UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2019
SUSGLOBAL ENERGY CORP.
(Exact name of Registrant as specified in its charter)
| Delaware | 333-209143 | 38-4039116 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
200 Davenport Road
Toronto, ON, Canada, M5R
1J2
(Address of principal executive offices, including zip code)
(416) 223-8500
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b -2).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent
SusGlobal Energy Belleville Ltd. (“SusGlobal Belleville”), a wholly owned subsidiary of SusGlobal Energy Corp. (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with two sellers (the “Sellers”) for the purchase of certain assets, including approximately 39 acres of property (of which the Company is currently a lessee of approximately 14 acres) in Belleville, Ontario, Canada (the “Assets”). The Letter of Intent provides that SusGlobal Belleville and the Sellers will negotiate the terms of a purchase and sale agreement (the “Asset Purchase Agreement”) for the purchase of the Assets.
Subject to the execution of an Asset Purchase Agreement, the Letter of Intent sets forth certain terms, including the purchase price of the Assets in the amount equal to USD$1,332,153 (CAD$1,767,250) in cash, which is to be paid upon closing of the Asset Purchase Agreement. Although the Letter of Intent is dated January 8, 2019, the Letter of Intent became effective upon the non-refundable payment of USD$54,274 (CAD$72,000) in cash advanced by the Company to the Sellers on February 5, 2019. If the Asset Purchase Agreement is executed, SusGlobal Belleville will become the owner of the approximate 39 acres of property and will no longer be a lessee of the existing approximate 14 acre portion.
This Letter of Intent may be terminated by either SusGlobal Belleville or the Sellers at any time after February 5, 2019 if an Asset Purchase Agreement has not been entered into with a final closing date.
On February 20, 2019, the Company issued a press release announcing the Letter of Intent (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto.
The foregoing descriptions of the Letter of Intent and the Press Release do not purport to be complete and are qualified in their entirety by reference to the Letter of Intent and the Press Release, the forms of which are filed as, respectively, Exhibits 10.1 and 99.1 hereto.
Item 9.01 Financial Statements Exhibits.
| Exhibit | |
| Number | Description |
| 10.1 | Letter of Intent dated January 8, 2019 by and between SusGlobal Energy Belleville Ltd. and David Moore and Kim Moore |
| 99.1 | Press Release dated February 20, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SusGlobal Energy Corp. | |
| Date: February 20, 2019 | By: /s/ Marc Hazout |
| Marc Hazout | |
| Executive Chairman and President |
SusGlobal Signs Letter of Intent to Purchases Assets Including 39.44 Acres for Expansion Plan at Belleville Site
TORONTO, ONTARIO / ACCESSWIRE / February 20, 2019 / SusGlobal Energy Corp. (“ SusGlobal Energy ” or the (“ Company ”) (OTCQB: SNRG) , the developer of SusGro™, a revolutionary pathogen free organic fertilizer, today announced that its wholly-owned subsidiary, SusGlobal Energy Belleville Ltd. (“ SusGlobal Belleville ”), has executed a non-binding letter of intent (the “ LOI ”) for certain assets (the “ Assets ”), including 39.44 acres of property (the “ Property ”) located at 704 Phillipston Road, in Belleville, Ontario.
Subject to the execution of an Asset Purchase Agreement (the “ APA ”), the LOI sets forth the terms, including the purchase price of USD$1,332,153 (CAD$1,767,250) in cash to be paid on closing, less the sum of USD$54,274 (CAD$72,000) advanced by the Company to seller on February 5, 2019.
If the APA is signed SusGlobal Belleville will become the owner of the 39.44 land parcel and no longer a lessee of the existing 13.88 -acre portion. SusGlobal Belleville will be expanding the site capacity to 70,000 tonnes per annum from the current 35,000 tonnes per annum composting facility to continue producing its Earth’s Journey™ Compost, with an additional 50,000 tonnes per annum organic processing and transfer site approved under the existing Environmental Compliance Approval (“ ECA ”) and Site Plan. The expansion and integration of processing equipment into the existing facilities will also allow for treating of source separated organics (“ SSO ”) and industrial, commercial and institutional (“ ICI ”) organic wastes to produce a high yield organic slurry which will be sent to local anaerobic digesters to produce energy, while continuing to reduce greenhouse gas emissions (“ GHG ”) by diverting organic waste from landfills.
“We are very pleased to be able to enter into an LOI to purchase this large parcel of land with the ECA attached in order to expand our Belleville site to bring the Ontario, Quebec and New York State organic waste management systems to a sustainable level by diverting from landfills” stated Marc Hazout, Executive Chairman and President of SusGlobal Energy Corp.
The details of the LOI are found in the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on February 20, 2019.
About SusGlobal Energy Corp.
SusGlobal Energy Corp., the developer of SusGro™, a revolutionary pathogen free organic fertilizer is a renewables company focused on acquiring, developing and monetizing a portfolio of proprietary technologies in the waste to energy and regenerative products application globally.
It is management's objective to grow SusGlobal into a significant sustainable waste to energy and regenerative products provider, as Leaders in The Circular Economy™. For more information, please visit the Company's website at: www.susglobalenergy.com
Safe Harbor Statement
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's objectives. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, lack of sufficient financial resources; variations in market conditions, currency and our stock; the Company's ability to obtain any necessary permits, approvals, consents or authorizations required for its activities; the Company's ability to produce energy, biogas, compost or organic fertilizer from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies and other risk factors described in the Company's filings with the U.S. Securities and Exchange Commission, which may be viewed at www.sec.gov .
Contact
SusGlobal Energy Corp.
Marc Hazout, President
(416)
223-8500
or Toll Free: 1-866-512-7374
Email:
info@susglobalenergy.com
SOURCE: SusGlobal Energy Corp.