BioAmber Inc fka BIOAQ

[Koan]

BioAmber's "Ensuing Aspect" and Watershed Statements

To date there has been no public statements made by PwC, any judge, attorney, executive, or creditor that can be cited which speaks to the precise outcome for BioAmber Inc.'s shareholders.

All public statements made to date requires deductive reasoning to draw some conclusion.

Contrast this with a watershed statement citing the outcome of BioAmber Inc. (none currently exist) which would require no deductive reasoning as all necessary information in the statement would be inherent and contained therein. Such statements would contain conclusive information specifically relevant to BioAmber Inc. shareholders.

The reason PwC and others have purposely avoided making any watershed statements is one or more of the following:

1. It would have drastic effects on Bioamber Inc.'s share price during legal proceedings.
2. PwC must honor Non-Disclosure and Confidentiality Agreements.
3. It is outside their purview in the context of the CCAA.
4. They do not know.

In the Canadian Superior Court's most recent judgement dated July 2nd, 2019, Judge Pinsonnault stated the following:

[29]...It is not necessary for the purposes hereof to discuss further this ensuing aspect of the Visolis Transaction which resulted in agreements having been reached between the secured creditors with approval of the Monitor.

So here, the phrase "for the purposes hereof", means for the purposes of this judgement. "Ensuing" means to follow, to come afterward. Therefore, Pinsonnault is saying it is not necessary in this judgement to discuss what comes afterward.

Later in the same judgement Pinsonnault makes the following statement:

[71] With respect to maintaining the CCAA proceedings, the Court cannot ignore that there is no longer any need or chance of restructuring BioAmber as the three corporations no longer have any tangible assets left nor any funds available to resume their operations and production of the products needed by Vinmar, without forgetting that all of their officers and directors have resigned since August 31st, 2018 and that none of the secured and unsecured creditors have shown any interest in pursuing the proposed uncertain and risky litigious venture.

It is vital to understand that Pinsonnault is making this statement specifically to Crane LLP and his proposal to continue the CCAA proceedings, replace the monitor, and Crane's office themselves to restructure BioAmber along with certain shareholders via enforcing the Vinmar contract.

Again, one must use deductive reasoning to fully understand that the judge is saying, "No, there is no chance for you to restructure BioAmber and enforce the Vinmar contracts, as you no longer have the assets to execute on that contract."

These statements are directed at Crane as Pinsonnault's very next statements supports those found in [71]:

[72] At this juncture, it appears that the Vinmar contracts are "of great or substantial value" for certain stakeholders or shareholders of BioAmber Inc.

Pinsonnault acknowledges and agrees the Vinmar contracts have great and substantial value.

[73] Be that as it may, the court has not been convinced that it would be warranted to maintain "alive" the present CCAA proceedings with the hope that certain shareholders will find the necessary financing to satisfy a prospective court appointed new monitor to accept the mandate to verify independently the Crane Opinion and if conclusive, to initiate an arbitration process in New York against Vinmar to be determined pursuant to the laws of New York, the whole in a context where none of the secured and unsecured creditors have shown any interest in that regard.

This provides additional context and connects the fact that in line item [71] Pinsonnault is speaking to Crane's efforts to keep alive the CCAA in order to restructure by attempting to:

1. Find financing
2. Install a new monitor and verify the Crane Opinion
3. Initiate arbitration in New York to execute on the Vinmar Contract

The judgement continues it's position which ultimately culminates in a rejection of Crane's proposal to restructure BioAmber as a going concern by keeping the CCAA alive, all this without the interest of creditors and which would effectively usurp and set aside any other transactions.

Again, one must deduce that; Crane's proposal attempts to usurp and set aside the Visolis Transaction and investment in BioAmber Inc., which is counter to the interests of creditors and other stakeholders, including a separate subset of BioAmber shareholders which were not part of Crane's proposal.

Pinsonnault's statements seek to make zero conclusions in regards to the outcome of BioAmber Inc.; it is in respect only to further distributions and the termination of the CCAA proceedings. Again, it speaks to specifically avoid any "ensuing aspects".

As such, the Canadian Superior court's judgement of July 2nd within the context of the CCAA can only be cited with respect to those reasons.

BioAmber Inc. is the US Parent company (where the shares are) and which holds the Vinmar contract; Vinmar themselves have agreed to postpone until December 31, 2019 any right to terminate the offtake agreement for 1,4 BDO.

Note well the following:

[78] Crane's clients must be conscious that upon the termination of the CCAA proceedings, the Petitioners will not yet have the status of bankrupt under the BIA until they either file for bankruptcy or that a court of law declares them bankrupt. In the absence of directors and officers, it will be up to the shareholders to decide what will be the next appropriate course of action to adopt, if warranted.

Do Govern Yourselves Accordingly

- Koan