Cielo Waste Solutions Corp. announced it had signed an asset purchase agreement on September 15, 2023, with Expander Energy Inc. to acquire certain assets and liabilities for advancing waste-to-fuel technologies. The acquisition aims to accelerate Cielo's commercialization efforts and enhance its Thermal Catalytic Depolymerization technology by integrating Expander's EBTL™ and BGTL™ technologies. This move will enable Cielo to construct facilities in Canada and the U.S. for converting biomass to bio-syndiesel. Cielo will pay C$45,323,785.30, issuing 906,475,706 shares to Expander, making Expander own 49.9% of Cielo post-transaction.

The agreement involves exclusive licenses for the technologies in Canada and for creosote and treated wood waste in the U.S., with detailed terms to be outlined in a license agreement upon closing. The deal envisions Cielo undertaking six projects in Alberta and the U.S., leveraging the licensed technologies. The transaction also proposes board composition changes, adding three Expander nominees to Cielo's Board of Directors.

Cielo agreed to a pre-closing advance of up to C$1,500,000 for ongoing project work, with a financing condition of having C$45,000,000 available at closing. The acquisition, anticipated to close in October 2023, is subject to conditions including financing and TSX Venture Exchange approval but does not require Cielo shareholder approval. A share consolidation proposal on a 15:1 basis will be presented to Cielo’s shareholders for approval.