Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Pace Savings & Credit Union Limited lent money to SusGlobal Energy Corp. (hereinafter referred to as the "Company") and its subsidiaries SusGlobal Energy Canada Corp., SusGlobal Energy Canada I Ltd., SusGlobal Energy Belleville Ltd. (collectively, with the Company, referred to as the "Borrowers"). As of March 28, 2023, the Borrowers owed Alterna Savings and Credit Union Limited ("Alterna"), as assignee of that debt, $3,812,765 (CAD$5,195,274), including accrued interest of approximately $387,000 (CAD$527,000).

On March 28, 2023, the Company entered into an escrow agreement, dated March 28, 2023, (the "Escrow Agreement") with a third-party escrow agent (the "Escrow Agent") to facilitate the discharge in full of its indebtedness to Alterna. Pursuant to the Escrow Agreement, the Company deposited into escrow $917,364 (CAD$1,250,000) and signed counterparts of a mutual release agreement and indemnity agreement described below. On release to Alterna of the letter of credit No. 78 dated May 20, 2020, in the sum of $203,163.53 (CAD$276,830.63) the escrow will be released. Alterna has deposited into escrow an authorization empowering the Company to discharge all security and registrations relating to the debt on its behalf, such that Alterna will no longer have any registered security interests in relation to the Company. When the escrowed property is released, the Company will no longer have any indebtedness to Alterna (or Pace). The foregoing description of the terms of the Escrow Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the text of the Escrow Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

The mutual release agreement deposited into escrow provides for a full and final mutual release (the "Release Agreement"). Alterna has also agreed to release the guarantees provided by Ike Makrimichalos, Marc Hazout, and Haute Inc. with respect to the obligations of the Borrowers to it. The foregoing description of the terms of the Release Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the text of the Release Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

In connection with the Release Agreement, Alterna and the Borrowers have entered into an Indemnity Agreement, dated March 28, 2023, under which the Borrowers agree to indemnify, defend, and hold PACE harmless from any claims, damages, or liabilities made by certain parties that may arise in connection with the Release Agreement. The foregoing description of the terms of the Indemnity Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the text of the Indemnity Agreement, which is filed as Exhibit 10.3 hereto and incorporated by reference herein.



Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.   Description
  10.1          Escrow Agreement, dated March 28, 2023, by and between SusGlobal
              Energy Canada Corp., Alterna Savings and Credit Union Limited as
              assignee of Pace Savings & Credit Union Limited and Goodmans LLP.
  10.2          Full and Final Mutual Release Agreement, dated as of March 28, 2023,
              by and between Alterna Savings and Credit Union Limited as assignee of
              Pace Savings & Credit Union Limited, SusGlobal Energy Corp., SusGlobal
              Energy Canada Corp., SusGlobal Energy Canada I Ltd., SusGlobal Energy
              Belleville Ltd., and Haute Inc.
  10.3          Indemnity Agreement, dated as of March 28, 2023, by and between
              Alterna Savings and Credit Union Limited as assignee of Pace Savings &
              Credit Union Limited, SusGlobal Energy Corp., SusGlobal Energy Canada
              Corp., SusGlobal Energy Canada I Ltd., SusGlobal Energy Belleville Ltd.,
              and Haute Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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