Quebec Court of Appeal - Authorization to appeal the October 8, 2025 judgment (in French) — Endorsement / reasons
Varennes Cellulosic Ethanol LP and 7037163 Canada Inc. dba Recyclage Carbone Varennes
Follow- Proceeding
- CCAACompanies' Creditors Arrangement Act, R.S.C. 1985, c. C-36
- Court
- Superior Court of Québec · Commercial Division
- File
- 500-11-065381-259
Varennes Cellulosic Ethanol LP and 7037163 Canada Inc., which does business as Recyclage Carbone Varennes, have been under CCAA protection since the Superior Court of Québec (Commercial Division) in Montréal issued an Initial Order on March 11, 2025. VCE was established to oversee the financing, construction and management of an approximately $1.49 billion project at Varennes, Québec. Ernst & Young Inc. is Monitor. The Court approved a sale and investment solicitation process on March 31, 2025, under which Phase 1 deadlines ran to June 11, 2025 and bid deadlines to August 7, 2025. On September 29, 2025 the Court granted a reverse vesting order in connection with a transaction with StormFisher Hydrogen Ltd. and two ResidualCos, 9550-1714 Québec inc. and 9550-1870 Québec inc. The non-redacted Purchase Agreement was filed under seal. The proceeding remains active.
Exhibits in support of the Re-Amended Motion for the Transfer of the Arbitration Proceedings — Application / notice of application
Re-Amended Motion for the Transfer of the Arbitration Proceedings — Application / notice of application
Reasoned judgment of the Court in connection with the orders rendered was filed.
Source: Reasoned judgment of the Court in connection with the orders rendered
The officer filed report no. Amended Monitor's Fifth Report. The CCAA Parties continue to stabilize and preserve the Project (biofuels and electrolyzer plants), advancing critical-path work such as Hydro-Québec substation commissioning, while a court-approved sale (reverse vesting transaction) to StormFisher Hydrogen Ltd. is pending closing.
Source: Amended Monitor's Fifth Report
Court granted a reverse vesting order concerning the transaction with StormFisher Hydrogen Ltd., involving ResidualCo 1 (9550-1714 Québec inc.) and ResidualCo 2 (9550-1870 Québec inc.); the non-redacted Purchase Agreement, Exhibit R-2A, was sealed.
Source: Exhibits - RVO Application
Application for the Issuance of an Approval and Reverse Vesting Order and Other Relief — Reverse vesting order
Litigation Timetable (Application by Conceptum Logistics USA LLC) — Application / notice of application
Order Extending the Stay Period and Approving an Interim Financing and Increasing the Interim Lenders' Charge was filed.
Monitor submitted a further report on August 11, 2025, days after the August 7 bid deadline under the SISP closed.
Source: Amended Monitor's Fourth Report
Application For The Issuance of An Order Extending The Stay Period and Approving An Interim Financing and Increasing The Interim Lenders' Charge — Application / notice of application
Monitor reported measures since its Third Report: receipt of remaining super and truckable modules from China, an amended Hydro-Québec payment schedule with 230kV line commissioning rescheduled to late September 2025, demobilization of non-critical components, SISP advancement, negotiations with Conceptum USA and stay notices to subcontractors.
Source: Monitor's Fourth Report
The court approved a sale and investment solicitation process. A phase 1 deadline of 2025-06-11t17:00:00. A bid deadline of 2025-06-11.
Stay Extension Order, until and including August 1, 2025 was filed.
Source: Stay Extension Order, until and including August 1, 2025
Amended Application for the Issuance of a Stay Extension Order to August 1, 2025 — Application / notice of application
Amended Motion for the Transfer of the Arbitration Proceedings Under the Present CCAA Proceedings — Application / notice of application
Application for the Issuance of a Stay Extension Order to June 13, 2025 — Application / notice of application
The court approved a sale and investment solicitation process. A phase 1 deadline of 2025-06-06t17:00:00. A bid deadline of 2025-06-06.
The court approved a sale and investment solicitation process. A phase 1 deadline of 2025-05-28. A bid deadline of 2025-07-09.
Court approved the sale and investment solicitation process for the CCAA Parties' assets, including the Varennes biorefinery project.
The Court issued a further order on March 25, 2025, a day after the Monitor's report of March 24.
Source: Stay Extension Order
Amended Application for the extension of the stay of proceedings (in French) - March 25, 2025 — Application / notice of application
Monitor reported steps taken since the Initial Order: capital investment scaled back to preserve liquidity, supplier negotiations for an orderly slowdown, a stakeholder communication plan and staff reductions.
Exhibits - Application for the Issuance of a Stay Extension Order — Application / notice of application
Initial Order commenced CCAA proceedings for Varennes Cellulosic Ethanol LP and 7037163 Canada Inc. in the Montréal Commercial Division, with Ernst & Young Inc. as Monitor.
Varennes Cellulosic Ethanol LP and 7037163 Canada Inc. dba Recyclage Carbone Varennes — CCAA filed, Québec.
Source: Initial Order - March 11, 2025
Ernst & Young Inc. submitted its report on March 10, 2025, the day before the Initial Order was issued.
Debtor
Varennes Cellulosic Ethanol LP and 7037163 Canada Inc. dba Recyclage Carbone Varennes
Monitor
EY
Bench
| Judge | Court | On this docket | Cases on record |
|---|---|---|---|
| Justice Castonguay | Superior Court of Québec | 6 orders, Mar 2025 – Oct 2025 | 24 cases on record |
| Justice Sheehan | Superior Court of Québec | 3 orders, Oct 2025 | 11 cases on record |
Counsel of record
| Priority class | Creditor | Amount | Source |
|---|---|---|---|
| Secured | Canada Infrastructure Bank (CIB Loan) · in 2 casesFirst-ranking security over all of the Partnership's assets, on a pari passu basis with the IQ Loan; facility limit up to $277,000,000 (including up to $22,600,000 to secure letters of credit) — Outstanding balance was $13,001,630 as at December 31, 2023 (audited financial statements); September 30, 2024 balance is from unaudited condensed interim financial statements. — debtor: Varennes Cellulosic Ethanol LP · as of 30 Sep 2024 | $41.4M | Exhibits R-13 to R-17A |
| Secured | 9429-8130 Québec Inc. (subsidiary of Investissement Québec) (IQ Loan)First-ranking security over all of the Partnership's assets, on a pari passu basis with the CIB Loan; facility limit up to $162,000,000 (including up to $12,000,000 to secure letters of credit); secured by a company under common control of a Limited Partner of the Partnership — Related party: Investissement Québec is a Limited Partner of the Partnership (equity ownership 23.7% as at Jan 2023). Outstanding balance was $10,118,382 (or $10,118,381 per note 11) as at December 31, 2023 (audited); September 30, 2024 balance is from unaudited condensed interim financial statements. Replaced a prior $ · as of 30 Sep 2024 | $32.8M | Exhibits R-13 to R-17A |
Sale approved — The Court approves the Successful Bid resulting from the SISP, being the Purchase Agreement with StormFisher Hydrogen Ltd., structured as a reverse vesting transaction.Reasoned judgment of the Court in connection with the orders rendered · 8 Oct 2025
| Purchaser | Price | Status | Source |
|---|---|---|---|
| StormFisher Hydrogen Ltd.all issued and outstanding equity interest in the General Partner and all partnership units of VCE · share sale · ResidualCo: 9550-1714 Québec Inc. ("ResidualCo 1") and 9550-1870 Québec Inc. ("ResidualCo 2") · agreement 24 Sep 2025 | SealedPurchase Price amount not disclosed in this document; unredacted Purchase Agreement is sealed. | Closed10 Oct 2025outside 10 Oct 2025 | Monitors Certificate |
Court-ordered charges: no distribution.EstimatedAmended Monitor's Fifth Report · 3 Oct 2025
| Class | Creditor | Claims | Recovery | Basis | Source |
|---|---|---|---|---|---|
| Court charges | Financial Advisor Charge | — | no distribution | Estimatedper the monitor | Amended Monitor's Fifth Report · 3 Oct 2025 |
| Secured | — | — | no distribution | Estimatedper the monitor | Monitor's Fifth Report · 25 Sep 2025 |
Each row is one filing's statement, copied as it reads and never computed. "Estimated" is the officer's forecast; "Under the plan" is the plan's or proposal's own term; "Final" is a declared or paid distribution; a row with no chip states no footing. A range is the two numbers stated; "of proven claims" is the document's own denominator.
As at 31 Dec 2023 · per audited (IFRS Accounting Standards, per KPMG LLP independent auditor's report dated May 9, 2024) · entity - Varennes Cellulosic Ethanol LP (limited partnership, standalone; no consolidation of other entities indicated) — Statement of Financial Position does not present a single 'total liabilities' line; components stated are current liabilities $71,480,549 and non-current liabilities $189,012,006 (summing to $260,492,555, not independently stated by the document). Partners' equity of $372,954,496 plus these liability components equal total assets/liabilities+equity of $633,447,051.
Cumulative receipts
$223K
As at 11 Aug 2025Amended Monitor's Fourth Report
Cash on hand
$5.53M
As at 11 Aug 2025Amended Monitor's Fourth Report
Professional fees to date
$750K
As at 3 Oct 2025Amended Monitor's Fifth Report
| Date | Document | File |
|---|---|---|
| Quebec Court of Appeal - Authorization to appeal the October 8, 2025 judgment (in French) | ||
| Argumentation Plan of the Participants (in French) | ||
| Source Book of the Participants (in French) | ||
| Notice of Appeal (in French) | ||
| Judgment - 23 octobre 2025 (Proman) | ||
| Minutes of the hearing on October 21, 2025 (Proman) (in French) | ||
| 04 Debtors’ book of authorities in support of the plan of arguments | ||
| Exhibits in support of the Re-Amended Motion for the Transfer of the Arbitration Proceedings | ||
| Re-Amended Motion for the Transfer of the Arbitration Proceedings | ||
Monitors Certificate
| ||
Administrative Reserve Order
| ||
Approval and Reverse Vesting Order
| ||
Reasoned judgment of the Court in connection with the orders rendered
| ||
Release Order
| ||
| Updated Exhibits for October 8, 2025 motion | ||
Amended Monitor's Fifth Report
| ||
Monitor's Fifth Report
| ||
Application for the Issuance of an Approval and Reverse Vesting Order and Other Relief
| ||
Exhibits - RVO Application
| ||
Litigation Timetable (Application by Conceptum Logistics USA LLC)
| ||
Order Extending the Stay Period and Approving an Interim Financing and Increasing the Interim Lenders' Charge
| ||
Amended Monitor's Fourth Report
| ||
| Application For The Issuance of An Order Extending The Stay Period and Approving An Interim Financing and Increasing The Interim Lenders' Charge | ||
Monitor's Fourth Report
| ||
Sixth Notice of Modification to SISP Procedures
| ||
Fifth Notice of Modification to SISP Procedures
| ||
Fourth Notice of Modification to SISP Procedures
| ||
Stay Extension Order, until and including August 1, 2025
| ||
Third Notice of Modification to SISP Procedures
| ||
| Amended Application for the Issuance of a Stay Extension Order to August 1, 2025 | ||
| Amended Motion for the Transfer of the Arbitration Proceedings Under the Present CCAA Proceedings | ||
| Application for the Issuance of a Stay Extension Order to June 13, 2025 | ||
Second Notice of Modification to SISP Procedures
| ||
Notice of Modification to SISP Procedures
| ||
Service List - Comeback Hearing
| ||
Amended and Restated Initial Order - March 31, 2025
| ||
Sale and Investment Solicitation Process Order
| ||
Monitor's Second Report - March 30, 2025
| ||
| Virtual Hearings - Permanent Links - Superior Court - Montreal | ||
| Amended Application for the extension of the stay of proceedings (in French) - March 25, 2025 | ||
Stay Extension Order
| ||
Application for the Issuance of a Stay Extension Order
| ||
| Exhibits - Application for the Issuance of a Stay Extension Order | ||
Monitor's First Report - March 24, 2025
| ||
4-Exhibit R-3 (revised)
| ||
5-Exhibit R-3 - Amended Restated Initial Order (redline against previous version served March 10, 2025)
| ||
6-Exhibit R-3A (revised)
| ||
| Exhibit R-2 (revised) | ||
| Exhibit R-3 (revised) | ||
| Exhibit R-3 - Amended Restated Initial Order (redline against previous version served March 10, 2025) | ||
| Exhibit R-3A (revised) | ||
| Notice of Presentation | ||
| Notice of Presentation - ARIO | ||
| List of creditors as at March 11, 2025 (amended) | ||
| Notice to creditors | ||
Initial Order - March 11, 2025
| ||
Liste de notification - 11 mars 2025
| ||
Application for the issuance of an initial order, an amended and restated initial order and a sale and investment solicitation process order - March 10, 2025
| ||
Exhibit R-10
| ||
Exhibit R-11
| ||
Exhibits R-1 to R-3A
| ||
Exhibits R-13 to R-17A
| ||
| Exhibits R-4 to R-9 | ||
Liste de notification - 10 mars 2025
| ||
Proposed Monitor's Report - March 10, 2025
| ||
Service List - March 10, 2025
| ||
Filing titles, dates, and extracted key facts are public.
CiteProceedings., “Varennes Cellulosic Ethanol LP and 7037163 Canada Inc. dba Recyclage Carbone Varennes” (CCAA), Superior Court of Québec · Commercial Division. Retrieved 20 September 2026, https://proceedings.ca/case/varennes-cellulosic-ethanol-lp-and-7037163-canada-inc-dba-recyclage-carbone-vare