SusGlobal Energy Corp.

SusGlobal Energy Corp. operates in the renewable energy and waste-to-energy sector, focusing on acquiring, developing, and monetizing proprietary technologies for processing organic waste into biogas, organic fertilizers, and compost. The company owns Environmental Compliance Approvals (ECAs) issued by the Ministry of the Environment, Conservation and Parks (MECP) of Ontario, Canada, permitting it to accept up to 70,000 metric tonnes of waste annually at its Belleville Facility and up to 65,884 MT annually at its Hamilton Facility, along with a waste transfer station capacity of up to an additional 50,000 MT annually. The organic fertilizer market is expected to grow at a compounded annual growth rate, driven by increasing consumption of organic food and products such as cannabis and wine, and favorable government regulations mandating the diversion of organic waste from landfills.

The company faces intense competition from well-established competitors with longer operating histories and significantly greater financial and operational resources, some of which have been in business for over 100 years. SusGlobal believes its diverse product line, current and expected, and better efficiencies resulting in lower wholesale cost of sales could allow it to obtain a large market share. The principal competitive factors are technical features, quality, availability, price, customer support, and distribution coverage. The company holds 4 registered trademarks in the United States, including SUSGLOBAL®, CARING FOR EARTH'S JOURNEY®, EARTH'S JOURNEY®, and LEADERS IN THE CIRCULAR ECONOMY®, and its SUSGRO trademark application, previously opposed by The Scotts Miracle-Gro Company, is now being registered.

SusGlobal generates revenue from tipping fees paid by municipalities and haulers for source separated organics and other non-hazardous waste, the sale of regenerative products such as organic dry compost and future organic liquid fertilizer, and the sale of carbon credits generated by the Belleville Facility. The direct costs of revenue consist primarily of employee costs, utilities, equipment and automotive-related expenses, landfilling costs, and depreciation. The company's primary customers were municipalities in both rural and urban centers in Ontario, Canada, when it was operational.

The company's Belleville Facility, a 49-acre Organic & Non-Hazardous Waste Processing & Composting Facility, has ECAs to accept up to 70,000 MT of waste annually and was acquired on September 15, 2017, from the Receiver for Astoria. The facility processed source separated organics, leaf and yard waste, food waste, liquid waste, paper sludge, and biosolids, charging tipping fees based on customer arrangements and waste type. The Hamilton Facility, a 41,535 square foot facility on 5.29 acres, had an ECA to process 65,884 MT per annum of organic waste and was designed to produce, distribute, and warehouse SusGro™ organic liquid fertilizer for private label, big box retailers, consumer lawn and garden suppliers, and the wine, cannabis, and agriculture industries. The Hamilton Facility was listed for sale on July 28, 2024, re-listed on March 9, 2026 for $9,120,000 (C$12,500,000), and sold on June 30, 2026 for $7,843,200 (C$10,750,000). The company also generates revenue from carbon credits; the Anew™ SusGlobal Belleville Composting Offset Project generated approximately 137,000 VERRS from 2017 through 2022 with an approximate market value of between $2.55 (C$3.50) and $7.48 (C$10.25) per VERR, and from September 2022 through the date of filing, the company sold 73,464 VERRS.

On January 10, 2024, the company ceased accepting waste at the Belleville Facility to address compliance matters issued by the MECP, including orders to address repairs, clean-up of unusable waste, and rehabilitation of the stormwater management system. On March 10, 2025, the company signed a service agreement to refurbish the Belleville Facility to bring it to operational readiness, subject to financing, with management anticipating recommencement of operations in the first quarter of 2027. On November 5, 2025, the company's Belleville subsidiary and CEO received a summons from the Ontario Court of Justice under the Provincial Offenses Act, served by the MECP, with a current fine levied of $200,640 (C$275,000). During the year ended December 31, 2025, the company raised $220,000 in a private placement on the issuance of 11,000,000 common shares to Travellers International Inc. As of December 31, 2025, the company had 6 security purchase agreements outstanding with 4 investors, with an outstanding principal balance of convertible promissory notes of $9,907,272, including accrued interest of $3,564,889, and a fair value of $14,458,322, all past due and in default. The company also had 6 mortgages with private lenders with outstanding principal balances totaling $9,730,662 (C$13,336,982), all past due and in default.

For the year ended December 31, 2025, the company generated total revenue of $32,340, compared to $79,886 in 2024, with the decrease attributed to ceasing waste acceptance after January 10, 2024. The net loss attributable to common stockholders was $5,686,869 for 2025, compared to $7,859,171 in 2024. The gross loss was $706,630 in 2025 versus $1,212,940 in 2024. Operating expenses decreased by $2,432,752 from $4,695,582 in 2024 to $2,262,830 in 2025. The company had an accumulated deficit of $52,116,571 as of December 31, 2025, compared to $46,429,702 as of December 31, 2024.

The company's primary growth vector is the rehabilitation and recommencement of operations at the Belleville Facility. On March 10, 2025, the company signed a service agreement to refurbish the facility to bring it to operational readiness, subject to financing, and management anticipates that the Belleville Facility will commence operations in the first quarter of 2027 based on certain timelines provided by the contractor for the rehabilitation. The company also plans to continue acquiring, developing, and monetizing proprietary technologies and processes in the waste-to-regenerative products globally, focusing on implementing a robust intellectual property strategy, subject to financing.

A second growth vector involves the future production and sale of organic liquid fertilizer at the Hamilton Facility, which was originally designed to produce, distribute, and warehouse SusGro™ organic liquid fertilizer for sale through big box retailers, consumer lawn and garden suppliers, and for end use to the wine, cannabis, and agriculture industries. The company also expects to generate revenue from the sale of carbon credits, having sold 73,464 VERRS from September 2022 through the date of this filing from the Anew™ SusGlobal Belleville Composting Offset Project, which generated approximately 137,000 VERRS from 2017 through 2022.

The filing does not contain specific margin trajectory or cost structure evolution targets.

The company's operational outlook is centered on completing the rehabilitation of the Belleville Facility as ordered by the MECP, which will require significant investment and is dependent on the company securing funding. Management anticipates that the corrective action matters will take the balance of the year to be completed and that the facility can re-open in the first quarter of 2027. The company's operating property, vehicle, and equipment will require significant investment to carry out repairs and improvements, including replacement of certain equipment at the Belleville Facility. As of December 31, 2025, the company had one full-time employee and two independent contractors.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorizations, or dividend policy figures.

The company faces a significant structural headwind from its inability to secure funding. The company estimates that approximately $4,000,000 in additional funds must be raised to fund capital requirements and general corporate expenses for the next 12 months, in addition to the funds required to liquidate $40,448,765 in current liabilities. The company was unsuccessful in raising funds with a firm through an advisory and distribution agreement announced on December 14, 2023. All convertible promissory notes and mortgages payable are past due and in default, and without waivers from lenders or availability of other financing, these defaults have a material adverse effect on the company's ability to continue to operate.

Regulatory and environmental constraints are a major headwind. The company received orders from the MECP to address repairs, clean-up of unusable waste, rehabilitation of the stormwater management system, and other matters, with estimated costs totaling $2,824,245 (C$3,870,950) accrued as of December 31, 2025. On November 5, 2025, the company's Belleville subsidiary and CEO received a summons with a fine of $200,640 (C$275,000). The company also faces a construction lien on the Belleville Facility property in the amount of $166,279 (C$227,904) and outstanding property taxes and related costs totaling $164,749 (C$225,807) as of March 10, 2025.

The company faces material going concern risk, with a working capital deficit of $40,416,007 ¹ as of December 31, 2025, an accumulated deficit of $52,116,571 ², and a cash balance of $nil ³. All convertible promissory notes totaling $9,907,272 ⁴ in principal plus accrued interest of $3,564,889 ⁵ and all mortgages payable totaling $9,730,662 ⁶ are past due and in default, and the company does not have sufficient funds to satisfy these obligations. The company ceased accepting waste on January 10, 2024, due to MECP orders, and estimates it needs approximately $4,000,000 ⁷ in additional funds for the next 12 months. Regulatory and environmental liabilities are significant, with estimated corrective action costs of $2,824,245 ⁸ accrued, a fine of $200,640 ⁹ levied by the Ontario Court of Justice, and a default judgement of $2,848,744 ¹⁰ filed against the company from a March 2022 investor. The company has no insurance coverage due to lack of funding to pay premiums, exposing it to uninsured operational and environmental liabilities.

Management's message emphasizes the company's role as a renewables company focused on acquiring, developing, and monetizing a global portfolio of proprietary technologies in the waste-to-energy and regenerative products application, positioning itself as 'Leaders in The Circular Economy®'. The forward-looking statements include the expectation that the Belleville Facility will commence operations in the first quarter of 2027 based on certain timelines provided by the contractor for the rehabilitation, subject to financing. The strategic priorities emphasized are: (1) completing the rehabilitation of the Belleville Facility to bring it to operational readiness, (2) securing necessary financing to fund capital requirements and general corporate expenses, and (3) continuing to acquire, develop, and monetize proprietary technologies and processes in the waste-to-regenerative products globally, subject to financing.