The beginning of 2017 has been about focusing on a few key activities to keep our project moving forward. We continue to make progress, and thank our members for their ongoing patience as we continue to work through the challenges related to completing this project.

Specifically this means:

• We are very pleased to announce that we’ve extended our relationship with Bullfrog Power, as our Education Sponsor, for an additional 5 years and have been working together to bring on a co-sponsor to further support for our project and educational programming.
• Working with Miller Waste Systems and our legal counsel to execute on the 4 key agreements that collectively form our relationship. Negotiating and executing all of these agreements simultaneously is complex and time-consuming, but we have made good progress and continue to collaboratively work through the challenges with Miller.
• We initiated discussions with TREC Education, and an engineer who is volunteering his time, about improving and adding to our educational offering. This will include an update to the in-class workshop, downloadable curriculums for teachers to build their own digesters with students, developing content for signage inside the Zoo and at the biogas site, and building a portable digester to be used as a demonstration in the classroom.
• We have completed a feasibility study, together with a local farmer, exploring the costs and benefits of locating small storage tanks on the farms in the area and more regularly transporting digestate there throughout the year. The primary benefit of this plan is easier management of materials for the biogas plant and ready access to fertilizer whenever it’s needed for the farmer.
• And while we’ve been working on the project, the Ontario Government provided some additional information about their Strategy for a Waste-Free Ontario, which included a target to ban organics from landfills in 2022. This ban, which still has a little way to go before being put into action, would greatly increase the amount of feedstock that needs to be disposed of at compost facilities and biogas plants, like ours. The primary impact on our business of this change is that it will provide upward support to tipping fees on a per ton basis, as demand for our services will increase. More information about the Province’s strategy can be found here.

The past couple of months for us have been all about contracts – editing language, making amendments, coordinating between the parties involved, and getting feedback from our Board.   While we’ve been working on those documents, the Miller Waste team has been working on the designs and narrowing down its list of equipment and service providers.  Everything is moving along nicely and we look forward to closing these contracts in the coming months and beginning construction in the Spring.

The highlights from the last two months included:

• Received approval from the Toronto Zoo to contract with Miller Waste for the design, construction and operation of the biogas plant.  This included some amendments to our original agreements with the Zoo to reflect the changed market conditions since they were signed in 2012.
• Completed first drafts and comments on the construction and loan agreements with Miller
• Initiated discussions with Bullfrog Power about extending our current Education Sponsorship Agreement, and revamping our educational programming in 2017.

Design and Construction

As was communicated in the most recent newsletter, we executed a Term Sheet with Miller Waste Systems Inc. to Design/Build/Finance/Operate and Feed the biogas plant at the beginning of October.  Since that time, we have been working on the language in the various agreements that collectively will govern our relationship during the construction and operations phase of the project.  We anticipate closing these agreements early in 2017.

While this has been happening, the team at Miller has been refining the designs and budgets, and working towards making final decisions for the supply of various equipment and services.  This includes recently completing an Environmental Site Assessment to get a better grasp of the local soil conditions, and initiating an application to the Canadian Food Inspection Agency to allow for the use of our digestate as fertilizer at nearby farms.

We are collectively making good progress, and are still on track to begin construction in the Spring.

Bond Sales & Financing

As noted in our previous update, bond sales closed on September 30th.  We don’t anticipate issuing any new bonds in the near future, but will update you if something changes.

We have, however, moved forward with a Long Term Debt provider, and have been negotiating a Term Sheet with them, that we anticipate will be signed early in the new year.  Ultimately, it’s our plan to execute the binding loan documents at the same time that we execute the construction and operations contracts with Miller.

Feedstock

As previously communicated, Miller’s role in the project alleviates the need for ZooShare to seek out and secure high quality feedstock from other producers.  We continue to maintain our relationships and agreements at the current time, and will work together with Miller to bring in any additional waste producers.  To ZooShare, these represent excellent sponsorship opportunities, and we are hopeful of adding at least one additional sponsor to the project in 2017, whether it is feedstock provider or another company working in a related sector.

Co-op Development

Speaking of sponsors, we sat down with Bullfrog Power this past quarter to discuss extending our sponsorship agreement.  Part of this discussion included ways to revamp and improve the educational programming currently offered, as well as planning for the post-start-up phase, which will include additional signage in the Zoo, tours and potentially an annual biogas design challenge for students.  These plans are currently in development, and so we welcome any feedback and ideas.  Please contact us if you’d like to get involved.

We have also been engaged in planning for the co-op’s budget and human resource needs for 2017, both of which are not substantial, as we head into the construction and operations phases of the project.

The highlights from the last two months include:

• Bond Sales closed above expectations with a total of $1,154,700 raised.
• Executed a Term Sheet with Miller Waste Systems Inc. to design/build/finance/operate and feed the biogas plant.
• Continued progress in securing Long Term Debt, largely as a result of the above.  We received a Term Sheet with an offer to lend from a lender we’ve had a relationship with for a number of a years, and look forward to finalizing the terms of the loan.
• As a result of bond sales ending, we are scaling back sales and marketing activities significantly, and therefore have been preparing to say goodbye to Frances whose last day will be October 14th.

Design and Construction

We are pleased to announce that we executed a Term Sheet with Miller Waste Systems Inc. to Design/Build/Finance/Operate and Feed the biogas plant.

Miller Waste has been providing composting services to Canadians since 1990. Each year, it processes valuable leaf and yard waste along with food waste from municipal and commercial sources. Miller Waste currently owns and operates four compost sites nationwide and has been increasingly involved in anaerobic digestion projects with its partners, including a recently commissioned organics decontamination facility at its Pickering Transfer Station. Collectively, Miller Waste processes 130,000 tonnes of organics annually.

Miller will leverage what it’s already learned in the sector and work together with equipment suppliers and a local engineering firm to complete designs and construction. As stated in the last update, we are excited to move forward with this relationship as it significantly reduces operating risk for the facility as a result of Miller’s access to and experience managing organics from the commercial sector.

With additional agreements to negotiate with Miller, final design work to be completed and then submitted for building permits, we will not be starting construction until Spring 2017.  This puts us on track to begin operations in Fall 2017.

Bond Sales

Community Bond sales closed on September 30th with the expiry of the Offering Statement.

We attended the usual number of events and markets during August and September, and reminded our many subscribers about the opportunity ending, ultimately helping us to exceed our $1,000,000 goal.  All together, a total of $1,154,700 was raised in this offering.

As noted in the previous update, this was not a simple decision, but it was the right one.  Ultimately selling bonds is a costly and time-consuming way to raise money in comparison to other forms of financing.  With the addition of Miller to the project, avenues that were not previously available to us became viable, and so we decided to shut down bond sales.  This is going to help us conserve cash and save money in the short term, while also allowing the organization to focus on completing the remaining milestones leading up to the Commercial Operation Date.

Feedstock

As stated above, bringing Miller into the project gives ZooShare an experienced operator that collects and manages sufficient volumes of commercial organics to more than meet our needs.

As a result of Miller’s ability to decontaminate and remove packaging, we will still be able to serve the needs of local grocery retailers while collecting market-based rates for the organics it accepts, and also leaving potential for sponsorship revenues to grow over time.

Co-op Development

Sadly the end of bond sales also means the end of our need for a full-time Sales and Marketing Manager.  Frances has been with ZooShare since February of 2014, playing a major role in all of our communications and bond sales over her 2.5 years with the co-operative.  She has personally spoken to almost every one of our members at some point, whether it was answering questions, organizing the AGM, or selling/processing bond sales.  As much as we’d love to keep her on, there simply was not enough work or budget to do so.  Frances’ contributions and presence will be sorely missed, but we know she will be moving on to bigger and better things and wish her nothing but the best. Please be sure to send Frances a note to say thanks before she goes.

The highlights from the last months include:

• Initiated discussions and engaged in focused negotiations with one company who will be providing the biogas plant to ZooShare on a Design/Build/Finance/Operate basis, and also be responsible for feedstock over the long term
• Attended nearly 40 events to spread the word about ZooShare and our bonds
• Decided to stop selling bonds when the Offering Statement expires on Sep/30
• Re-initiated discussions with long term debt providers
• Added two new members to our Board – Andrew and Melissa

Design and Construction

We spent the first part of 2016 working with one company on a Design/Build/Finance proposal, and looking forward to beginning construction in May or June.  However, we were not able to come to an agreement that worked for ZooShare, and as a result, changed our approach and began working on a Design/Build/Finance/Operate model with a different company.  This change meant that we did not begin construction as originally scheduled, but it also means that we will have a well-run, well-fed biogas plant with reduced maintenance costs and higher average uptime from year-to-year.  All of this means a 4-6 month delay to the start-up date, but with more stable and sustainable cash flows once we get there.

At this point, we see construction starting in November and the plant reaching its Commercial Operation Date next Summer.

Bond Sales

As of August 16th, we have sold $622,600 of the 5% bonds, which are currently sitting in an escrow account awaiting the completion of construction.  Our Founders’ Club bonds also matured this month and we are pleased to share that over 70% of Founders Club members decided to roll-over their initial investment into new bonds.

As noted in the newsletter, we have made the decision to stop bond sales once the current Offering Statement expires on September 30.  This was not a straightforward decision – without all the feedstock under contract, we have not been able to get sufficient financing from a commercial lender, and selling bonds in small increments like we have has been an expensive way to raise money.  Ultimately, the path that we’ve been carving out over the last couple of months made the decision easier – with long term feedstock and operating & maintenance agreements with a reputable firm, we can get the funds we need all at once from a commercial lender at a lower cost compared to selling bonds.   Selling bonds also requires a lot of organizational attention, between attendance at the many events and speaking to so many current and potential investors, much of our time, energy and budget goes into this activity.  Once they’re closed we can focus exclusively on construction.

Feedstock

We have decided that our best approach is to align with a company that controls decontamination equipment that can meet our needs through their existing contracts and capacity.  This will not prevent us from receiving organics from local grocery retailers.  ZooShare will still receive market-based rates for the organics it accepts, while also leaving potential for sponsorship revenues to grow over time.

As discussed elsewhere in this update, we are negotiating this agreement in conjunction with the design/construction and operating/maintenance agreements to ensure that all integrate seamlessly and minimize operating risk.

Co-op Development

As you know, at this year’s Annual General Meeting, we added a new member to our Board of Directors: Melissa Felder has run her own environmental consultancy since 2001, with a focus on project management, business development, stakeholder engagement, research and technical analysis and environmental compliance.  She has specific academic and work experience related to bioenergy, and has a Masters in Biological and Chemical Engineering.

Andrew Tarasiewicz joined the Board more recently after Peter Roles stepped down for personal reasons.  Andrew is a Senior Consultant at KPMG’s Infrastructure Advisory practice.  Specializing in renewable power generation, Andrew supports clients with M&A, financial advisory, diligence, and strategic advice, he also previously worked at the IESO and had a hand in the designing and launching procurement initiatives, like the FIT program.

Both of their bios can be found here: https://zooshare.ca/team/

The highlights from last month include:

• ZooShare Groundbreaking ceremony
• Executed Connection Cost Agreement with Toronto Hydro
• Continued progress in our pursuit of additional feedstock, with positive movement on 2 different fronts, and can see a path to executing the appropriate agreements.
• Continued progress in our negotiations to sign a binding turnkey design/build/finance contract

Bond Sales

As of May 9th, we had sold $433,600 of the 5% bonds, which are currently sitting in an escrow account awaiting the completion of construction.

If you would like to invest in the latest bond offering, please fill out the form here (if you you a ZooShare member, make sure to check the “Yes, I’ve paid my ZooShare membership fee” box).

We attended a number of events this past month, in addition to leveraging the amazing media attention received at the Groundbreaking Ceremony.  ZooShare was featured on City TV, CP24, Global News, CBC, and Yahoo! Canada, among others – which caused a spike in website traffic, Facebook engagement and bond sales, exactly what we were hoping would happen.  Building off this momentum and continuing to grow our database of potential investors, we hosted a booth at Seedy Saturday in Scarborough, the Green Living Show and the Zoo Earth Day Festival.  We plan on attending a fair number of farmers markets and street festivals around the GTA this summer with the help of students and volunteers to keep the momentum going.

Feedstock

Nothing significant to report on this front other than progress – conversations with waste producers and haulers continued and have been positive in tone, and have also included a couple that control transfer station capacity equipped with de-packaging equipment.  As discussed in the past, this transfer station capacity is key, as we cannot deploy this equipment on site, and almost all available waste is in a package or a bag.  With a contractual relationship with a transfer station owner, we can serve our current partners and/or take on others that can provide our needs.  We are heartened that all of these conversations include the counter-party highlighting our terrific location, which continues to get more valuable as fuel costs increase and we get closer to a potential ban on organics going to landfills.  Without being able to disclose the details, we see a path towards signing the feedstock supply contracts we need for a sufficient term to secure long term project financing.

Design and Construction

As previously communicated, the 30% project design and drawings have been completed and building permit applications have been submitted to the respective authorities.  We have also met with and received comments from the City, the Zoo and TRCA about the designs, and the appropriate responses have been prepared.   The turnkey contract continues to be our primary focus, but disappointingly, it is not yet ready for signing.  We continue to work on it, and are confident that this issue will be resolved in the coming weeks, without causing significant delays to our construction schedule.

The highlights from last month include:

• Completion of 30% design and drawings
• Submission of building permit applications to the City of Toronto and TRCA
• project design, preparation and submission of building permit applications;
• We also made good progress in our pursuit of additional feedstock suppliers, and have a plan in place to ensure we have all of the organics contracted within the coming months.   This is an extremely exciting and critical time for our project, with much work to get done to be operational by year end.
• In addition, while the construction is taking place, we will continue to explore every possible avenue to maximize project revenues (primarily on the fertilizer side) and minimize future operating costs.

Bond Sales

As of March 1st, we had sold $363,600 of the 5% bonds, which are currently sitting in an escrow account awaiting the completion of construction.

If you would like to invest in the latest bond offering, please fill out the form here (if you you a ZooShare member, make sure to check the “Yes, I’ve paid my ZooShare membership fee” box).

We have begun booking events for the Spring and Summer, in addition to what is coming up (Seedy Saturday, Green Living Show), and have submitted an application to the Canada Summer Jobs program in order to get a couple of students to assist with the effort. We are also planning for our groundbreaking ceremony, which will take place around Earth Week – an event we believe will attract strong media attention and help to further drive project momentum and bond sales.

Feedstock

Nothing significant to report on this front – conversations with our current and potential alternate retailers and waste management companies continued and have been positive in tone.  The various parties involved are interested in working with us, and see the positives of participating in our project, however it takes time to sort through the complexities together and create a strong agreement (as we’ve experienced over the years).  Our experience to date helps to expedite the conversation somewhat, and we continue to diligently follow up and answer questions, but ultimately it is a slow moving conversation.  At the point that we are ready to move on from the retailers and sign with a waste management company, the contract can get done much faster as those are more standardized agreements.  As a reminder, our focus continues to be first on retail-facing food companies who see the PR value of a long term relationship (20 years), followed by waste management companies that more easily serve our needs but on a more short term basis (1-5 years).

Design and Construction

Bioferm and their engineers completed the 30% project design and drawings this month – which have been submitted to the Zoo for approval and used to support building permit applications submitted to the City and TRCA.  We anticipate receiving the building permits by late March, early April, but may be impacted by the current labour dispute between the Inside Workers and the City. The turnkey contract is not yet ready for signing, but we continue to work on it together, and we are confident we can complete negotiations and execute in the next 4 weeks, prior to starting excavation and site preparation.   As stated above, there will be a groundbreaking ceremony at the site, taking place around Earth Week.  More details on this event will be made available once they are finalized.

The highlights from last month include project design, preparation and submission of building permit applications; completion of the Sales and Marketing Plan; planning for groundbreaking (!); and more bond sales.  We also made good progress in our pursuit of additional feedstock suppliers, and have a plan in place to ensure we have all of the organics contracted within the coming months.   This is an extremely exciting and critical time for our project, with much work to get done to be operational by year end.  In addition, while the construction is taking place, we will continue to explore every possible avenue to maximize project revenues (primarily on the fertilizer side) and minimize future operating costs.

Bond Sales

As of Feb/1st, we had sold $304,000 of the 5% bonds, which are currently sitting in an escrow account awaiting the completion of construction.  We continued to solidify our sales and marketing plans for the year, which includes leveraging our major milestones and any media we receive into more bond sales.

If you would like to invest in the latest bond offering, please fill out the form here (if you you a ZooShare member, make sure to check the “Yes, I’ve paid my ZooShare membership fee” box).

Feedstock

Meetings took place this month with multiple waste management companies, two major grocery retailers, and an industry association that is looking to facilitate meetings for us with their members.  It’s an evolving discussion, but our focus continues to be first on retail-facing food companies who see the PR value of a long term relationship (20 years), followed by waste management companies that more easily serve our needs but on a more short term basis (1-5 years).  As we get closer to construction and operations, more waste companies will call us, as our locational advantage translates to direct savings on transportation costs for them.  In fact, this has already begun to happen – I got two calls this week with attractive offers.  While the process has been slow to date, we are confident we will have our feedstock needs contracted in the coming months, as construction gets underway.  As we have said for some time, the challenge is not securing waste, it is accurately predicting it’s make-up, level of contamination and price over the next 5, 10, 20 years.

Design and Construction

Our engineering team at Bioferm has been hard at work at finalizing project designs, site plans and the budget this past month, so that we can submit building permit applications to the TRCA and City of Toronto this week.  We will also be ready to execute the Turnkey Design-Build contract, and will be submitting the first round of designs to the Zoo for their approval and comments.  Based on the currently projected timelines, we will begin ground preparation and excavation in late March/early April.  We are planning a groundbreaking celebration, which will take place around this time – stay tuned for further details.

The highlights of the holiday season included the launch of the new ZooShare bonds and starting the planning process for our biggest year yet!

6% and 5% bonds were offered first to the Waiting List, and then to the general public.  The pent-up demand led to the 6% bonds selling out in 7 days, and over $250,000 in 5% bond sales in the first month of availability.  After selecting a technology partner in late October, we have started planning for construction of the biogas plant this Spring(!), while also working on plans for marketing & sales, digestate management and transportation.  We also continued our discussions with numerous waste producers and haulers regarding our feedstock needs as we look to resolve the remaining issues and sign a long-term contract.

Bond Sales & Revised Offering Statement

In November, ZooShare received approval from FSCO to begin selling Community Bonds again.  We had a limited number of 6% bonds available, and as stated above, they sold out quickly.  The 5% bonds, which are fully protected against construction risk, went on sale in early December.  To date, we have sold $252,100 5% bonds, which are currently sitting in an escrow account awaiting the completion of construction.  We feel confident that our biggest driver of bond sales this year will be our progress building the project.  That being said, we spent a fair amount of time during December planning our marketing and sales activities for the year to best ensure our success with this new offering.  This effort is being led by our Communications Manager, Frances Darwin, who was brought back full-time and extended for another year.

If you would like to invest in the latest bond offering, please fill out the form here (if you you a ZooShare member, make sure to check the “Yes, I’ve paid my ZooShare membership fee” box).

Feedstock

Discussions continue with our grocery partner to resolve the remaining issues standing in the way of us signing a long term agreement, namely, how to remove the packaging from the available organics. We are also engaged with other waste producers and haulers, in order to secure alternatives should our grocery partner be unable to supply the full amount of waste required.  As stated previously, this is not how we imagined this process unfolding, however our confidence that we will be able to get what we need in fuel remains strong.  This is due to our locational advantage, made more valuable by impending limits on carbon emissions from transportation, the Province’s recent announcement of new waste management regulations that would ban organics from landfills, and the potential PR value of working with a local non-profit associated with the Zoo. We will continue working on all fronts and look forward to resolving this challenge in the coming months, prior to starting construction.

Design and Construction

Since selecting Bioferm Viessman as our technology supplier in late October, the two organizations have been engaged in planning, procurement and negotiations.  A transportation plan covering the construction and operations phases has been prepared and submitted to the Zoo (special thanks to ZooShare member, ND, for the help).  A preliminary design and construction schedule was prepared by Bioferm, with a planned construction start date in May and a Commercial Operation Date of January 1, 2017.  Working backwards from these days, the 30% project design and budget is to be finalized by the end of this month, allowing us to sign a binding turnkey construction contract, finalize the loan amount to be received from Bioferm and submit the designs to the Zoo for approval.  We will also be applying for building permits from the City of Toronto and Toronto and Region Conservation Authority (TRCA) at this time.  Staff from both organizations have already been contacted to ensure a smooth approval process.