- Franchise Materials is not less than the tipping fees for In-Franchise Materials.

     
(2)

After, 5:00 p.m. on the fiftieth (50 1 h) Business Day following the Effective Date (when the Company shall assume control of the Existing Facility), the Company shall be responsible to bill and collect tipping fees in accordance with the approved by-laws of the relevant Municipality for the Plant for both septage and the processing of SSO which have their source and are produced in the geographic area of such Municipality, other than the sewage and septage of the Sunset Strip businesses [*] which is to be dealt with as set out in Section 9(5). Risk of collection of such fees (excluding Sunset Strip businesses fees where the risk resides with the Municipalities) resides with the Company.

     
(3)

Commencing on the Start Date, for each one year period ending on the anniversary of the Start Date, the Company shall ensure that payment is made to the Municipalities in the total amount to the Municipalities, together, of a minim um of [*], excluding any amounts referred to in Section 9(6) and any applicable Taxes, for each such twelve month period commencing on, and not before, the Start Date and ending on the termination of this Agreement (prorating as required at the time of such termination). This amount shall be paid in twelve (12) equal monthly installments of [*], excluding applicable Taxes, on the first (lst) Business Day of each month. The Municipalities may set off the revenue received pursuant to the FIT Contract being held in trust for and on behalf of the Company during a month against the amount to be paid by the Company to the Municipalities on the first (1 5 t) Business Day of the following month if but only if such set off is carried out in accordance with the requirements of Section 8(4). The payment may be made by electronic funds transfer or cheque payable to Georgian Bluffs, in trust for the Municipalities.

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

15



  (4)

During the Term of this Agreement, within twenty (20) Business Days of each anniversary of the Start Date, the Company shall provide a summary showing the revenue from the Existing Facility from septage and sewage (other than for certainty the revenue from tipping fees from septage and sewage from the Sunset Strip businesses [*]) and the FIT Contract. Often percent of the annual revenue from septage and sewage plus the FIT Contract exceeds [*] then the Company shall immediately pay the amount by which the ten percent of the annual revenue from septage and sewage plus the FIT Contract exceeds [*] to the Municipalities plus any applicable Taxes.

     
  (5)

Subject to Section 9(6) below, the Company shall be entitled to all revenue and benefits accruing or received with respect to the Existing Facility, the Property and the Plant from and after the date which is the fiftieth (50 1 h) Business Day after the Effective Date, provided that the Municipalities shall be entitled to ten percent (10%) of sewage and septage from local haulers and ten percent (10%) of the revenues from the FIT Contract during the period from the fiftieth (50th) Business Day after the Effective Date to (but not including) the Start Date. The Company shall have no right to receive any revenue for accepting and processing sewage and septage from the Sunset Strip businesses which shall remain with and be collected by the Municipalities .

     
  (6)

Any debts owing to the Municipalities with regard to septage and Sunset Strip fees as of the day the Company takes control of the Existing Facility (5:00 p.m. on the fiftieth (50th) Business Day following the Effective Date) are considered bad debts owing to the Municipalities and are their debts to collect and any such revenue collected shall remain revenue of the Municipalities, regardless of when collected. For certainty, it is confirmed by each of the Municipalities that all revenue and liabilities accruing or incurred with respect to the Existing Facility or the property prior to the Company taking control of the Existing Facility on the fiftieth (50 1 ) Business Day after the Effective Date are entirely and completely for the account of and the responsibility of the Municipalities.

     
  (7)

The Municipalities may periodically invoice the Company in respect of time spent by employees of each Municipality dealing with the Company as provided for in this Agreement, provided that no such employee time shall be spent without the prior written consent of the Company which expressly and specifically requests the same.

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

16



  (8)

All invoices are due and payable when rendered. If invoices are not paid within twenty (20) Business Days, then the Municipality may draw upon the Letter of Credit for the amount owing, it being agreed that any draw on the Letter of Cred it shall be treated as a payment by the Company under this Agreement.


I0. INSPECTION

  (1)

The Municipalities shall, at all times upon two (2) Business Days' prior notice, at any time after the fiftieth (50 1 h) Business Day following the Effective Date, have access to the Property, Existing Facility, Plant and Site and every part thereof during regular business hours and the Company shall, and shall cause all personnel operating and managing the Existing Facility and Plant, to furnish the Municipalities with all reasonable assistance in inspecting the Existing Facility and Plant for the purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the reasonable safety and security requirements of the Company and all personnel operating and managing the Existing Facility and Plant, as applicable, and shall not interfere with the operation of the Existing Facility and Plant.

     
  (2)

The inspection of the Existing Facility and Plant by or on behalf of the Municipalities shall not relieve the Company any of its obligations to comply with the terms of this Agreement or Applicable Law. No Event of Default of the Company will be waived or deemed to have been waived by any inspection by or on behalf of the Municipalities. In no event will any inspection by the Municipalities hereunder be a representation that there has been or will be compliance with this Agreement and Laws and Regulations.

     
  (3)

Failure by the Municipalities to inspect the Existing Facility or Plant or any part thereof shall not constitute a waiver of any of the rights of the Municipalities hereunder. An inspection not followed by a notice of an Event of Default to the Company shall not constitute or be deemed to constitute a waiver of any Event of Default of the Company, nor shall it constitute or be deemed to constitute an acknowledgement that there has been or will be compliance by the Company with this Agreement.

     
  (4)

The Municipalities shall bear its costs of the inspections carried out pursuant to Section 1 0(1).


11.

REPRESENTATIONS AND WARRANTS


  (1)

The Company represents to the Municipalities as follows, and acknowledges that the Municipalities are relying on such representations in entering into this Agreement:

17



  (a)

The Company is a corporation incorporated under the laws of the Province of Ontario, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.

     
  (b)

This Agreement has been duly authorized, executed, and delivered by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

     
  (c)

The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Company under:


  (1)

any contract or obligation to which the Company is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;

     
  (2)

the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Company;

     
  (3)

any judgment, decree, order or award of any Governmental Authority or arbitrator;

     
  (4)

any licence, permit, approval, consent or authorization held by the Company; or

     
  (5)

any Laws and Regulations,

that could have a Material Adverse Effect on the Company.

  (d)

There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Company or, to the knowledge of the Company, threatened against the Company.

     
  (e)

There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Company, threatened against the Company that could have a Material Adverse Effect on the Company.

18



  (f)

All requirements for the Company to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.

     
  (g)

The Company is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Municipalities of such non-resident status as per Section 6.

     
  (h)

All statements, specifications, data confirmations and information that have been set out in the Schedules to this Agreement are complete and accurate in all material respects and are hereby restated and reaffirmed by the Company as representations made to the Municipalities hereunder and there is no material information omitted from the Schedules to this Agreement which makes the information in such Schedules misleading or inaccurate.

     
  (i)

The Company is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Company or on its obligations under this Agreement.


  (2)

The Company is not aware of any facts or circumstances that would reasonably be expected to prevent the fulfilment of any of its obligations under this Agreement.

     
  (3)

The Municipalities represent to the Company as follows, and acknowledges that the Company is relying on such representations in entering into this Agreement:


  (a)

The Municipalities are corporations without share capital created under the laws of Ontario, and have the requisite power to enter into this Agreement and to perform its obligations hereunder.

     
  (b)

This Agreement has been duly authorized, executed, and delivered by each of the Municipalities and is a valid and binding obligation of the Municipalities enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.

     
  (c)

The execution and delivery of this Agreement by each of the Municipalities and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of such Municipality under:

19



  (1)

any contract or obligation to which the Municipality is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;

     
  (2)

the by-laws of the Municipality;

     
  (3)

any judgment, decree, order or award of any Governmental Authority or arbitrator;

     
  (4)

any licence, permit, approval, consent or authorization held by the Municipality; or

     
  (5)

any Applicable Laws,


 

that could have a Material Adverse Effect on the Municipality.

     
  (d)

There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Municipalities or, to the knowledge of the Municipalities, threatened against the Municipalities.

     
  (e)

There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of either of the Municipalities, threatened against either of the Municipalities, that could have a Material Adverse Effect on either of the Municipalities.

     
  (f)

Each of the Municipalities are in compliance with Applicable Laws other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Municipality or on its obligations under this Agreement.


12.

INSURANCE


  (1)

To protect each of the Parties against liability, loss, or expense arising out of, in connection with, or resulting from the respective duties of the Parties provided for hereunder, the Company shall, on the fiftieth (50 1 h) Business Day following the Effective Date and thereafter throughout the term of this Agreement, at its own expense, in reliable insurance companies authorized to do business in the Province and approved by Municipalities, maintain insurance in the amount and type of a prudent owner/operator of similar facilities with at least the following minimum insurance coverages:


  (a)

Comprehensive General Liability Insurance, including contractor's contingent coverage, with limits of not less than five million dollars ($5,000,000) per occurrence for Bodily Injury and five million ($5,000,000) per occurrence for Property Damage;

20



  (b)

Contractual Bodily Injury Liability and contractual Property Damage Liability Insurance covering liability assumed under this Agreement, with limits the same as that provided for comprehensive General and Environmental Liability Insurance;

     
  (c)

All risks property insurance for an amount of at least the full replacement cost of the Insuring Party's property;

     
  (d)

To the extent applicable, Workers Compensation Insurance as required by law and Employers Liability Insurance limits of not less than one hundred thousand dollars ($100,000) for any accident covering the location(s) of all work places involved in this Agreement;

     
  (e)

Personal injury, broad Form Property Damage, Non-Owned Automobile, Products-Completed Operations, Cross Liability, Severability of Interest Clause.


  (2)

Any and all deductibles in the above-described insurance policies shall be assumed by, for the account of and at the Company's sole risk. The deductible shall not exceed five percent (5%) of the coverage amount.

     
  (3)

The Company's policies shall name the Municipalities as an additional insured and provide proof of insurance to each of the Municipalities with five (5) Business Days of being requested to provide such information.


13.

EVENTS OF DEFAULT


  (1)

Each of the following will constitute an Event of Default by the Company (each, a "Company Event of Default"):


  (a)

The Company fails to make any payment when due, if such failure is not remedied within five (5) Business Days after written notice of such failure from the Municipalities.

     
  (b)

The Company fails to replenish the Letter of Credit within the timeframe stipulated herein.

     
  (c)

The Company fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Company Event of Default) if such failure is not remedied within twenty (20) Business Days after written notice of such failure from the Municipalities, provided that such cure period shall be extended by a further fifteen (15) Business Days if the Company is diligently remedying such failure and such failure is capable of being cured during such extended cure period.

     
  (d)

The Company fails or ceases to hold a valid licence, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Company and is not remedied within thirty (30) Business Days after receipt by the Company of written notice of such failure or cessation from the Municipalities, provided that such cure period shall be extended by a further thirty (30) Business Days if the Company is diligently remedying such failure or cessation and such failure or cessation is capable of being corrected during such extended cure period.

21



  (e)

Any representation made by the Company in this Agreement is not true or correct in any material respect when made and is not made true or correct in all material respects within thirty (30) Business Days after receipt by the Company of written notice of such fact from the Municipalities, provided that such cure period (i) shall be extended for a further period of thirty (30) Business Days and (ii) may be extended by such further period of time as the Municipalities in its sole and absolute discretion determines is reasonable, if, in each case, the Company is diligently correcting such breach and such breach is capable of being corrected during such extended cure period.

     
  (f)

An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Company, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless there has been a permitted and valid assignment of this Agreement by the Company under this Agreement to a person which is not dissolving, terminating its existence, liquidating or winding up and such person has assumed all of the Company's obligations under this Agreement.

     
  (g)

The Company amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to, another person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Company under this Agreement to the resulting, surviving or transferee Person and such person has assumed all of the Company's obligations under this Agreement.

     
  (h)

A receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy of the Company or of any of the Company's property is appointed by a Governmental Authority or pursuant to the terms of a debenture or a similar instrument, and such receiver, manager, receiver- manager, liquidator, monitor or trustee in bankruptcy is not discharged or such appointment is not revoked or withdrawn within thirty (30) days of the appointment. By decree, judgment or order of a Governmental Authority, the Company is adjudicated bankrupt or insolvent or any substantial part of the Company's property is sequestered, and such decree, judgment or order continues undischarged and unstayed for a period of thirty (30 days after the entry thereof. A petition, proceeding or filing is made against the Company seeking to have the Company declared bankrupt or insolvent, or seeking adjustment or composition of any of its debts pursuant to the provisions of any Insolvency Legislation, and such petition, proceeding or filing is not dismissed or withdrawn within thirty (30) days.

22



  (i)

The Company makes an assignment for the benefit of its creditors generally under any Insolvency Legislation, or consents to the appointment of a receiver, manager, receiver-manager, monitor, trustee in bankruptcy, or liquidator for all or part of its property or files a petition or proposal to declare bankruptcy or to reorganize pursuant to the provisions of any Insolvency Legislation.


14.

INDEMNITY

     
(1)

The Company agreed to indemnify and hold harmless the Municipalities and any and all agents, directors, officers, employees, sub-contractors or servants of Municipalities against any and all losses, costs or expenses (including all legal expenses), claims, demands, suits or judgments (including, but not limited to claims, demands, suits or judgments for bodily injury, death, or loss of services, property or wages) which may be brought against the Municipalities or in which the Municipalities is named a party defendant, or in which any or all such agents, directors, officers, employees, subcontractors, or servants of the Municipalities are named party defendant or parties defendant, as the case may be, by any employee, licensee or invitee of the Company or by any employee, licensee or invitee of the Company's subcontractors, or the legal representative or successor of such employee, licensee or invitee or by any claimant, in any way arising out of or incidental to the work performed by or under the direction of the Company under this Agreement, irrespective of whether such suits are based on the relationship of master and servant, third party, or otherwise, or are based upon strict liability or in tort; provided, however, that the Company shall not be liable for the negligence of the Municipalities or any and all agents, directors, officers, employees, sub-contractors or servants of the Municipalities. The Company further agrees to investigate, handle, respond to, provide defence for and defend any such claim, demand, or suit as its sole expense, and agrees to bear all other costs and expenses related thereto, even if the same is groundless, false, or fraudulent; and the Company may make such investigation, negotiation, and settlement of any such claim, demand, or suit as it deems expedient.

     
(2)

The Company hereby specifically agrees to indemnify, defend and hold the Municipalities and their respective present and future councilors, employees, agents, representatives, successors and assigns harmless from and against any and all losses, liabilities, claims, demands, damages, causes of action, fines, penalties, costs and expenses (including, but not limited to, all reasonable consulting, engineering, attorneys' or other professional fees), that they may incur or suffer by reason of:

23



  (a)

any introduction, release, discharge or deposit of a Hazardous Material by the Company or its subcontractors, agents or representatives;

     
  (b)

any enforcement or compliance proceeding commenced by or in the name of any Governmental authority because of an alleged, threatened or actual violation of any Environmental Law by contractor or its subcontractors; and

     
  (c)

any action reasonably necessary to abate, remediate or prevent a violation or threatened violation of any Environmental Law by contractor or its subcontractors.


  (3)

Notwithstanding the foregoing Section 14(2), the Company shall not be responsible for any Hazardous Materials that are brought on Site by the Municipalities or for any Hazardous Materials that were present on any Site prior to the commencement of the construction of the work by the Company, and the Company will promptly notify the Municipalities if any Hazardous Materials are found on any Site prior to the commencement of the work.

     
  (4)

No Party will be liable under this Agreement, or under any cause of action relating to the subject matter of this Agreement, for any special, indirect, incidental, punitive, exemplary or consequential damages, including loss of profits, loss of use of property or claims of customers or contractors of the Parties for any such damages.


15.

REPORTING & PUBLIC STATEMENTS

     
(1)

The Company shall provide the Municipalities with a monthly facility performance report is required within twenty (20) Business Days of the completion of each month. The reports will consist of, at a minimum, the following:


  (a)

Treatment plant influent flows, average day, maximum day, total month Volumes (treated and bypassed);

     
  (b)

Raw sewage and effluent concentrations and loadings for parameters samples as required by the MOECC and ECA;

     
  (c)

Facility and equipment repair and maintenance details including scheduled and unscheduled maintenance;

     
  (d)

Complaints and other public inquiries received and action taken;

     
  (e)

Regulatory issues (inspections, orders, reports) filed with regulators;

     
  (t)

Health and Safety issues;

     
  (g)

Status of capital projects; and

24



  (h)

Other noteworthy occurrences/inspections of the facility.


  (2)

Within ninety (90) days of the end of each fiscal year end, the Company shall annually provide to the Municipalities:

       
  (a)

copies of its audited financial statements; and

       
  (b)

a copy of the business plan for the operation of the Plant for the following year;


  (3)

The Company shall attend meetings of the Joint Board when requested to do so by the Joint Board. The Company may be requested and shall attend a maximum of two (2) meetings with the Council of each Municipality in a calendar year. Except in exigent circumstances, the Municipality shall provide the Company with five (5) Business Days' notice with details of the purpose, time and location of the meeting.

     
  (4)

Annual reporting as per the MOECC specifications is required to be provided to both of Municipalities and the MOECC no later than the date specified under Regulation 170/03. Such report is to be submitted to the Municipalities no later than sixty (60) days following the end of each calendar year.


16.

NOTICE

     
(1)

All notices, consents, approvals, requests, reports and other information pertaining to this Agreement not explicitly permitted to be in a form other than writing shall be in writing and shall be addressed to the other Party as follows (each, a "Notice"):


  If to the Company: SusGlobal Energy Canada I Ltd.
    200 Davenport Avenue,
    Toronto, Ontario, MSR 112
       
    Attention: CEO, Gerald P. Hamaliuk
    Facsimile: (416) 223-8507
    E-mail: ghamaliuk@susglobalenergy.com
       
  With a copy to: SusGlobal Energy Canada I Ltd.
    200 Davenport Avenue,
    Toronto, Ontario, MSR J J2
       
    Attention: Marc M. Hazout,
    Facsimile: (4 J 6) 223-8507
    E-mail: mhazout@susglobalenergy.com
       
  If to Georgian Bluffs: Township of Georgian Bluffs
     177964 Grey Road 18, R.R. #3
     Owen Sound, Ontario, N4K 5N5

25



    Attention: Clerk
    Facsimile: 519-372-1620
    E-mail: office@georgianbluffs.on.ca
       
  If to Chatsworth: Township of Chatsworth
    316837 Highway 6, R.R. 1
    Chatsworth, Ontario, NOH I GO
       
    Attention: Clerk
    Facsimile: (519) 794-4499
    E-mail: office@chatsworth.ca

 

Any Party may, by written Notice to the other, change its respective Representative or the address to which Notices are to be sent.

     
  (2)

Notices shall be delivered or transmitted as set out below, and shall be considered to have been received by the other Party:


  (a)

on the date of delivery if delivered by hand or by courier prior to 5:00 p.m. (local time of the recipient) on a Business Day and otherwise on the next following Business Day, it being agreed that the onus of establishing delivery shall fall on the Party delivering the notice;

     
  (b)

in those circumstances where electronic transmission (other than transmission by facsimile) is expressly permitted under this Agreement, on the date of delivery if delivered prior to 5:00 p.m. (local time of the recipient) on a Business Day and otherwise on the next following Business Day, provided that a copy of such notice is also delivered by regular post within a reasonable time thereafter;

     
  (c)

on the third (3rd) Business Day following the date of transmission by facsimile, if transmitted prior to 5:00 p.m. (local time of the recipient) on a Business Day and otherwise on the fourth (4th) following Business Day, provided that a copy of such notice is also delivered by regular post within a reasonable time thereafter; and

     
  (d)

on the fifth (5th) Business Day following the date of mailing by registered post.


  (3)

Notwithstanding Section 16(2)16(2):

       
  (a)

any Notices of an Event of Default and termination of this Agreement shall only be given by hand or courier delivery; and

       
  (b)

if regular post service, facsimile, or other form of electronic communication is interrupted by strike, slowdown, a Force Majeure event or other cause, a notice, direction or other instrument sent by the impaired

26


means of communication will not be deemed to be received until actually received, and the Party sending the notice shall utilize any other such service which has not been so interrupted to deliver such notice.

17.

FORCE MAJEURE

     
(1)

No Party shall be or shall be deemed to be in default of this Agreement where the failure to perform or the delay in performing any obligation is due to a cause beyond its reasonable control. Causes beyond the reasonable control of a Party ("Force Majeure Event") include an act of God, an act of any federal, provincial, regional, municipal or other government, an order of any court or administrative or regulatory authority, civil commotion, strikes, lockouts and other labour disputes, shortages of materials other than SSO material, equipment or labour, fires, floods, sabotage, earthquakes, windstorms, ice storms, snow storms and other storms and epidemics. In no event shall shortages of SSO material, insolvency, bankruptcy or lack of money constitute a Force Majeure Event.

     
(2)

A Party subject to a Force Majeure Event must:


  (1)

give each other Party Notice immediately upon the occurrence thereof providing detailed particulars thereof, the anticipated or actual commencement of a Force Majeure Event, the cause thereof and the anticipated or actual postponement of performance or inability to perform and the anticipated length of the Force Majeure Event;


  (2)

give each other Party prompt Notice of any material changes in the Force Majeure Event, including when the Force Majeure Event is at an end; and

     
  (3)

use commercially reasonable efforts to avoid, minimize and remove the cause of the Force Majeure Event and to eliminate or minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including obtaining supplies or services from other resources if they are reasonably available.


  (3)

The time for performing any obligation affected by a Force Majeure Event shall be extended for a period equal to the time during which the Party was subject to the Force Majeure Event. The Parties not subject to the Force Majeure Event shall be excused from any of their obligations that are dependent or consequent upon the performance by any other Party of any obligation that is subject to the Force Majeure Event. The obligation to make a payment shall not be delayed by a Force Majeure Event.

     
  (4)

Notwithstanding the other provisions of this Article, the settlement of any strike, lockout, restrictive work practice or other labour disturbance constituting a Force Majeure Event shall be within; sole discretion of the Party in such strike, lockout, restrictive work practice or other labour disturbance and nothing in this Article shall require such Party to mitigate or alleviate the effects of such strike, lockout, restrictive work practice or other labour disturbance.




  (5)

Where a Force Majeure Event or series of Force Majeure Events is ongoing for twelve (12) consecutive months, either Party may terminate this Agreement as provided in Paragraph 2(3) (a) of this Agreement by giving thirty (30) days written notice of such termination.


18.

CONFIDENTIALITY, PUBLIC STATEMENTS AND MFIPPA RECORDS

     
(1)

The Parties acknowledge and agree that the Municipalities are subject to MFIPPA and that MFI PPA applies to and governs all records in the custody or control of the Municipalities ("MFIPPA Records") and may, subject to MFIPPA, require the disclosure of such MFIPPA Records to third parties. Each Municipality, as appropriate, agrees to provide a copy of any MFIPPA Records that it previously provided to the Municipality if the Company continues to possess such MFIPPA Records in a deliverable form at the time of the Municipality's request. If the Company does possess such MFIPPA Records in a deliverable form, it shall provide the same within a reasonable time after being directed to do so by the Municipality. The provisions of this Section 18 shall survive any termination or expiry of this Agreement and shall prevail over any inconsistent provisions in this Agreement.

     
(2)

The Company and the Municipalities shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Applicable Laws but for no less than for seven (7) years after the creation of the record or data. Each Party shall provide reasonable access to the relevant and appropriate financial and operating records and data kept by it relating to this Agreement reasonably required for any other Party to comply with its obligations to Governmental Authorities or to verify or audit billings or to verify or audit information provided in accordance with this Agreement, including the provision of copies of documents and all other information reasonably required by the Municipalities, which shall be delivered to the premises of the Municipalities as may be directed. A Party may at its own expense appoint an auditor to conduct its audit. The Party seeking access to such records in this manner shall pay the fees and expenses associated with use of the third party auditor.

     
(3)

Except as required by Applicable Law, no Party shall make or allow any public announcements, press releases, sales brochures, advertising or other publicity materials, or other public disclosure (a "Public Statement"): (i) in which the name or logo of a Municipality or the Company is used; or (ii) that relates to this Agreement or the transactions contemplated in this Agreement except with the prior written consent of all Parties which may, having regard to the nature of the relationship of the Parties and the transaction provided for herein, be arbitrarily or unreasonably withheld or subjected to any conditions solely determined by the Party granting the consent. Where the Public Statement is required by Applicable Laws, the Party required to make the Public Statement will use commercially reasonable efforts to obtain the approval of the other Parties as to the form, nature and extent of the disclosure. Notwithstanding the foregoing, the Municipality may, without the consent of the Company, be permitted to make public announcements and press releases of a type commonly made by municipal governments with respect to community developments provided that any such public announcement or press release does not disclose any confidential information of the Company that would be of competitive advantage to the Company's competitors.

28


   
19.

DISPUTES & RESOLUTIONS

     
(1)

If any Party considers that a dispute has arisen under or in connection with this Agreement that the Parties cannot resolve, then such Party may deliver a notice to the other Party describing the nature and the particulars of such dispute. Within twenty (20) Business Days following delivery of such notice to the other Party, a senior representative from each Party shall meet, either in person or by telephone (the "Resolution Conference"), to attempt to resolve the dispute. Each senior representative shall be prepared to propose a solution to the dispute. If, following the Resolution Conference, the dispute is not resolved, the dispute may be settled by arbitration pursuant to Section 19(2).

     
(2)

Except as otherwise specifically provided for in this Agreement, any matter in issue between the Parties as to their rights under this Agreement may be decided by arbitration provided, however, that the Parties have first completed a Resolution Conference pursuant to Section 19(1). Any dispute to be decided by arbitration will be decided by a single arbitrator appointed by the Parties or, if such Parties fail to appoint an arbitrator within fifteen (15) days following the agreement to refer the dispute to arbitration, upon the application of either of the Parties, the arbitrator shall be appointed by a Judge of the Superior Court of Justice (Ontario) sitting in the Judicial District of Toronto Region. The arbitrator shall not have any current or past business or financial relationships with any Party (except prior arbitration). The arbitrator shall provide each of the Parties an opportunity to be heard and shall conduct the arbitration hearing in accordance with the provisions of the Arbitration Act, 1991 (Ontario). Unless otherwise agreed by the Parties, the arbitrator shall render a decision within ninety (90) days after the end of the arbitration hearing and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change this Agreement in any manner. The decision of the arbitrator shall be conclusive, final and binding upon the Parties. The decision of the arbitrator may be appealed solely on the grounds that the conduct of the arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 (Ontario) or solely on a question of law as provided for in the Arbitration Act, 1991 (Ontario). The Arbitration Act, 1991 (Ontario) shall govern the procedures to apply in the enforcement of any award made. If it is necessary to enforce such award, all costs of enforcement shall be payable and paid by the Party against whom such award is enforced. Unless otherwise provided in the arbitral award to the contrary, each Party shall bear (and be solely responsible for) its own costs incurred during the arbitration process, and each Party shall bear (and be solely responsible for) its equal share of the costs of the arbitrator. Each Party shall be otherwise responsible for its own costs incurred during the arbitration process.

29


   
20.

ASSIGNMENT & CHANGE OF CONTROL


  (1)

Except as otherwise provided in this Agreement, neither this Agreement nor any rights, remedies, liabilities or obligations arising under or by reason of this Agreement shall be assignable or assigned by a Party without the prior written consent of the other Party, which, having regard to the nature of the relationship of the Parties and the transaction provided for herein, may be arbitrarily or unreasonably withheld or subjected to any conditions solely determined by the Party granting the consent. Notwithstanding the foregoing, a Party may, without the prior consent of the other Party, assign this Agreement and any of its rights, remedies, liabilities or obligations to:


  (1)

any corporation or partnership which is on the effective date of the assignment and is intended to continue thereafter to be, controlled by, under the control of or under common control with the assigning Party; or

     
  (2)

a financial institution or other entity for purposes of obtaining financing.


  (2)

A Party making an assignment permitted by this Section 20(1) shall provide the other Party with prompt Notice of such assignment. An assignment shall not release the assigning Party from any liability or obligation under this Agreement to the other Party, unless and until such Party provides such release in writing.

     
  (3)

The Company shall not permit or allow a change of Control of the Company, except with the prior written consent of the Municipalities, which consent may not be unreasonably withheld. It shall not be unreasonable to withhold such consent if the change of Control will have or is likely to have, as determined by the Municipalities acting reasonably, a Material Adverse Effect on the Company's ability to perform its obligations under this Agreement, in which case such consent may be withheld by the Municipalities. For greater certainty, a change of Control shall include a change from no person having Control of the Company to any Person having Control of the Company, as well as a change from any person having Control of the Company to no Person having Control of the Company.


21.

GENERAL

     
(1)

Each Party shall be solely liable for the payment of all wages, taxes, and other costs related to the employment by such Party of persons who perform this Agreement, including all federal, provincial, and local income, social insurance, health, payroll and employment taxes and statutorily-mandated workers' compensation coverage. None of the persons employed by either Party shall be considered employees of the other Party for any purpose. Nothing in this Agreement shall create or be deemed to create a relationship of partners, joint venturers, fiduciary, principal and agent or any other relationship between the Parties.

30



  (2)

This Agreement may be executed in two (2) or more counterparts, and all such counterparts shall together constitute one and the same Agreement. It shall not be necessary in making proof of the contents of this Agreement to produce or account for more than one such counterpart. Any Party may deliver an executed copy of this Agreement by facsimile or electronic mail but such Party shall, within ten (10) Business Days of such delivery by facsimile or electronic mail, promptly deliver to the other Party an originally executed copy of this Agreement.

     
  (3)

In addition to the other rights of set-off under this Agreement or otherwise a rising in law or equity, either Party may set off any amounts owing to such Party under this Agreement against any amounts owed to the other Party under this Agreement.

     
  (4)

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision shall be deemed severed from this Agreement and shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement, unless such invalidity or unenforceability frustrates the fundamental operation of this Agreement and in such case this Agreement shall terminate unless such invalidity or unenforceability frustrates the fundamental operation of this Agreement and i n such case this Agreement shall terminate.

     
  (5)

Time is of the essence in the performance of the Parties' respective obligations under this Agreement. Where the Company is required to provide any information or documentation to the Municipalities and no timeframe has been specified in this Agreement, the Company shall provide such information or documentation promptly.

     
  (6)

Each of the Parties shall, from time to time on written request of the other Party, do all such further acts and execute and deliver or cause to be done, executed or delivered all such further acts, deeds, documents, assurances and things as may be required, acting reasonably, in order to fully perform and to more effectively implement and carry out the terms of this Agreement. The Parties agree to promptly execute and deliver any documentation required by any Governmental Authority in connection with any termination of this Agreement.

     
  (7)

The provisions of Sections 2(4), 2(5), 3(3), 4(1) (d), 4(3), 5(l) (d), 5(l) (i), 6(1), 6(2), 14, 18 and 19 shall survive the expiration of the Term or earlier termination of this Agreement. The expiration of the Term or a termination of this Agreement shall not affect or prejudice any rights or obligations that have accrued or arisen under this Agreement prior to the time of expiration or termination and such rights and obligations shall survive the expiration of the Term or the termination of this Agreement for a period of time equal to the applicable statute of limitations.

31



  (8)

Except where otherwise expressly provided, all amounts in this Agreement are stated, and shall be paid, in Dollars.

     
  (9)

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

     
  (I0)

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal Jaws of Canada applicable therein.

     
  (11)

Except as expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement shall be binding unless executed in writing by the Party (or Parties). No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver or operate as a waiver of, or estoppel with respect to, any subsequent failure to comply unless otherwise expressly provided.

     
  (12)

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made by a Party to this Agreement, or its directors, officers, employees or agents, to the other Party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement.

     
  (13)

References in this Agreement to any legislation (including but not limited to regulations and by-laws) or any provision thereof include such legislation or provision thereof as amended, revised, re-enacted and/or consolidated from time to time and any successor legislation thereto.

     
  (14)

In the event that a change of Applicable Laws after the date of this Agreement imposes additional unforeseen material obligations or costs on a Party, or restricts the sale or price of electricity, the Parties agree to negotiate in good faith, an amendment to this Agreement which would attempt to maintain the economic benefits of this Agreement for each Party.

32



  (15)

In all aspects of this Agreement time is of the essence and the Parties agree that they will act in a commercially reasonable manner with due regard to the issue, context and circumstances in any event.

REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.

33


 


 


SCHEDULE "A" - EQUIPMENT

Process Equipment

Equipment Brand Equipment Function Equipment Capacity Equipment Location
Honey Monster - Envirocan Screen septage and wastewater 1 .3 m 3 /min. Septage receiving station
MAVITEC Food Depacking system SSO pre-treatment 180 ml/day SSO receiving facility
MAVITEC SSO residue washing system Plastic cleaning 11 ml/day SSO receiving facility
Flygt Mechanical Mixer Flygt Submersible Sludge Pump Septage and centrate mixing Septage and centrate pump 25 HP 130 ml/day. Septage and Centrate tank Septage and Centrate tank
Flygt Mechanical Mixer SSO and liquid waste mixing 25 HP Surry tank
Flygt Submersible Sludge Pump Digester feedstock pump 500 ml/day. Surry tank
Flottweg Primary digester sludge thickening 400 ml/day. Existing Control and septage dewatering Bldg.
Greatario Secondary digester 2000 m 3 At present concrete storage tank 6 m x 14 m
Hydraulix Process Mixing System Secondary digester mixing Mixing of 2000 m 3 of digester Secondary Digester
Flygt Submersible Sludge Pump Secondary digester digestate pump 500 m 3 /day Secondary Digester
Martin Machinery Electrical power generation and heat recovery 500kWelectricity - 500kWofheat Biogas Generator
Flottweg Secondarydigester - Thickening and dewatering 300 m 3 /day SSO Processing Building
Geomembrane Technologies Inc. Biagas Disposal 600 ml/day Biagas flare location

35


PLAN AND DESCRIPTION - SCHEDULE "B"

Our proposal is for treating the existing septage through the anaerobic digestion ("AD") system and to add 20,000 t/a source separated organics to feed the existing I 000 m 3 mesophilic digestor and an added 2,000m 3 thermophilic digestor as in the Block Flow Diagram attached to this section. Wastewater from the Sunset Strip will be screened and sent directly to the aerated lagoon.

The front end system to process source separated organics C’SSO") is supplied in two trains of me 0,000+ t /a processing capacity to grind the food wastes, take out the plastics, clean the plastics and deliver ground food wastes to slurry tank. Equipment is from a European Company that has supplied many units in the U.S. Dilution water for the SSO processing will be supplied from centrate taken out of the digestrate from the thermophilic digestion stage and from the septage that will be screened and routed to a new holding tank before being sent to the SSO or AD systems. Plastics will be sent back to the SSO source for disposal in the trucks delivering the SSO material, so none of this material is a waste to be disposed of locally. Once the waste plastics are characterized, SusGlobal Energy Canada I Ltd. ("SusGlobal") plans to install two or three trains that covert the plastics to a low sulphur, high cetane diesel fuel at this site. SusGlobal Energy Corp. has the license to use this technology for any location in N. America, any number of units of 5,000 1/d diesel production.

The slurried SSO will then be piped to the existing digestor along with septage if there is any not used for dilution. Digestrate from that first stage digestor will go to a Heat Treating Unit ("HTU") then to the smaller holding tank currently used to store biosolids that will be converted to a digestor for the thermophilic (75 C) digestion stage. We plan to run the first stage digestor at around l 0% solids loading, then route the digestrate through a centrifuge to get 18 to 20% solids to the HTU. Steam from a heat recovery steam generator ("HRSG") installed on the exhaust of the gensets will supply steam at 250 C to the HTU. Steam dilution will get us around 15% solids in the second digestor and we will install a hydraulic mixing system in the second stage digestor. We will recover exhaust heat from a 200 kW genset fuelled by biogas installed to make the plant net-zero for energy inputs. The HTU system is licensed from a Canadian patent holder, Eastern Power Ltd. Any excess biogas may be utilized by the existing diesel genset at the Harold Sutherland Construction site across the road from the A D site. Harold Sutherland Construction is considering modifying the diesel genset to be able to operate on dual fuels, firing both diesel and natural gas or biogas. SusGlobal will also install a flare to combust any biogas that cannot be used for beneficial purposes. This will both eliminate odor emissions from the site and reduce greenhouse gas emissions by emitting CO2 instead of CH4. CH4 has 25 times the global warming potential that CO2 does. Any environmental benefits from greenhouse gas emission reductions remain the property of SusGlobal and will be monetized if possible under Ontario's Cap and Trade regime. The amount of biogas recovered from the system is estimated to be the equivalent of generating 500 kW of electricity in biogas gensets.

Digestate from the second stage digestor will be around 20% solids and amounts to l O to 15,000 t/a total volume, or about 3,000 t/a solids. The rest of the organic material is converted into biogas. Since the solids have been subjected to a HTU at 230 to 250 C, then to l O to 15 days retention time in the thermophilic digestor at 55 C, the operating temperature recommended by consultation with U of Waterloo researchers for stable operation which the Company proposes to operate at ,all pathogens have been destroyed, so this digestrate will qualify as Class AA Organic Fertilizer that can be added to composting facilities or incorporated directly into fertilizer compounds. The site will have surplus heat energy, so the digestate could be dried and used directly as organic fertilizer. SusGlobal will apply for the Class AA fertilizer category as soon as material required testing is available. In the meantime, the existing land application of the digestate will be utilized. SusGlobal intends to install a 500kW genset with heat recovery.

36


Because SusGlobal is planning to install the SSO processing equipment and Plastic to Diesel equipment to augment the value of the existing assets, we are exploring leasing of a 2 hectare site across the road from the AD site to conduct those operations there. This would be slightly more expensive than building everything on the AD site, but our lender advises that this would be a more acceptable arrangement for such a large loan. Of course, the repurposing of the small storage tank, the HTU, the second genset, flare and biogas treating system will all be on the existing AD site. Permitting would be more complex, but the existing C. of A. needs to be reapplied for or amended because the through put for the facility would be in the order of 130m 3 /d for 5 days/week operation. We would likely be operating 7 days/week in our process, and, of course, the AD system operates 24/7, as the microbes never rest, they only die if undernourished, so our objective is to keep them well fed.

37


TRANSITION PROCEDURES - SCHEDULE "C"

Initial Transition Plan

The transition process starts with establishing a communications protocol among all parties involved. The operations manager will establish communications protocols.

(16)      Overview

Aquatech Canadian Water Services - GSS Engineering will begin the Transition Plan based on many different activities:

  Management of the existing Facility

  o Initial Condition Survey
  o Implementation of specific procedures:

  Standard operational procedures (S0Ps)
  Emergency Plan
  Contingency Plan
  Health and Safety Plan with the COR (Certificate of Recognition)

  Design interface and input
     
  Construction interface and follow up
     
  Operation of the existing Facility during construction
     
  Start-up and Commissioning of new equipment and facility

(17)      Activities

For the first activity, Management of the existing facility, different steps arc planned:

 

Preparation of the final Transition Plan (first week of the contract)

     
 

Kick off meeting with the other members of the joint venture

     
 

Meeting present workforce (transfer of the current operator to Aquatech-GSS)

     
 

Workforce scheduling

     
 

Condition survey of the existing facility and associated equipment

     
 

Implementation and Validation of the Contingency Plan

     
 

Maintenance planning

     
 

Validation of the compliance monitoring (sampling, follow up of the treatment. treatment efficiency, )

     
 

Validation of the current SOP's, modification for some of them and establish new ones when required

     
 

Sampling and Measurement

Within 30 days of the commencement of the contract, we will provide a comprehensive written inventory of the existing facilities and equipment. The inventory report will become the basis for our initial condition survey for the facility. This document will be supplied to the Joint Venture including the condition of the equipment with pictures and notes. This report will be used to provide a start-up baseline and a benchmark for the end-of-contract condition of the facilities.

We will also utilize a standard start and health and safety checklist to assist us with the transitioning to new facilities and identify any issues that must be addressed.

We will conduct assessments of the following:

  Electrical/mechanical equipment
     
  Operational review and assessment

38


>Monitoring equipment
>Health and Safety audit
>Availability of tools and equipment
>Inventory spare parts
>Alarms

The report will include a comprehensive written inventory of the existing facilities and equipment along with:

  An electrical/mechanical condition assessment
  Need for repair or replacement
  Photographs
  The location of each asset

Transition Consideration

Aquatech-GSS Engineering will address the following requirements:

  Signage:New signage on facilities to inform wastewater customers
     
  Operational review of:

>Consumables;
>Individual process units are performing as designed;
>Status of sampling schedule; and past inspections (MOE, MOL, TSSA, ESA)

 

Operations and maintenance manuals: review and identify any deficiencies with the current operations and maintenance manuals

     
  Drawings and figures: compile all current facility drawings for future use
     
  Implementation of a computerized maintenance recording system:

>Equipment data collection;
>Asset inventory;
>Implement preventative maintenance schedules;
>Asset renewal program;
Y Develop equipment renewal program (capital improvements)

We will expect the Townships to be involved in the following:

  Review and commenting the various plans and programs recommended by Aqua1cch- GSS;
  Review transitional issues requiring the Townships involvement to move to normalized operations;
  Provide access to the facilities and staff;
  Communicate critical issues related to the operation and maintenance of the facilities;
  Communicate plans for employee and public announcements, and security measures

Recruitment and Staffing

Continuity of operations, staffing and knowledge will take priority in our initial strategy. Retaining existing operator is our preferred approach. We have a recruitment infrastructure in place to ensure we can fill any vacancies quickly.

Aquatech-GSS Engineering team staff will shadow the current operating authority for a period of two weeks in order to familiarize themselves with the operations of the systems. We are sensitive to issues related to operator transitions from the incumbent to our own organizations. Our goal and role is to ensure that the transition and operation of the facility is transparent to the Townships. For the second activity, Design interface and input, the Aquatech-GSS team will:

  Provide direction and recommendation to the SusGlobal design Team

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Propose them minor changes when required to facilitate the operation and maintenance of the facilities

  Schedule with the different entities of the Team for the different interventions required.

For the third activity, Construction interface and follow up, the Aquatech-GSS team will:

  Coordinate the work with the normal operation of the existing plant
  Coordinate the equipment shut down and start the new ones
  Develop the new SOPs for the new installed equipments
  Implement the CMMS for all the new equipment and the new facility.

For the fourth activity, Commissioning of new equipments and facility, the Aquatech-GSS team will validate the process and verify the efficiency of the new installed equipment. We will look to see if there is any deficiencies to treat and will find if required some corrective actions to im prove the process. We will work closely in collaboration with the construction and the design team to obtain the optimum efficiency.

The commissioning is planned to be executed during 5 weeks in 5 different stages:

 

Dry Commissioning: Test and adjustment all process equipment, instrumentation, controls, and the SCADA system to demonstrate that all equipment have been properly installed are in good working order and perform in accordance with their intended use under dry conditions. To obtain the required result, a planning will be done with all involved Companys or manufacturers. This plan with the work to do will be presented to the client for acceptance before realization and the result of the commissioning for each equipment item will be presented as a commissioning report indicating all change, improvement, problem, solutions results obtained during the commissioning.

     
 

Building Commissioning: Test and adjustment of all systems in the upgraded or new facility as HVAC, heating, Odor Control, stand-by generator, lightning, laboratory, SCADA and all other to demonstrate that all the systems, instrumentation and controls have been properly installed, are in good working order and perform in accordance with their intended use to obtain the required result, a planning will be done with all involved Companys or manufacturers. This planning with the work to do will be presented to the client for acceptation before realization and the result of the commissioning for each systems will be presented as a commissioning report indicating all change, improvement, problem solutions results obtained during the commissioning.

     
 

Wet Commissioning: Test and adjustment all process equipment, instrumentation, controls, and the SCADA system for a period of fourteen consecutive days without interruption. For this test, clean water will be used and we will inspect for any leakage and seepage and ensure for water tightness. The demonstration that the process equipment, the instrumentation, the controls and the SCADA operate satisfactorily and are calibrated appropriately will be done. As part of this wet commissioning, hydro- testing of the channels and tankage will be done with potable water. A planning with the work to do will be presented to the client who will review and approve the plan for acceptation before realization and the result of the commissioning for each system will be presented as a commissioning report indicting all change, improvement, problem, solutions results obtained during the commissioning.

     
 

Running test: Operation of all Process Equipment, instrumentation, controls and the SCADA System for a minimum period of 30 consecutive days using wastewater. For the running test, the performance will be monitored and perform as long as the biomass will be sufficient to produce enough WAS to test the dewatering process.

     
 

Performance Test: Demonstrate that for a minimum period of consecutive days without interruption using waste water that all requirements are met as for example:

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  o

All Process Equipment, instrumentation, controls, SCADA System and unit processes are operating satisfactorily as intend and without incident and interruption or malfunction,

  o

The Effluent meets the Effluent Quality Requirements

  o

The Odor Emissions meet the Odor Quality Requirements

  o

The Sludge meets the Sludge Quality Requirements

  o

All Sludge handling, dewatering, storage and truck loading are fully satisfactory, including odor control measures

  o

The Performance of the new facility is within I 0% of the electrical and chemical consumption values represented and warranted in the life cycle cost estimate

Following the Performance Test, a deficiency list with solution and timeline to eliminate these deficiencies will be presented to the client by SusGlobal.

(18)      Resources

To realize these different Interim Operation Plan's phases, the involved Resources with their Role and Responsibilities will be for the Aquatech-GSS Engineering team:

Andie Lebeuf, P. Eng. Interim Plant Manager:
As a Wastewater level 2 operator; Andre will be responsible of the O&M management, Staff scheduling, Reporting, Budget control and Quality Control implementation. Andre has been responsible of the Eastern Passage WWTF in Halifax from November 2011 to February 2015 where he had to operate a Biomethane burner unit from the anaerobic tank of the WWTF process. For this project Aquatcch was part of the Joint Venture with Maple Reinders. Andre is also presently involved in an optimization of the treatment project with GSS Engineering at the Brighton Wastewater treatment facility in Ontario since April 2015.

Eric Joncas, P.Eng. Commissioning Manager:
With Responsibilities as Design-review, Construction witnessing, Equipment reception on site, Equipment start-up and testing, Process start-up and control, Performance testing, Quality Control implementation. Eric has been involved in a huge quantity of start-up and commissioning from 1992 to now.

Rakesh Sharma P. Eng.
With Responsibilities as overseeing the operation maintenance and management of the Township's facilities and directly supervise the operators, regularly meet with client and review plant operations data reports to ensure full compliance. Rakcsh has been involved in the operational maintenance and management of water and wastewater systems since 1997. He has been the operator in charge and overall responsible operator for water and wastewater facilities including 11 water systems in Amabel/Sauble area. Mr. Sharma was responsible for directing the plant operators to implement optimization of chemical treatment (turbidity variation from 5NTU to >200 NTU in few hours). He assisted other plant in filter optimization study by undertaking a full scale pilot study by adopting different combination of PAC and polymers.

(19)      Budget

Aquatech-GSS Engineering during the Interim Operations Period will be fully responsible of all aspects of the Transition Work. Aquatech-GSS Engineering team will pay directly or reimburse the following operating incurred after the beginning of the operation and Maintenance period.

  Power
  Energy (electricity, fuel for standby generator and natural gas)
  Aquatech-GSS Engineering Staff
  Chemical for treatment and chemical for lab
  Consumables (ex. Oil and grease)
  Equipment small repairs
  Water
  Materials and supply for preventive maintenance

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  Clean/Sanitary supply
  Analysis for performance testing and compliance
  Garbage disposal
  Specialized subcontractor for preventive maintenance

(20)      Schedule

Duration: 25 years (end 2040 will be used)

The estimated Schedule will be the following and will be adapted accordingly to the request for the different steps and following the kick off meeting and the design and construction schedule:

  I. Management of the existing facility: approximately 25 years
     
  2. Design Interface and Input: less than 18 months
     
  3. Construction Interface & Follow up: in place prior to 18 months
     
  4. Commissioning of new equipment and facility: at 18 months

FINAL TRANSITION PERIOD

At the end of the operation period, after 25 years of operation or after any extension period ends without extending, the Aquatech-GSS team will organize with the client a transition period to transfer the information and the Operation and Maintenance back to the client.

This final transition period will last minimum one month to have time to give to the client all the required information. The client will have his staff present on site and shadowing the Aquatech- GSS staff to see every facet of the operation and any problem that can appear. During that period, Aquatech-GSS Team, will establish a final condition survey report with inventories and pictures associated. We will transfer the Company's account for chemical, spare parts and other to the client name and will see with client to order in their name. If required the required spare parts or product to be sure not to fall in back order just after the transition. We will execute the Maintenance in company of the client representative. We will fix everything that was not operating properly and will give some improvement information for future operation to the client. We will ensure that the operation and Maintenance manuals, the drawings, the SOP's, the Health and Safety procedures, and other documents have been updated in their more up-to-date version. We will remove the Aquatech-GSS signage onsite to install the one from the client. We will change the phone call numbers for the emergency operation call in. We will give back all the keys for the operation.

Aquatcch-GSS Team will transfer all the responsibilities to the client but will stay available to help or to give information on request.

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SCHEDULE "D"

Property Description

062111, Side Road 3, Lot 4, Concession 6, Township of Georgian Bluffs as shown on attached (to be inserted).

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SCHEDULE "E"

Site Description

The Parties shall, acting reasonably, agree to a description of the Site within the Property within a reasonable time after the application for the ECA has been submitted to the MOECC.

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Schedule “[*]”
Sunset Strip Agreement Holders

Business Name
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]

[*] Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders’ of
SusGlobal Energy Corp.

We consent to the use in this Registration Statement on Form S-4 of SusGlobal Energy Corp. of our report dated September 27, 2016, with respect to our audits of the consolidated financial statements of SusGlobal Energy Corp. as of December 31, 2015 and 2014.

We also consent to the reference to our firm under the captions “Experts” in this Registration Statement.


Chartered Professional Accountants

Toronto, Ontario
December 22, 2016