Cielo investor requests annual meeting

Calgary, Alberta, Canada-based Cielo Waste Solutions says it has received a shareholder meeting requisition (or demand) for an annual meeting to be held this month. The company offers technology to convert scrap wood and byproducts into diesel, kerosene and naphtha fuels.

According to an essay by attorney Jeremy Fraiberg posted to the websiteof Toronto-based Osler, Hoskin & Harcourt LLP, publicly traded company boards of directors “must ‘call’ a requisitioned meeting within 21 days of the date of the requisition.”

Such requests can come from people or firms who own 5 percent or more of the shares of a publicly traded company in Canada. Cielo says Calgary-based Expander Energy Inc., the entity making the requisition request, fits that description.

The requisition notice was received by Cielo early this month, shortly after the company provided an update pertaining to its delayed annual meeting, an attempted acquisition and a dispute resolution process with Expander Energy.

In that April announcement, Cielo stated it would no longer pursue the acquisition of the Enhanced Gas to Liquids (EGTLTM) facility located in Carseland, Alberta, Canada, from Rocky Mountain Clean Fuels Inc.

Cielo also announced it had notified Expander of its intention to initiate a dispute resolution process tied to a license agreement between the two companies entered into in 2023.

Finally, Cielo said it intended to hold its delayed annual general meeting (AGM) of shareholders this June. The company had cancelled its already delayed Dec. 19, 2024, citing a strike by Canada Post workers.

“It was determined that rescheduling the AGM for a date on or before the original AGM deadline was not feasible given the continuing postal strike and mailing requirements,” writes Cielo in its April 1 news release. “As a result, the company had made application to request an extension, which was granted until June 30, 2025. Cielo intends to hold the AGM in June 2025 and will provide additional details as they become available.”

That timing seems not to have satisfied Expander, which filed the requisition shortly thereafter. 

Cielo indicates in an April 3 press release, “The annual general and special shareholder meeting is being requisitioned by Expander to consider” six matters to be put to a vote.

Those include “the removal of all of the [current] directors of the company” and the nomination of a slate of five replacement directors. One of those five is James H. Ross, whose resignation from the board was just announced April 1.

In its April 3 news release, Cielo adds, “To the company’s knowledge, the nominees are all current or former directors, officers and/or significant shareholders of Expander.”

Expander also is asking for “the re-appointment of [Calgary-based] MNP LLP as the auditor of Cielo” and for voters “to authorize Expander to become a ‘control person’ of Cielo within the meaning of the policies of the TSX Venture Exchange,” referring to a business unit of the Toronto Stock Exchange.

Cielo says it is “reviewing the requisition, with the assistance of its professional advisors, and will respond appropriately in due course.”

Comments Cielo CEO Ryan C. Jackson, “The company appreciates the ongoing support from our shareholders. It is unfortunate that Expander has chosen to escalate its demands in this manner rather than engage in constructive dialogue with the company, despite our attempts to do so. As we’d disclosed, we have taken steps to initiate the dispute resolution process with Expander and believe that that is the appropriate forum to address the concerns of both Cielo and Expander.”

Cielo adds that in its view, “Expander mistakenly attributes the decline in Cielo’s share price is due solely to the current board, while ignoring broader market conditions, industry challenges and the deliberate transformation efforts underway to reposition the company for sustainable growth.”