BIOX Canada enters bankruptcy after port authority transaction

BIOX Canada Limited filed an assignment in bankruptcy on November 21, 2025, under the Bankruptcy and Insolvency Act, with TDB Restructuring Limited appointed as Licensed Insolvency Trustee.

BIOX Canada was incorporated in 2022 as a joint venture between World Energy Sustainable Products, LLC and Hartree Biodiesel Holdings Canada Ltd. The company’s business focused on the production and refining of biodiesel for export to the United States, with a commercial strategy tied closely to access to the California market.

After approximately two years of operations, the company ceased business activities prior to the bankruptcy filing. The Trustee identified several interrelated market and operational factors that undermined BIOX Canada’s viability. A significant decline in the value of Low Carbon Fuel Standard credits materially restricted access to the California market, which was central to the company’s export strategy. The company also faced limited winter marketability due to poor cold weather performance of its biodiesel product.

At the same time, rising input costs combined with falling sales prices compressed margins. Competitive pressure from US biofuel producers further weakened the company’s position, particularly as those producers benefited from the US $1 Blenders Tax Credit and access to lower cost feedstock.

On December 23, 2024, BIOX received formal notice from Hartree Partners, LP, its senior secured creditor under a Supply and Offtake Agreement, that BIOX was in default, with outstanding secured indebtedness of approximately US$21.8 million at that time.

In response to mounting financial and liquidity constraints, BIOX, with the assistance of its advisors, explored strategic alternatives. Potential third party interest was significantly limited due to ongoing market difficulties, lack of profitability, secured debt obligations, absence of additional funding, and potential environmental liabilities.

BIOX determined that the most viable option was a transaction with the Hamilton-Oshawa Port Authority, the landlord of the premises on which its plant was located. BIOX approached HOPA beginning in the first quarter of 2025 regarding a potential transaction under which HOPA would assume operations and environmental liabilities.

Following negotiations, BIOX and HOPA entered into a Deposit Agreement dated March 11, 2025. Under that agreement and subsequent amendments, HOPA provided total funding of $1.195 million to BIOX. These funds were restricted in use and applied solely toward employee payroll, utilities, environmental costs, payments to certain critical vendors, and other costs required to preserve the business. Neither Hartree nor BIOX’s shareholders received any proceeds from this funding.

On August 15, 2025, BIOX and HOPA entered into a Settlement and Release Agreement. Under the transaction, BIOX surrendered its lease, transferred substantially all of its assets to HOPA, and received a full and final release of obligations from HOPA, including a release of environmental liabilities. HOPA agreed to assume liabilities relating to the transferred assets and plant from and after closing. BIOX also agreed to provide certain post closing transition services.

The consideration provided by HOPA consisted of the amounts previously advanced under the Deposit Agreement and the waiver and release of outstanding rental arrears owing by BIOX. The transaction was fully supported by Hartree as senior secured creditor. Neither Hartree nor BIOX’s shareholders received any monetary proceeds from the transaction, other than a limited administrative fee paid by HOPA to Hartree Biodiesel Holdings Canada Ltd. in connection with post closing transition arrangements.

The company’s liabilities total approximately $29.8 million, including $27 million owed to senior secured creditor Hartree Partners, compared to assets of $30,000. Hartree has confirmed that its security is subordinate to the Trustee’s fees and disbursements to facilitate administration of the Wage Earner Protection Program for former employees.

The Trustee has not taken conservatory or protective measures, noting that the estate appears to be a no asset bankruptcy aside from nominal cash. No distribution to unsecured creditors is anticipated.

Unifor Local 593 obtained an arbitration award on September 11, 2025, in the amount of $238,820.48 relating to unpaid termination pay owed to unionized employees. The Trustee understands this award constitutes an unsecured claim against the estate.

The Trustee is arranging a claims process for former employees under the Wage Earner Protection Program Act. A review of potential preferences or transfers at undervalue has not yet been completed.