Cielo Provides Update on Settlement Agreement, Shareholder Meeting and Webinar, and Units for Debt Transactions

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CALGARY, Alberta, June 23, 2025 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV: CMC; OTC PINK: CWSFF) (“Cielo” or the “Company”) today provides an update on the Settlement Agreement, Securities for Debt Transactions, and Shareholder Meeting (each as defined below).

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Settlement Agreement

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Cielo had previously announced the execution of a settlement 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”). 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 was expected to take effect on June 13, 2025 (the “Closing Date”), subject to completion of certain closing conditions, including the payment of 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. Cielo was unable to make the Payment in accordance with the Settlement Agreement. Cielo has received a notice of breach of the Settlement Agreement from Expander as a result however Cielo continues to make efforts to make the Payment and is in discussions with Expander and the Settlement Parties with respect to the extension of the Closing Date on mutually agreeable terms.

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Shareholder Meeting and Webinar

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As previously disclosed, Cielo’s shareholder meeting (the “Shareholder Meeting”) will be held on Tuesday, June 24, 2025. As the Company has received no advance notice of any other nominations in accordance with Cielo’s Advance Notice Policy, only the incumbent directors of the Company, being Mr. Ryan Jackson, Ms. Sheila Leggett, Mr. Peter MacKay and Mr. Larry Schafran, will be considered, and are anticipated to be elected, at the Shareholder Meeting.  

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Details on the Shareholder Meeting are contained in a Notice of Meeting and Management Information Circular (the “Meeting Materials”) that was mailed to shareholders of Cielo as of the record date filed on SEDAR+, and are also available on the Company’s profile on www.sedarplus.ca.

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The Shareholder Meeting will be held in person at 11am Mountain Time/1 pm Eastern Time. The formal portion of the Shareholder Meeting will be followed by a presentation and question answer period in person and by webcast (the “Webinar”). Shareholders who attend the Webinar will be able to hear the formal portion of the Shareholder Meeting but will not be able to vote at or otherwise participate. Once the formal portion of the Shareholder Meeting has concluded, those who attend the Webinar may view the presentation and participate in the question-and-answer period. Those who wish to attend the Webinar may register in advance of the Shareholder Meeting using the following link: Cielo AGM Webinar

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Securities for Debt Transactions

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In a news release issued on May 16, 2025 (the “May 16 PR”), Cielo announced the anticipated settlement of an aggregate $1,797,195 (the “Original Aggregate Debt Amount”) through the issuance of securities of the Company (the “Securities for Debt Transactions”), subject to the approval of the TSX Venture Exchange (the “Exchange”). The Company would like to make a correction to the May 16 PR, which stated that the Company anticipated the issuance of 35,943,847 Repayment Units (as defined below), whereas the correct number of Repayment Units anticipated to be issued at the time of the May 16 PR was 33,433,120 Repayment Units.

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The Company has also agreed to increase the Original Debt Amount to $1,967,766 (the “Aggregate Debt Amount”). As a result of the increase, the Company intends to issue:

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