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CALGARY, Alberta, July 17, 2025 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV: CMC; OTC PINK: CWSFF) (“Cielo” or the “Company”) is pleased to announce that it has executed an amended and restated settlement agreement (the “Amended Settlement Agreement”) with Expander Energy Inc. (“Expander”) and certain directors, shareholders and related parties of Expander (collectively and together with Expander, the “Settlement Parties”), and closed the Unwinding (as defined below). The Amended Settlement Agreement replaces a settlement agreement that was executed among Cielo and the Settlement Parties on April 29, 2025, as previously announced, which was initially expected to close on June 13, 2025.
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The Amended Settlement Agreement provides for the effective unwinding (the “Unwinding”), to the extent possible, of certain previously disclosed transactions (the “Transactions”) completed between Cielo and the applicable Settlement Parties, including Expander, pursuant to and in connection with an amended and restated asset purchase agreement dated November 8, 2023, as amended on September 16, 2024 (the “APA”). The Unwinding has closed with an effective date of July 16, 2025, subject to the approval of the TSX Venture Exchange (the “Exchange”) with respect to the Note (as defined below).
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As part of the Amended Settlement Agreement:
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- Approximately 40 million shares of Cielo (“Common Shares” and such shares, the “Settlement Shares”) have been surrendered by the Settlement Parties to the Company for cancellation. The Settlement Parties may, but will not be obligated to, surrender an additional approximately 20 million Settlement Shares on or before December 31, 2025 for cancellation.
- All agreements between Cielo and the applicable Settlement Parties, including Expander, including a license agreement (the “License Agreement”) dated November 9, 2023, between the Company and Expander and several service agreements (“Service Agreements”) between the Company and the applicable Settlement Parties, including Expander, have been terminated and the Company has relinquished its interest in those assets it had initially acquired under the APA.
- Cielo has issued a promissory note and general security agreement in favour of certain of the Settlement Parties, including Expander, in an aggregate amount of C$748,208.79 (the “Payment”), in full and final satisfaction of all and any outstanding fees owing by the Company, the issuance and terms of which are subject to the approval of the Exchange.
- The Settlement Parties, including Expander, will continue to be bound by a customary 18-month standstill related to, among other things, soliciting proxies and voting of securities of Cielo.
- The applicable Settlement Parties, including Expander, have agreed to dismiss and/or discontinue all legal proceedings against Cielo.
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The foregoing description of the Amended Settlement Agreement does not purport to be complete and is qualified in its entirely by reference to the Amended Settlement Agreement, a copy of which will be available under Cielo’s profile on the SEDAR+ website at www.sedarplus.ca.
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ABOUT CIELO
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Cielo Waste Solutions Corp. is a publicly traded company focused on transforming waste materials into high-value renewable fuels. Cielo seeks to address global waste challenges while contributing to the circular economy and reducing carbon emissions. Cielo is fueling renewable change with a mission to be a leader in the wood by-product-to-fuels industry by using environmentally friendly, economically sustainable and market-ready technologies. Cielo is committed to helping society ‘change the fuel, not the vehicle’, which the Company believes will contribute to generating positive returns for shareholders. Cielo shares are listed on the TSX Venture Exchange under the symbol “CMC,” as well as on the OTC Pink Market under the symbol “CWSFF.”
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