PUBLIC NOTICE OF ASSET SALE: CleanBay Renewables, Inc, and Its Several Subsidiaries

NOTICE OF PUBLIC SALE OF ASSETS OF CLEANBAY RENEWABLES, INC. AND ITS SEVERAL SUBSIDIARIES
AUGUST 18, 2025 BID DEADLINE

NOTICE IS HEREBY GIVEN that on August 20, 2025 (the “Date of Sale”), at 1:00 P.M. Pacific Time at the offices of Stradling Yocca Carlson & Rauth LLP “SYCR”), 10100 Santa Monica Boulevard, Suite 1450, Los Angeles California, 90067, and/or virtually by Zoom or similar software, first priority secured creditor Sustainable Growth Fund II, SCSP, SICAV-SIF (“SGM,” the “Secured Purchaser” or the “Seller,” as applicable), for the benefit of itself and for the benefit of certain pari passu secured lenders, will hold a public auction pursuant to Section 9610, et seq. of the Revised Uniform Commercial Code as adopted under applicable law (the “UCC”), in which auction the assets of CleanBay Renewables, Inc. (“CBR”) and its subsidiaries CleanBay Biofuels, Inc., CleanBay Sussex I LLC, CleanBay Somerset I LLC, CleanBay Westover LLC, AgLand Renewables LLC, and Darwin DevCo LLC (CBR, and the subsidiaries, individually and collectively, the “Debtors”) will be sold to the highest bidder.

The Debtors are engaged in the development and operation of sustainable infrastructure facilities that process poultry litter through Anaerobic Digestion and Nutrient Recovery to produce Renewable Natural Gas (RNG), Carbon Credits (for voluntary and regulated markets), and organic Slow Controller Release and Stabilized Fertilizer (SCRSF), removing the potential for those waste streams to harm the environment through the abatement of unwanted greenhouse gases (GHG) and other pollutants. The Debtors’ assets include engineering and designs for a bio-refinery processing 45,000 tons of poultry litter annually into 250,000 MMBtu of RNG and 27,000 tons of SCRSF fertilizer at FEL-3 stage, in addition to a 134 acre site in Maryland which is shovel-ready and fully permitted for the construction of four of these bio-refineries; followed by site control, design and permitting for two further bio-refineries at a Delaware location; a $22 million award from the USDA under the Fertilizer Production Expansion Program (FPEP) toward the construction of the first bio-refinery in Maryland; over $400 million of Section 48 Bio-gas Investment Tax Credits (ITC); and a suite of IP covering methods of production of products from the anerobic digestion processing of poultry litter.

Commencing in April 2021 and through late 2024, SGM as the Secured Purchaser made first priority secured loans to the Debtors pursuant to those certain Convertible Note Purchase Agreements, Senior Secured Promissory Notes, Guaranty, Security and Pledge Agreements, Intellectual Property Security Agreement, and Investor Rights Agreement (each such document, and related documents, as they were amended, modified, supplemented or restated from time to time, the “Loan Documents”). As of May 9, 2025, the principal amount, together with all accrued and unpaid interest, fees and other expenses incurred by Secured Purchaser in connection with the Loan Documents is €24,374,925.04, and continues to accrue interest, fees and expenses after that date (the “Secured Obligations”). Pursuant to the Security Agreement, each of the Debtors secured the performance and payment of the Note Purchase Agreements, and all of the Secured Obligations by granting to Seller a continuing security interest in and to all of their respective assets and properties (subject to certain exceptions set forth in the Security Agreement. Capitalized terms used but not defined herein are used as defined in the Loan Documents, as applicable.

Events of Default under the Loan Documents exist and are continuing due to, inter alia, (i) the Debtors’ failure to pay principal and accruing interest, fees and expenses provided for under the Loan Documents evidencing indebtedness since April 26, 2021, and (ii) Grantors’ failure to (a) provide written notice to Secured Purchaser of the formation of Darwin and to provide certified copies of the Operating Documents for Darwin within thirty (30) days of the formation of Darwin, in violation of Section 4.10(a) of the Security Agreement, (b) provide to Secured Purchaser a joinder to the Security Agreement or a guarantee of the Secured Obligations in respect of Darwin within thirty (30) days of the formation of Darwin, in violation of Sections 4.10(b)(i)(A) and 4.10(b)(i)(B) of the Security Agreement, and (c) provide to Secured Purchaser appropriate certificates, powers and financing statements, pledging all of the direct or beneficial equity interests in Darwin to Secured Purchaser within thirty (30) days of the formation of Darwin, in violation of Section 4.10(b)(ii) of the Security Agreement

THE COLLATERAL BEING OFFERED FOR SALE AT AUCTION:
Due to the Debtors’ past and continuing defaults under the Loan Documents, Seller will hold a public auction to offer for sale substantially all of the Debtors’ presently owned and hereafter acquired rights, titles and interests in and to all of the following items, identified as follows: The Collateral consists of all of each Debtor’s right, title and interest in and to the following personal property wherever located, whether now owned or existing or hereafter acquired, created or arising: All goods, accounts (including health-care receivables), equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and each Debtor’s Grantor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds (both cash and non-cash) and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, in no event shall any Excluded Collateral be included in the Collateral. The definition of “Excluded Collateral” can be obtained from SGM’s legal counsel, Fred Neufeld, at [email protected].

TERMS AND CONDITIONS OF SALE:
1.The Collateral will be sold, as determined in the sole discretion of Seller, at public auction (the “Auction”) to the bidder with the highest or otherwise best bid, for cash, and on other such commercially reasonable terms as Seller may determine in Seller’s sole discretion, on an “AS IS, WHERE IS BASIS, AND WITH ALL FAULTS” and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Collateral. Seller does not claim title to the Collateral being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like in any sale. The Collateral will be transferred to the winning bidder via a Secured Party Bill of Sale that reflects the foregoing. At Seller’s sole discretion, some and/or all of the Collateral may be sold collectively, individually and/or in various lots.
2. Any party interested in bidding at the Auction must register for the same by no later than 5:00 P.M. Pacific time, on August 18, 2025, by contacting counsel for Seller, Fred Neufeld. For additional information regarding the sale terms, Auction, Collateral, due diligence or other inquiries, please contact counsel for the Seller as noted above. Anyone requesting confidential information relating to the Collateral may be required to sign a non-disclosure agreement.
3. The minimum bid amount at the Auction has been tentatively set at €24,374,925.04. Authorized Bidders will be required to provide the Seller deposits of $50,000.00 two days before the Auction in order to be allowed to
bid, which deposits shall be returned to the bidders three business days after the Auction concludes.
4. Unless the outstanding balance due to the Seller from the Debtors under the Loan Documents is paid in full on or before August 18th, 2025 at 12:00 P.M. Pacific time, the Auction will take place on the Date of Sale at the offices of Stradling Yocca Carlson & Rauth LLP identified above and/or virtually via Zoom or similar software (a link to the Auction via Zoom or similar software will be made available to all parties that have properly and timely registered for the Auction). The Debtors are entitled to an accounting of the unpaid indebtedness. The sale could include a lease or license.
5. Any winning bid(s) for any Collateral shall be made payable to Seller in U.S. dollars within two (2) business days after the Date of Sale. Seller reserves the right to bid at the Auction and to credit bid all or any part of the total amount of owed to Seller under the Loan Documents, in satisfaction of the purchase price.
6. Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the Auction and any sale or impose any other terms or conditions on the Auction and any sale and, if Seller deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice. Notwithstanding anything to the contrary herein, all terms of the sale and Auction are at the Seller’s discretion.