Cielo closes on asset purchase transaction with Expander Energy Inc.

Cielo Waste Solutions Corp., a waste-to-fuel environmental technology company, is pleased to announce that it has closed the asset purchase transaction with Expander Energy Inc. announced on Sept. 20, 2023.

Pursuant to an asset purchase agreement dated Sept. 15, 2023, as amended and restated on Nov. 8, 2023 between Cielo and Expander, Cielo has acquired assets and liabilities of Expander to operate the EBTL and BGTL technologies business being acquired from Expander. 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, 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, which will be used in facilities that will process biomass to fuels (bio-syndiesel).

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.

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.”

James Ross, executive chairman of Expander, commented, “This exceptional partnership between Cielo and Expander will advance the production of advanced biofuels such as Bio-Syndiesel within Canada and the United States, bringing additional supply to the growing demand for sustainable renewable transportation fuels.”

Project and technological development

As previously disclosed, Cielo intends to undertake the three acquired projects in Alberta, the first located in Carseland, as well as, initially, three projects proposed by Cielo, including the previously disclosed facility in Dunmore, and two in the United States, all using the licensed technologies.

In addition, management believes that an anticipated result of the relationship between Expander and Cielo, leveraging Expander’s expertise and culture of innovation, will be an improvement to Cielo’s proprietary technology, which is currently implemented at Cielo’s research and development facility and for which the company is currently awaiting approval by Alberta Environment and Protected Areas. The company has been advised by the EPA that the application is currently under review. In the meantime, Cielo’s access to the licensed technologies and ability to commence the projects is anticipated to accelerate the timeline to commercialization and therefore shorten the path to revenue.

Guided tours of the Carsland Facility

Cielo’s first proposed Project is a biomass to liquids facility that will incorporate an existing gas to liquids facility using technology also invented by Expander, located in Carseland. One of the assets the company has acquired from Expander is an agreement with the owner/operator of this gas to liquids facility. In co-operation and co-ordination with both parties, Cielo is pleased to provide access to guided tours of the operating gas to liquids facility on an advance registration basis.

Board and management

As agreed in the asset purchase agreement, the board has appointed James H. Ross, CFO and chair of Expander, to its board of directors and has agreed to nominate G. Steven Price and Larry Haggar, directors of Expander, for election at the company’s next meeting of shareholders.