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CALGARY, Alberta, April 30, 2025 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV: CMC; OTC PINK: CWSFF) (“Cielo” or the “Company”) is pleased to announce that it has reached an agreement (the “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 scheduled its annual general and special meeting of shareholders (the “Meeting”) for June 24, 2025.
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Settlement Agreement
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The Settlement Agreement provides for the effective 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 is expected to take effect on June 13, 2025, subject to completion of certain closing conditions.
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As part of the Settlement Agreement:
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- A minimum of approximately 40 million and a maximum of approximately 60 million common shares of Cielo (“Common Shares” and such shares, the “Settlement Shares”) issued in connection with the Transactions, representing a minimum of approximately 30% and a maximum of approximately 47% of the issued and outstanding Common Shares, will be surrendered by the Settlement Parties to the Company 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, will be terminated and the Company will relinquish its interest in those assets it had initially acquired under the APA.
- Expander has withdrawn its shareholder meeting requisition, as previously announced on April 2, 2025, and the Settlement Parties, including Expander, have agreed to a customary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.
- Cielo has agreed to pay an aggregate amount of C$748,208.79 (the “Payment”) to the applicable Settlement Parties, including Expander, in full and final satisfaction of all and any outstanding fees owing by the Company.
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The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirely by reference to the 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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Shareholder Meeting
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Cielo announces that the Meeting, which was previously set for June 10, 2025, will now be held on June 24, 2025, at which, among other things, incumbent directors of the Company, being Mr. Ryan Jackson, Ms. Sheila Leggett, Mr. Peter MacKay and Mr. Larry Schafran, will be nominated for re-election.
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Details on the Meeting will be contained in a Notice of Meeting and Management Information Circular which will be mailed to shareholders of Cielo as of the record date filed on SEDAR+.
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Assignment of Promissory Note
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Cielo announces that it has assigned a promissory note that it had received in connection with the sale of its property in Aldersyde, Alberta, as previously announced on November 28, 2024. The assignment has been completed at a discount.
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