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EXPANDER REQUISITIONS CIELO SHAREHOLDERS' MEETING
EXPANDER REQUISITIONS CIELO SHAREHOLDERS' MEETING
Canada NewsWire
CALGARY, AB, April 1, 2025
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, AB, April 1, 2025 /CNW/ - Expander Energy Inc. ("Expander"), the largest shareholder of Cielo Waste Solutions Corp. (TSXV: CMC) ("Cielo") today requisitioned the board of directors of Cielo to call an annual general and special meeting of shareholders (the "Meeting") for the principal purpose of removing each of the four incumbent directors, namely Ryan Jackson, Sheila Leggett, Peter MacKay, and Larry Schafran (collectively, the "Incumbents"), and electing five new directors, namely Larry B. Haggar, Nick Lenstra, P.Eng., John G. F. McLeod, P.Eng., James H. Ross, and G. Steven Price, P.Eng. (collectively, the "Nominees").
Expander wants to replace the Incumbents with the Nominees as quickly as possible to ensure that the business and affairs of Cielo are managed in the best interests of all stakeholders, including the shareholders of Cielo, which have suffered an 88% decline in the market price of their common shares during the past 18 months. Expander has, therefore, demanded that the Meeting be held on or before June 2, 2025. Cielo has publicly disclosed that it intends to hold its next shareholders' meeting sometime in June 2025. However, Cielo cancelled the shareholders' meeting scheduled for October 29, 2024, and the shareholders' meeting scheduled for December 19, 2024. The requisition eliminates the risk that Cielo will cancel its next shareholders' meeting.
Information Concerning the Nominees
As set out above, the Nominees are Larry B. Haggar, Nick Lenstra, P.Eng., John G. F. McLeod, P.Eng., James H. Ross; and G. Steven Price, P.Eng., representing almost 250 years of combined engineering and management experience in the conventional and alternative energy sectors and the Canadian capital markets. They include the former Chair of the Audit Committee of Cielo; the President and Chief Executive Officer of Rocky Mountain Clean Fuels Inc. ("Rocky Mountain"), the counterparty to the proposed transaction announced by Cielo on June 12, 2024; and three Directors of Expander, the counterparty to the transaction announced by Cielo on November 10, 2023.
The following table discloses for each Nominee, (a) his name, province or state, and country of residence; (b) his present principal occupation, business, or employment, and all his principal occupations, businesses, or employments within the five preceding years; and (c) the number of common shares of Cielo he beneficially owns, or controls or directs, directly or indirectly.
Name, Province, or State, | Present Principal Occupation, Business or | Shares |
Larry B. Haggar | Mr. Haggar is an independent businessman with over 50 years of experience in engineering design, supervision, and project management and natural gas processing in the petrochemical industry. He has been a Director of and Advisor to Expander, which licences the EBTLTM and BGTLTM technologies to Cielo, since 2012. Previously, Mr. Haggar was a partner at COLT Engineering (now Worley Canada), an engineering firm that focuses on significant oil and natural gas and power projects. He holds a B.A.Sc. in Chemical Engineering from the University of Waterloo. | 4,005,023 |
Nick Lenstra, P.Eng. | Mr. Lenstra has been a Director and the President and Chief Executive Officer of Midwest Construction Group, a construction company that focuses on energy and pipeline infrastructure, since 2012. Prior thereto, he was a partner at COLT Engineering (now Worley Canada), an engineering firm that focuses on significant oil and natural gas and power projects. Mr. Lenstra is also a director of Rocky Mountain, a gas-to-liquids producer. He holds a B.Sc. in Civil and Mechanical Engineering from the University of Alberta and is a Professional Engineer. | 4,607,169(1) |
John G. F. McLeod, P.Eng. | Mr. McLeod is an independent businessman currently acting as Chief Operating Officer of Blacksteel Energy Inc., an oil and gas company, with over 50 years of experience in technical, operational, and management experience in the upstream oil and gas industry, both domestic and international. He has been a Director of Expander, which licences the EBTLTM and BGTLTM technologies to Cielo, since 2002. Previously, Mr. McLeod was Chief Engineer of Amoco Canada Petroleum Corporation, an integrated oil and gas company, as well as a director and/or officer of numerous several domestic and international oil and gas companies. He holds a B.Sc. in Mechanical Engineering from the University of New Brunswick and is a Professional Engineer and the past President of the Association of Professional Engineers and Geoscientists of Alberta. | 126,067 |
James H. Ross Alberta, Canada | Mr. Ross is an independent businessman with over 45 years of combined experience in the alternative energy sector and the Canadian capital markets. Mr. Ross is the Co-Founder, Director, and Chief Executive Officer of Alberta Clean Technologies (VCC) Ltd., a venture capital corporation formed under the Investing in a Diversified Alberta Act. Most recently, he was a Director of Cielo and the Chair of its Audit Committee. Prior thereto, he was the Executive Chairman of Expander, which licences the EBTLTM and BGTLTM technologies to Cielo, and a Director and the President and Chief Executive Officer of Rocky Mountain, a gas-to-liquids producer. Previously, Mr. Ross was an executive in the financial services industry. He holds a B.Sc. in Geography and Geology from McMaster University and a Diploma in Business Administration from Wilfred Laurier University. | 4,064,786 |
G. Steven Price, P.Eng. Alberta, Canada | Mr. Price is an independent businessman with over 45 years of experience in engineering, operations, and management. Most recently, he was the President and Chief Executive Officer of Expander, which licences the EBTLTM and BGTLTM technologies to Cielo. He has been a Director of Expander since 2006. Previously, Mr. Price was an executive in the upstream oil and gas industry. He holds a B.Sc. in Electrical Engineering from the University of Manitoba and is a Professional Engineer. | 3,076,966(3) |
Notes:
(1) | Includes 1,317,294 common shares of Cielo that are held by Nikann Enterprises Ltd., the holding company of Mr. Lenstra. |
(2) | Includes 1,045,290 common shares of Cielo that are held by Price Engineering Ltd., the holding company of Mr. Price. |
Messrs. Lenstra and Ross would be considered "independent" directors of Cielo within the meaning of securities legislation.
To the knowledge of Expander, no Nominee is, as at the date of this news release, or has been, within ten years before the date of this news release, a director, chief executive officer, or chief financial officer of any company (including Cielo) that, (a) was subject to (i) a cease trade order, (ii) an order similar to a cease trade order, or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (each, an "Order") that was issued while the Nominee was acting in the capacity as director, chief executive officer, or chief financial officer; or (b) was subject to an Order that was issued after the Nominee ceased to be a director, chief executive officer, or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer.
To the knowledge of Expander, (a) no Nominee is, as at the date of this news release, or has been within ten years before the date of this news release, a director or executive officer of any company (including Cielo) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets; or (b) has, within the ten years before the date of this news release, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold the assets of the Nominee.
To the knowledge of Expander, no Nominee has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a Nominee.
Additional Information
The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of corporate law or securities legislation. Although Expander has requisitioned the Meeting, there is currently no record or meeting date set for the Meeting and the shareholders of Cielo are not being asked at this time to execute a proxy in favour of the Nominees or any other resolution set out in the requisition. In connection with the Meeting, Expander may file a dissident's information circular in compliance with corporate law and securities legislation.
Notwithstanding the foregoing, Expander is voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations. This news release and any solicitation made by Expander in advance of the Meeting is, or will be, as applicable, made by Expander, and not by or on behalf of the management of Cielo. All costs incurred for any solicitation will be borne by Expander, except that, subject to corporate law and securities legislation, Expander may seek reimbursement from Cielo for the out-of-pocket expenses that Expander incurred in connection with a successful reconstitution of the Board.
At this time, Expander is not soliciting proxies in connection with the Meeting or asking the shareholders of Cielo to execute proxies in favour of the Nominees or any other resolution set out in the requisition. Expander may solicit proxies pursuant to a dissident's information circular sent to the shareholders of Cielo after which solicitations may be made by or on behalf of Expander by mail, telephone, fax, email, as well as by newspaper or other media advertising, and in person by certain directors, officers, and employees of Expander, who will not be specifically remunerated for those activities. Expander may also solicit proxies in reliance upon the public broadcast exemption from the solicitation requirements under corporate law and securities legislation, conveyed by way of public broadcast, including through news releases, speeches, or publications, and by any other manner permitted under corporate law and securities legislation. Expander may also engage the services of one or more agents and authorize other persons to assist in soliciting proxies on its behalf.
Expander is not asking the shareholders of Cielo to submit a proxy at this time. Once Expander has commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by the law and the articles of Cielo.
Expander has retained MLT Aikins LLP as legal counsel.
A copy of this news release is available on the SEDAR+ profile of Cielo at www.sedarplus.ca.
SOURCE Expander Energy Inc.
View original content: http://www.newswire.ca/en/releases/archive/April2025/01/c7022.html
COMTEX_464139636/2669/2025-04-01T15:33:17