/ NOT FOR CIRCULATION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, AB, April 6, 2025/ CNW/ – Expander Energy Inc. (“ Expander“), the biggest investor of Cielo Waste Solutions Corp. CMC (“ Cielo“), wants to fix deceptive disclosure made by or on behalf of the Cielo board about Expander and its choice to appropriation an investors’ conference.
Press Release of Cielo dated April 1, 2025
- FICTION: Cielo has actually alerted Expander of its objective to start the conflict resolution treatments under the Technologies Licence Contract dated November 9, 2023 (the “ Licence Contract“).
- TRUTH: On March 31, 2025, Cielo sent out a notification to Expander claiming to start mediation under the Licence Contract. Nevertheless, the notification stops working to abide by both the conflict resolution treatments set out in the Licence Contract and the National Arbitration Rules of the ADR Institute of Canada, which govern those conflict resolution treatments.
Condensed Interim Consolidated Financial Statements of Cielo for the 3 and 9 months ended January 31, 2025, and 2024 (the “Interim Financial Statements”), Amended Management’s Conversation and Analysis of Cielo for the 3 months ended January 31, 2025, and 2024 (the “Interim MD&A”), and Accreditations of Interim Filings
- FICTION: Neither the Interim Financial Statements nor the Interim MD&A leave out to state product realities needed to be mentioned or that are required to make disclosure not deceiving due to the scenarios under which the disclosure was made.
- TRUTH:
- The Interim Financial Statements do not include disclosure worrying particular considerable occasions (more especially explained listed below) that happened after January 31, 2025 Although the condensed interim combined declarations of monetary position in the Interim Financial Statements describe a Subsequent Occasion note, there is no Subsequent Occasions keep in mind to, or info about subsequent occasions consisted of in, the Interim Financial Statements.
- In numerous cases, the Interim MD&A stops working to determine, or compare, considerable occasions including Expander that happened on or before January 31, 2025, and considerable occasions including Expander that happened after that date.
- FICTION: Cielo has actually started the conflict resolution procedure under the Changed and Reiterated Possession Purchase Contract dated November 9, 2023 (the “ Possession Purchase Contract“).
- TRUTH: On March 31, 2025, Cielo sent out a notification to Expander claiming to start mediation under the Licence Contract, not the Possession Purchase Contract. The Possession Purchase Contract does not include conflict resolution treatments, aside from those considered in an indemnification stipulation.
- FICTION: Cielo started the conflict resolution procedure due to distinctions in between Cielo and Expander in their tactical visions.
- TRUTH: In its notification dated March 31, 2025, Cielo stopped working to determine any matters in conflict. Nevertheless, it would plainly be improper of Cielo to utilize the conflict resolution treatments in the License Contract to adjudicate distinctions in tactical vision.
Press Release of Cielo dated April 2, 2025
- FICTION: Expander selected to appropriation an investors’ conference, instead of participate in useful discussion with Cielo.
- TRUTH: Expander or its legal counsel has actually composed to Cielo or its counsel 9 times given that August 14, 2024, looking for a resolution of conflicts in between Expander and Cielo.
- FICTION: Expander selected to appropriation an investors’ conference, instead of participate in useful discussion with Cielo.
- TRUTH: Expander selected to appropriation an investors’ conference since the Cielo board has a current performance history of disenfranchising investors:
- On August 23, 2024, the Cielo board set up a virtual-only investors’ conference to be hung on October 29, 2024 (the “ October Investors’ Satisfying“).
- In Between October 21, 2024, and October 29, 2024, Expander looked for from Cielo guarantees that the capability of investors to take part in the October Investors’ Satisfying would be equivalent to that which investors might fairly anticipate if they were going to an in-person investors’ conference. Cielo was not able to supply any such guarantees.
- On October 29, 2024, the Cielo board cancelled the October Satisfying, around 10 minutes after it was set up to start, mentioning undefined “technical problems”.
- On November 1, 2024, the Cielo board called an investors’ conference to be hung on December 19, 2024 (the “ December Investors’ Satisfying“).
- On November 22, 2024, the Cielo board cancelled the December Investors’ Satisfying, mentioning the strike action versus Canada Post and its failure to mail conference products to investors. Cielo has actually stopped working to reschedule the December Investors’ Satisfying, in spite of the reality that Canadian Securities Administrators approved remedy for the requirements to mail conference products on November 28, 2024, and the strike action was suspended on December 17, 2024
- FICTION: Expander associated the decrease in the market rate of the Cielo shares entirely to the Cielo board.
- TRUTH: Expander kept in mind that the marketplace rate of the Cielo shares has actually decreased around 88% throughout the previous 18 months; it did not associate the decrease to any bachelor or group of individuals or to any specific situation or occasion. Nevertheless, the Cielo board is accountable for monitoring the management of business and affairs of Cielo and, for that reason, bears a minimum of partial obligation for its abysmal functional and monetary efficiency.
allAlberta Articles dated April 2, 2025, and April 3, 2025
- FICTION: The standoff in between Expander and Cielo was fired up by the statement that Cielo ended its suggested acquisition of the Carseland Center.
- TRUTH: The existing standoff in between Expander and Cielo was fired up by the list below aspects, to name a few:
- The product misstatements made by Cielo in its Unaudited Condensed Consolidated Financial Statements for the 3 and 6 months ended October 31 2023, and 2022, and the year ended April 30, 2023;
- The failure of Cielo to raise capital to fund the advancement of the tasks considered by the Possession Purchase Contract and the Licence Contract;
- The rejection of the Cielo board and senior management to constructively engage with Expander and other investors;
- The choice by the Cielo board to call a virtual-only investors’ conference that stopped working to abide by the standards released by Canadian Securities Administrators;
- The cancellation of the October Investors’ Satisfying;
- The cancellation of the December Investors’ Satisfying;
- The abysmal functional and monetary efficiency of Cielo and the propensity of the Cielo board to blame that functional and monetary efficiency entirely on market conditions;
- Product breaches by Cielo of the Possession Purchase Contract, the Licence Contract, and the Management Provider Contract dated November 9, 2024;
- Spurious claims by Cielo, which were later on pulled back, that Cielo has ownership rights in Expander innovations that are unassociated to the Possession Purchase Contract and the Licence Contract; and
- Poor public disclosure, consisting of an absence of publicly-disclosed info about the status of the proposed deal in between Cielo and Rocky Mountain Clean Fuels Inc.
- FICTION: James H. Ross is the Executive Chairman of Expander.
- TRUTH: James H. Ross is neither a director nor an officer of Expander.
- FICTION: John G. F. McLeod is the Ceo of Blacksteel Energy Inc. and is a previous director of Expander.
- TRUTH: James G. F. McLeod is the Chief Operating Officer of Blacksteel Energy Inc., which he participated 2024 for the sole function of performing a business turn-around, and a present director of Expander.
- FICTION: The Possession Purchase Contract entitled Expander to choose Nick Lenstra, G. Steven Rate, and James H. Ross to the Cielo board.
- TRUTH: The Possession Purchase Contract entitles Expander to choose John G. F. McLeod, G. Steven Rate, and James H. Ross to the Cielo board.
Lastly, if Ryan Jackson, the President and Ceo of Cielo, wants to make declarations about Expander and its appropriation, then Expander motivates him to do so in accordance with the disclosure requirements developed by Canadian Securities Administrators and the TSX Endeavor Exchange, instead of selectively making declarations to “pay-to-play” or subscription-based news services, such as allAlberta.
About Expander
Expander Energy Inc. is a Calgary, Alberta– based energy innovation business that has actually established a trademarked suite of transport fuel production innovations to transform biomass, recorded carbon and low Carbon Strength electrical power into “fossil totally free” low life process carbon strength artificial diesel fuel (Bio-SynDiesel ® )and artificial kerosene jet fuel (Bio-SynJet ®). Expander’s Bio-Energy Carbon Capture and Sequestration (BECCS) service makes use of cellulosic biomass to produce next generation low CI artificial fuels while effectively recording bio-carbon for geologic sequestration. Bio-SynDiesel ®, Bio-SynJet ®, BGTL ™, EBTL ™, BETL ™, and CETL ™ are hallmarks of Expander Energy Inc.
Extra Details
The info consisted of in this press release does not and is not suggested to make up the solicitation of proxies within the significance of business law or securities legislation. Although Expander has actually requisitioned an investors’ conference, there is presently no record or conference date set for the investors’ conference and investors are not being asked at this time to perform a proxy in favour of any resolution set out in the appropriation. For extra info, see the press release of Expander dated April 1, 2025.
A copy of this press release is offered on the SEDAR+ profile of Cielo at www.sedarplus.ca.
Contact Details
Gord N. Crawford, P.Eng.
President and CEO
Expander Energy Inc.
( 780) 966-4673
g.crawford@expanderenergy.com
www.expanderenergy.com
SOURCE Expander Energy Inc.
View initial material: http://www.newswire.ca/en/releases/archive/April2025/06/c4197.html
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