Cielo Announces Closing of Asset Purchase Transaction with Expander Energy Inc. and Results of Shareholder Meeting

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.

CALGARY, Alberta, Nov. 10, 2023 (GLOBE NEWSWIRE) --  Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF) (“Cielo” or the “Company”), a waste-to-fuel environmental technology company, is pleased to announce that it has closed the asset purchase transaction (the “Transaction”) with Expander Energy Inc. (“Expander”) announced on September 20, 2023.

Pursuant to an asset purchase agreement dated September 15, 2023, as amended and restated on November 8, 2023 (the “Asset Purchase Agreement”) between Cielo and Expander, Cielo has acquired assets and liabilities of Expander to operate the EBTL and BGTL technologies business being acquired from Expander (the “Acquired Business”). Management believes that the completion of the Transaction will allow Cielo to accelerate its timeline to revenue while enhancing Cielo’s existing proprietary Thermal Catalytic Depolymerization (TCD) technology.

Concurrently with the closing of the Transaction, Cielo and Expander have executed a license agreement (the “License Agreement”), providing Cielo with an exclusive licence in Canada to use Expander’s patented EBTL and BGTL technologies and related intellectual property for all feedstocks, as well as an exclusive licence in the United States for creosote and treated wood waste (the “Licensed Technologies”), which will be used in facilities that will process biomass (waste) to fuels (bio-syndiesel) (the “Licensed Facilities”). See the Company’s news release dated September 20^th, 2023 for additional terms of the License Agreement.

In addition, Cielo and Expander have executed master service agreements under which Expander will provide services for both the engineering, procurement and construction phases, as well as the operation/project management phase, of each of the Projects (as defined below).        

Ryan Jackson, CEO of Cielo, commented, “The completion of this agreement is a significant achievement for Cielo and Expander shareholders. Not only are we able to collectively move forward with Expander’s planned project in Carseland, Cielo is also able to progress with the development of our Dunmore facility to support our railway tie supply agreement with CP Rail. Upon successful completion of these projects, we believe the anticipated accelerated time to revenue positions Cielo for sustainable profitable growth.”