Hi, everyone, and welcome to Cielo Waste Solutions' live corporate update webinar. This is Trevor Brucato with RB Milestone. Cielo Waste Solutions is a waste-to-fuel environmental technology company with the goal to transform waste materials into fuels without harmful emissions. Cielo's shares are listed in Canada on the TSX Venture under the symbol CMC, and in the U.S. on the OTCQB under the symbol CWSFF. Joining us today is Cielo's CEO, Ryan Jackson, Cielo's Executive Vice President of Operations, Ryan Carruthers, and Expander Energy's President and COO, Gord Crawford. We'll be discussing the Cielo and Expander transaction, synergies amongst the companies, and upcoming milestones. At the end of the presentation, we will open it up to questions for Cielo and Expander to address.
If you are interested in asking a question and are logged into the Zoom app or web platform, you can submit your questions to us directly in the Q&A module. If you already submitted questions to us by email or registration, no need to resubmit, as we already have those in the queue. Please note, this presentation and the recording of today's webinar on November 13th, 2023, will soon be made available on the company's website at cielows.com. Now, for a quick disclaimer, today's call may contain forward-looking statements and future-oriented financial information that are subject to risks, uncertainties, and assumptions that may cause actual results, performance, or developments to differ materially from those contained in the statements and are not guarantees of future performance of the company.
No assurance can be given that any of the events anticipated by the forward-looking statements will occur, or if they do occur, what benefits the company will obtain from them. Also, some risks and uncertainties may be out of the control of the company. Cielo's full disclaimer can be seen in this slide that you are seeing now on the presentation. Lastly, RBMG is not a registered investment advisor or a broker-dealer. For more information, please visit rbmilestone.com. And now it is my pleasure to introduce Cielo's CEO, Ryan Jackson. Ryan, the stage is yours. Ryan, you can unmute yourself.
Thanks, Trevor, and welcome, everyone. That's the standard Zoom greeting, isn't it? Everybody says, "Hey, you're muted." Welcome. Thank you, everyone, for joining us today. This is a... In certain parts of Canada, this is a bank holiday, I think in most parts, but thanks for joining nonetheless. We had a PR on Thursday, November the 10th, that announced the closing of our transaction with Expander, and that was to acquire the exclusive use of, in Canada, to use Expander's patented Enhanced Biomass to Liquids, or EBTL, and Biomass Gas to Liquids, BGTL, technologies and IP. This is also an exclusive license in the United States for creosote and treated wood waste. On this call with me is Gord Crawford, President and Chief Operating Officer of Expander Energy Inc., and Ryan Carruthers, the Executive Vice President of Cielo today.
What we're talking about today is going to deploy this market-ready strategy. So let's focus on what this transaction means for Cielo. Cielo now owns the rights to use the EBTL technology, which is a conversion of biomass to liquids, and BGTL, Biomass Gas to Liquids, conversion to saleable fuel. In the coming slides, we will show you what the implementation of this technology looks like at a plant level when we review Carseland. Important to note, in Canada, this is a broad license that allows Cielo to focus on various, any wood waste products as possible revenue streams, as well as other potential feedstocks. In the U.S., this is focused on creosote and treated wood, which in our world is railway ties. This is what Cielo chooses to focus on at this time.
For this transaction, Cielo has acquired three projects from Expander: Carseland Expansion, Carseland Expansion Phase 2, and Slave Lake. We will be discussing Carseland in further detail in this presentation. Over the next five years, Cielo will be focusing on developing three projects acquired from Expander and has committed to developing three of our own projects focused on railway ties. Outside of the commitments noted in the license agreement, Cielo retains complete control over all future projects. Common question asked by shareholders is: who has the right to launch future projects? The answer is, quite simply, Cielo. It is Cielo's strategic vision and our management team that has full discretion on what projects will be launched, including their size, scope, and of course, informed by feedstock. We are privileged to engage Expander as a third party with the development of these projects.
Expander's team will be providing engineering and project management services for each project. Expander has already signed an MSA with Cielo, and we look forward to beginning the project development work for, specifically, Carseland and Dunmore. This truly is a partnership of equals. At the side highlights, Cielo brings to the table a focused strategic vision for each project, and Expander engagement at the project development and execution level adds significant value. Gord, just wondering, what your thoughts were?
Thanks, Ryan. Yes, thank you. Expander has been working diligently since 2008 in developing the Enhanced Biomass to Liquids and Biomass Gas to Liquids technologies. Cielo's development strategy and focus on railway ties allows this market-ready technology to be used to solve a growing problem. Expander will support the development, engineering, procurement, and construction phases, as well as the operation phase for each of the Cielo projects. Independent of Cielo, Expander is continuing to work on development of our next-generation patented technologies, which involve the production of biosynthetic e-fuels. These next-generation technologies will use renewable or nuclear electricity and electrolysis to produce low carbon intensity diesel and sustainable aviation fuel. As Ryan mentioned, Cielo and Expander's complementary skill sets are a key aspect to this deal. Expander and its management team bring decades of experience in developing patented technologies, designing, building, and operating successful energy facilities. Back to you, Ryan.
Thanks, Gord. Next slide, Kimberly. So as we go forward and talk about the different technologies and whatnot with respect to Expander, we wanna make sure that everyone has an understanding of the BGTL and EBTL technology, and essentially what does it mean to Cielo, and Cielo's ability to be able to execute on projects now. So Gord, perhaps you can provide a we'll call it the layman's version of an explanation of the two technologies we see on the screen now.
Certainly. So Biomass Gas to Liquids was the first patented technology that we developed in the biomass to liquids suite. Biomass is gasified. The bio-syngas, which is comprised of hydrogen and carbon monoxide, is then introduced into a Fischer-Tropsch conversion unit, which takes the hydrogen and carbon monoxide and converts that into long-chained hydrocarbons. In this case, in the diesel boiling range, which is the biosynthetic diesel that we are planning to produce at Carseland. This is a sidecar installation into an existing gas to liquids facility, which historically has used natural gas as the energy source for conversion. The second technology is Enhanced Biomass to Liquids, where we eliminated the need for natural gas as a feedstock to the process.
Natural gas is used in a small extent as a utility source, but all of the carbon in the finished renewable fuel is derived from the cellulosic biomass that's used as the feedstock. In this case, biomass syngas. Again, hydrogen carbon monoxide is introduced to a Fischer-Tropsch unit. The recycled gas from that system is then reintroduced to the steam methane reformer, converted into hydrogen, which then closes the stoichiometric balance in the Fischer-Tropsch conversion process, and then produces a biosynthetic diesel fuel. The Expander technology allows us to produce 100% renewable biosynthetic diesel product with very low lifecycle carbon intensity equivalent, which is equivalent or lower than the renewable diesel fuel that is currently being imported into Canada from the USA and Asia. Ryan?
Great. Thanks, Gordon. Next slide, please, Kimberly. So with respect to the project pipeline, and that's something that has been a certain conversation topic over the last number of years since the Dunmore feedstock agreement with CPKC... what is now CPKC. What we also have in the conversation as it relates to the transaction with Expander, was the projects that are currently in the stage of, and Gord can speak more to this, with respect to the front-end engineering and design work that has already been completed, as well as what will be completed. And those two projects are specifically Carseland, which is the existing gas to liquids facility that is out there now, along with, and Gord mentioned it as well, and also the Slave Lake P roject, which has already been permitted from the AEPA.
Wanted to make sure that we understand, and the little asterisk there is, that this is a similar scale plant, Gord, to the one that would have been contemplated in Carseland for the bolt-on, or is that about the same size as what's currently in Carseland?
No, the original plan for Slave Lake was approximately 150 barrels a day-
Right
... which would be a similar capacity to the Carseland Phase 1 addition.
Right. So our goal and our plan is to increase that to be of the equivalent size of the Dunmore facility, or the planned Dunmore facility, Gord?
Correct, yeah.
Yeah, yeah. So that gives so a reapplication or amendment, I guess. But that has been permitted, as in its current form, as Gord had mentioned. So also, we have three additional projects, one of which we have already identified in Dunmore, and that will be a project that we'll be commencing, and you'll see a timeline in a little bit. There will also be a railway tie focus from a feedstock perspective, which we'll also get down to in a little bit. But the projects in Canada, and by extension, into the United States, is going to inform our next steps as it relates to the Cielo Project development phase, in addition to our R&D phase, which we'll also speak to in a moment.
I think for that part of it, I think that's as far as we have. I can take it for now. But I, I'm gonna ask Ryan Carruthers if he wanted to speak to the Aldersyde facility and the plan for its continued research and development.
Thanks, Ryan. Absolutely. Wanted to start off mentioning the AEPA has actually confirmed that they allocated additional resources and began reviewing our application several weeks ago. So we look forward to working with Gord and his team to address any questions that may arise since Expander has extensive experience working with AEPA. Cielo, with Expander's support, will be continuing the Aldersyde R&D Project to further develop Cielo's technology as originally planned. I'm also excited for the clear development path that lies ahead for the Dunmore facility, and the collaboration between Cielo and Expander for the R&D facility. It's clear that during, even since our initial meeting with, like, Expander, we were discussing the R&D facility and the future scope. Expander's expertise in the renewable and sustainable energy sector was very clear.
Thanks, Ryan. Next slide, Kimberly. So with the closing of this transaction, there's been an acceleration of Cielo's strategy. We'll be continuing to develop our technology in collaboration with Expander, and thus, by having a technology and R&D focus. As a former pure-play technology company, we prioritize an extensive research and development to establish market-leading waste fuel solutions. What we now have is the ability to leverage both Cielo's access to capital markets, in addition to financing, and also the project development opportunities, using a market-ready technology that Cielo will be able to execute on with Expander on a diversified portfolio of projects across geographic regions. This will also allow us to expand into the U.S., and get the low-hanging fruit of railway tie feedstock that is readily available, abundantly available in the marketplace. Next slide, Kimberly.
So project timelines, that's what's on the lips of everybody. Gord has discussed Carseland Expansion to a degree, but we'll expand on that a little bit more. The whole idea is that now we're in project development here, as I just mentioned, and in addition to technology development. We have our project development timeline set out here, whereby we use the Biomass Gas to Liquids facility in Carseland, and are going to expand in the adding a gasifier there, and Gord will explain that. In later in 2023 into 2024, we'll begin developing Dunmore. We have the existing agreement with respect to Renewable U that we will be updating on in the next number of coming days, and also the continued development of the Slave Lake development, or the Slave Lake Project.
Also, we're looking at the viability or the feasibility beyond that, with respect to Carseland, and its feasibility from a feedstock perspective more than anything. This is something that we have a significant interest in, leveraging the existing infrastructure that's there, and will be... As we've always said, the feedstock informs the size and scope of any project, so that's going to drive a lot of what we do going forward. And some very exciting, interesting opportunities exist for us in the United States, in what we're calling currently USA one and two. That could end up being one, two, three, and four. There's a number of opportunities in each region as it relates to the feedstock that we'll be able to inform on in the coming days and weeks ahead.
So Gord wanted to just throw it over to you and see if you had any additional things that you wanted to speak to as far as the technology differences between the two.
Yeah. The Carseland gasifier expansion is the construction of one gasifier adjacent to the existing synthetic fuels facility in Carseland. Actually, Kimberly, can I get the next slide? Sorry about that. As Ryan mentioned, we expect to be in production in 2026, with approximately 8 million liters a year of renewable biosynthetic diesel. A Phase 2 expansion will follow, which results in the installation of another three gasifiers for production at the facility of 30 million liters a year. Next slide, please. The existing facility in Carseland, Alberta, is based on the Enhanced Gas to Liquids, EGTL, technology, which was developed and patented by Expander, and later sold to Rocky Mountain Clean Fuels.
The gasifier facility will be located on a parcel of land that we have secured to the north of the existing synthetic fuel facility, which is to the right of the photo in this picture, to the north of the existing facility. The gasifier will supply biogenic syngas, hydrogen and CO, to the existing synthetic fuel facility, where Rocky Mountain will convert the syngas into biosynthetic diesel. Back to you, Ryan.
Great. Thanks, Gord. Next slide, please, Kimberly. So in Jasdeep's absence, and she's just fine, by the way, but we were trying to figure out the best way to logistically handle the conversation. So this would normally be where she comes in and talks about this, and certainly as it relates to the financial forecast, it's essentially what you see in front of you. We have planned construction to commence in the spring of next year as it relates to the Carseland Project, and that production is there in front of you, along with the revenue and EBITDA numbers, and that is a number as of the first full year of production. Kimberly, next slide, please.
So a lot of us have talked about the railway tie possibility or probability, and I can tell you it's a probability as it relates especially to CPKC. And this is a picture in the slide that you can see that was taken actually by myself as I was driving back into southeastern Alberta towards the Dunmore site. And that is a railway tie-specific train actually as it relates to picking up and removing and hauling of the rail ties along the side of the easement that CP has with each with the entire rail line. They have their own police force even to enforce it. So I think it's important for everyone to understand, though, that this is not just a CPKC problem, although it is a problem for them as well.
This extends to the entire industry globally. This is something that continues to grow, and the wood, the hardwood, as it relates to the rail ties, still maintains over 93% of the market for new ties in North America. Again, I also mentioned this through the attendance that I had down in Atlanta a few weeks ago, that this is indeed a global problem. It is significant as it relates to the concentration of the rail network in the United States due to the number of track miles that exist now. The numbers are there in front of you, and I'm not gonna read them to you. However, I can tell you that the one in the middle, the approximately 21 million ties that are replaced annually across Canada and the United States to be recycled or disposed of.
You can break those down into the point where about 20% of them get repurposed in Lowe's and Home Depot in the United States, specifically for landscape ties. The rest, quite frankly, are up for grabs, and those are a problem. There's no place for these to go, as is evidenced by the picture. So, I want to help everyone to understand the enormity of this issue and the amount of ties that are on an annual basis would be the equivalent of 10 Dunmores to process them, approximately, if not even more, based on the size. So we're not gonna build 10 Dunmores. There's certain economies of scale as it relates to processing. That's what we're going through right now with respect to our U.S. location review. So...
But there's one thing that's clear, and that's that you're not gonna burn these for power for much longer, if at all. In certain jurisdictions, it's just being frowned upon. So Kimberly, I'll ask you to go to the next slide, please. So as it relates to the construction of the ties, there is going to be a plant location that makes sense as it relates to the number of Class I carriers that go throughout the course of the United States or throughout the United States. There's a number of short line haulers as well. The current planned projects, even if we were to take a very small percent, would be 20% of the addressable market and approximately 213 million liters a year.
You can take the Dunmore numbers and extrapolate out from there to see what kind of an impact that has on a business for Cielo. The need for the rail industry to dispose of this, as I mentioned, is a global issue, and certainly one that is of front of mind with every single Class I carrier that we talk to. Union Pacific, Burlington Northern, Norfolk Southern, CSX, CP, CPK, or CPKC rather, and CN. There isn't one part of this that does not make sense as it relates to what we can do with these ties and create a renewable fuel, and remember, that's a renewable fuel to be able to power the very companies that are providing us with these ties.
It's also important to understand that the changing environmental regulations are happening very soon, if not now, and a lot of these things have to be done in advance. Clearly, we're not gonna be putting up a pop-up facility inside of six months to accommodate an urgent regulatory issue that's going to surface. So everyone knows what's coming at them. 2030 is a big date in Canada, specifically, in addition to some other mandates that are currently on in the United States. Aside from the friendly tax environment and a lot of the incentives that the United States also offer, this opportunity, quite frankly, needs to be taken care of now, and that is one of the biggest reasons why management inside Cielo and Expander identified this and did the deal that we did.
I can talk a bit in an anecdotal way about the ESG problems that rail industry faces. On top of the fact that they burn diesel and that it's not a clean-burning diesel, such as the kind that the Expander's technology produces, but also the fact that they're getting a significant amount of pressure from their shareholders to become more environmentally and environmental stewards of their companies. The new focus, the renewed focus, is not even about the renewable fuel or biofuels, it's also that the biofuels or the renewable fuels have to come from something other than a food source.
So we're having conversations across the industry, not just as in the rail industry, and Gord can speak to this as well, around the ability for us to produce a fuel that is not from a food source, right? So it's important for everybody to understand that the Cielo technology, or the, the Expander technology powered, that's powering this, is critical for us to be able to still be in the conversation around renewable fuels. We're the only ones, quite frankly, that are. Everyone else is taking a renewable or a crop of food and turning it into a biofuel, which is, quite frankly, expensive and also not sustainable. So that's my rant, everybody. Next slide, please, Kimberly.
I'm gonna give Gord an opportunity to speak to the Dunmore Project and the specifics around it, because I think it's part, part of this transaction. Not part, a large part of this transaction was to allow Cielo to move forward and engage with the CPKC supply agreement that we have with them. We need to move, and we need to move now, and that's exactly what this allows us to do. So Gord, perhaps you can provide some more insight as it relates to, in addition to the Carseland Expansion that we're going to be undertaking, but also the Dunmore Project as well.
Thanks, Ryan. Yeah, the project in Dunmore, Alberta, will be starting front-end engineering immediately to start engineering design to control project expenses and thoroughly plan the project before quotes are obtained. We expect to complete this work by the end of Q2 2024, with a final investment decision, which we'll determine a final budget numbers by Q3 2024. Next slide. Well, pardon me. Go ahead, Ryan.
Yeah, no, appreciate that. Thanks. So as it relates to the Dunmore Project, I'd mentioned earlier around the number of rail ties. So this rail tie example is based on 700,000 ties per year processed. Is that not correct, Gord?
That's correct.
Yeah, so as we move forward, and this isn't a matter of us not having the capacity to process more, but the sweet spot for this particular model was based on an ongoing, sustainable amount of feedstock that would allow us to maximize the capacity of the gasifier. So as we move forward, we can add additional gasifiers or additional processing capability based on the amount of feedstock, again, that we have to process. So how much feedstock do we have? This is what we're going to put in as far as a solution is concerned for processing them, and this is the output as it relates to the number of liters per year, or gallons per day, depending on how you wanna measure it. But everyone understands liters, at least in Canada.
So we talk about gallons in the U.S. already, but we're gonna keep it Canadian here as it relates to that. So the revenue numbers and the EBITDA numbers are, quite frankly, compelling, and the gross margins are based on a working model that does not include a subsidy through some sort of a feedstock subsidy or anything of that nature. So this is a renewable product that gets renewable pricing. Next slide, please, Kimberly. This is essentially what allows us to be check all of the boxes, quite frankly, as it relates to an ESG company. And I'm not gonna read the slides to you because that's not what I do.
However, it is important to understand, two things, I think, as it relates to this, and that is the environmental benefits and the low to zero, net zero carbon intensity biosynthetic diesel that this produces. It can't be talked about enough that, we have already received a... And Gord, the report that we received as it relates to railway ties does, come in with a CI score that is attributable to a renewable status, yeah?
Correct.
Yeah.
Yeah, we, we end up with a renewable fuel that is at least competitive with, the renewable fuels that are being provided, that are being imported into Canada at this point. The Dunmore facility has the potential of producing a renewable fuel that gets very close to net zero.
Right. And I've mentioned it before, it's worth mentioning again, it's, we are not looking to take the food off your table when we're producing a fuel. I think that's critical as we go forward, because it's a big social benefit. The, the fact that it is environmentally, I guess we'll say a sustainable source, because we can grow it again, does not rise to the fact that we're not taking food off your table, and I think that's important. The fact also that this is market-ready, and we're ready to, we're ready to proceed. The governance benefits, we can, we can certainly talk about that as well, and, and the partnerships and the emerging technology in the energy industry is something that will continue to be, expanded upon. Next slide, please, Kimberly.
You can see our leadership team here, myself, and Jasdeep, and Ryan Carruthers. We, you know us, you've already, in some cases, met us, and we look forward to continuing to drive these projects now forward. In addition to that, we have, and are very pleased. Next slide, please, Kimberly, to be working with Expander. And, it cannot be understated the brilliance of Steve Kresnyak, and what he has brought in the way. He is the father of this, if I'm so bold as to say. And, Steve has been on a call, I think our initial call with us, but, Steve is, definitely, the driver of this technology, and is still very much involved. And of course, what more can you say about Gord? He's, been doing this for a while. Gord, perhaps you can expand a little bit and reinforce the Expander depth.
Yeah, Expander is a legacy of the Colt Engineering group of companies, which was grown over decades into the largest Canadian engineering company at the time that it was sold, and eventually turned into WorleyParsons, which many of you would be familiar with today. Expander's management team brings to the table decades of experience in the design, construction, and operation of successful energy facilities. As Ryan mentioned earlier, this is not a science experiment. This is the development, construction, and operation of six renewable energy facilities in the next five years, with production starting in 2026.
Thanks, Gord. Next slide, Kimberly. We're also pleased to have, Jim Ross, that has been, James Ross, as you see it there, but Jim Ross, who was the Executive Chairman, is the Executive Chairman. I don't wanna fire him yet.
No, I want, I wanna keep him, Ryan.
Yeah, yeah, yeah, I think maybe he might still have some say to that.
Yeah.
But nonetheless, Jim has joined our board as a result of this transaction and he has a number of years of experience in the markets and has been around Expander for a while. And known Jim for a long time and looking forward to having him, along with Sheila, our Board Chair, and Peter MacKay, Larry Schafran and myself, to move this forward. So that's our board of directors, and that is mercifully the end of the presentation. So Trevor, I guess now it's up for you to moderate the Q&A.
Thanks, guys, for an informative update. As Ryan mentioned, we will now move on to the Q&A portion of the webinar. If you have a question, and, you can submit those directly in the Zoom Q&A module. If you do not have time to get your... if we do not have time to get to your questions today, we will be sure to address them via email in a timely manner. Some questions have already come through, through the module, and as mentioned in the registration, period. We'll kick off with the first question. "Cielo has informed shareholders in the past that its proprietary TCD, or Thermal Catalytic Depolymerization technology, worked, and only required an R&D facility for further clarity on the data. Then the company only needed AEPA certification to commence testing on rail ties. Can you provide your reasoning and need for forming a relationship with Expander?
Well, I could give you the longer answer, but the shorter answer is time. There is, and was, an initial contact with Expander as a result of working with us to identify a number of different engagements, not the least of which was to continue to work with us. And whether it would be with them, with Stantec, with Worley, with one of the other engineering firms, Expander clearly demonstrated the knowledge and the ability for processing the biomass that we were looking to process.
As the conversation evolved over time, and as we identified the fact that, serendipitously, Expander had the market-ready ability to execute, allow Cielo to execute, we couldn't have been more happier to be able to deliver to our shareholders exactly what we had said we were going to do when we started this journey, Jas and I, back in June of July of 2022, which is to get this thing to market. Now, the TCD technology, we will continue to advance, but not at the expense any longer of shareholder patience. Quite frankly, we have to get rolling, and that's what we're going to do.
There are some questions as it relates to the specifics on the technology and the differences. So aside from synergies among the personnel at both organizations, and expediting the process to commercialization, can you perhaps elaborate on what gap or gaps does Expander's technology fill for Cielo's, say, TCD technology, or Cielo in general?
So I'll break that apart, Trev, in a couple of different... And then Gord can chime in, too, if he wishes. The front end, if we wanna call it that, with Thermal Catalytic Depolymerization, or TCD, was always going to need to be further refined. There was always going to need to be additional steps, which mature technology had in place to be able to do. The difference, though, was that we were still going to produce a sustainable product, not a renewable product, and there's a distinct difference there, not the least of which is that there's a lot more margin in a renewable product than there is in a sustainable one.
So that aside, the TCD technology was looked to be bolted onto as a front end to the Expander ability to take that and turn it into something else. What we found was, in the meantime, there was already a mature market-ready technology that Expander had that would allow us to accelerate that. So it's not an indictment on the Cielo technology, and it's certainly not an indictment on the time and effort that's been spent. This is hard to do, and we're gonna continue to develop that and produce it. To try and say one is better than the other is not for me to say. I'm not a, I'm not an engineer. I think, again, what I had mentioned earlier was we are needing to take advantage of existing feedstock agreements that, quite frankly, we can't wait around for anymore.
The Expander technology allows us to do that. Gord, I don't know if you wanna... If you wanna speak to the differences in the two technologies too much, other than to suggest that you're gonna roll up your sleeves with us and, and continue to work with us on it.
Yeah. I think, you know, obviously Expander has a suite of technologies around gasification and Fischer-Tropsch conversion that have been proven in the Czech Republic, and also at the existing facility out in Carseland, which we designed, built, and continue to work with Rocky Mountain Clean Fuels in their operation. The opportunity really is to advance the timeline. These... We have the ability to design and construct these facilities within the timeline that Cielo has available, as opposed to being dependent on a technology development timeline.
Something that might provide a little bit more clarity is, and perhaps to you, Gord, and just on the Expander side, what due diligence has Expander done on the Cielo proprietary technology, TCD, prior to signing this agreement? And what, in your opinion on the engineering state of this TCD at this point, you know, what, what is ultimately your opinion on the TCD technology at this point? And, you know, I mean, ultimately, we understand that there could be synergies, collaborating from a personnel perspective and a technology perspective, but perhaps you can elaborate a little bit more on the DD, going into this conversation.
Yeah, and through this process, Expander went through some due diligence in the existing Cielo technology. We will continue to apply the technical expertise that we've applied to our other patented technologies with Cielo going forward, and are excited to work with the Cielo team. As far as a crystal ball as to how that's gonna turn out, Your guess is as good as mine, but we are very enthusiastic to work with the Cielo team in looking at opportunities to commercialize that existing technology.
Okay, thank you. Can you address any changes in the Cielo-Expander deal between the purchase agreement announced in September to the agreement announced last Friday?
Sure. We had a couple of changes to the, we'll say, definitive agreement to what was agreed to in the post-close or in the closing agreement. And one was financing, and the other was a third-party agreement to facilitate the at that that was to be due at closing, and quite frankly, we didn't wanna continue to be halted. We're gonna start trading tomorrow, and we wanted to get the stock trading again, and all of the or these two things can be handled in due course, post-closing. We weren't, neither Expander nor Cielo, and I, and Gord can speak for Expander, but Cielo certainly didn't have any concerns about our ability to execute on either of those two conditions. They'll be posted on SEDAR either later today or tomorrow, the final closing agreement.
Since we're on that subject, with regards to the stock being halted, can you just touch on that a little bit?
Yeah. It's not gonna be anymore. It's... We, we expect the stock to be trading tomorrow on market open. Not we expect. We- it will be trading tomorrow at market open.
Thank you.
You're welcome.
Given the financing hurdles in the past, how confident are you in raising CAD 45 million for the Expander deal?
Well, very, not the least of which is that we already have received a term sheet that would have put a financing bow on the closing condition to the extent that we felt that there was an opportunity to further review and potentially structure a more favorable deal for Cielo. The terms of the term sheet were still conditioned on a certain number of milestones, like any financing would. Not the least of which, though, however, was that we didn't want to put ourselves in a position where we made a commitment before we needed to, quite frankly.
And thankfully, we were both, with Expander's help, be able to come to a realization that, perhaps a certain amount of equity and debt versus, all equity or all debt as relates to that, would be a better structure going forward. So we've got some time. We have the ability to continue to fund the development of the projects as they move forward, through a number of different mechanisms, but, we have a large list of folks that want to come into the story, not the least of which is already, Crestmont hasn't gone anywhere. They're still very much in the story. And it isn't a matter of finding, financial resources for a market-ready technology such as this. This- there's plenty of money out there for market-ready technology, which this is.
It's the, I'll use Gord's terms, the science experiment type stuff that typically doesn't get financed. So that's not a concern here, and it's not one, but we're gonna measure twice and cut once, to use a construction metaphor, because we can't. We don't wanna get this wrong either. Cielo has a lot of tax losses to take advantage of here with this Carseland facility. We wanna make sure we maximize all of it.
So the combination of tax loss, carry over, if you will, as well as, if I'm hearing you correctly, potentially non-diluted financing based on the fact that monies would be going into more project financing and not on the corporate level, it should be in the interest of... That would be in the interest of a shareholder when it comes to value add, correct?
Well, it's yeah. The short version is we're not gonna have to pay Justin Trudeau for a while.
To fund the company between now and, say, initial production, do you envision any sort of corporate-level financing for, say, G&A, et cetera?
We have some levers to pull as it relates to being able to fund our ongoing G&A. I think one of the key aspects to this, though, Trevor, is that we have now a project that we focus on to fund versus ongoing G&A. We have significantly reduced our G&A burn as it relates to that. So we have a number of things, a credit facility that's available to us, in addition to some flow-through shares that we're gonna be speaking about in the coming months, so coming days. And that's going to inform a lot of the ability for us to keep the lights on, if you will. But now the project focus expenditures are exactly that and can be attributed to that type of a financing structure.
Switching the focus here, there have been some questions with regards to feedstock. Aside from railway ties, does Cielo and Expander plan R&D on other feedstocks, like plastics or rubber tires? Which is what originally was the basis for Cielo and its technology, or is there a large enough market for railway ties?
This is a two-parter. Again, I'm gonna defer to Gord on other uses of the even using the gasification technology in addition to the TCD. The plastics one is an interesting one because that rises at the CI score certainly wouldn't allow us to produce a renewable product, and it's a very important, and I know it's a hot-button topic for a lot of people. And it's gonna continue to be on our radar as well. It's what is the market for the fuel? Enerkem currently processes plastics, and the feedstock part of it is that it's not easy to get a sustainable supply feedstock with respect to plastics.
There are nine different plastics, and we have a difficult time getting to a point where we would have a company or a facility or something else that would provide us with that plastics feedstock. Now, does it say we won't do it? No, of course, it's in our plans, but we're focused on executing on the low-hanging fruit, that is, the wood waste with the in the form of railway ties. I know as it relates to R&D and other feedstocks, Gord and we were talking about that earlier off camera. Gord, maybe you can elaborate a little bit on some of the other opportunities that exist through the Expander technology.
Yeah, and thank you, Ryan. Yeah, notwithstanding the fact that our current strategic focus with Cielo is railway ties and wood waste at Carseland, we have ongoing long-term programs to test and verify alternate feedstocks, including other forestry residues, agricultural residues, sewage sludge, and other refuse-derived fuels, as well as MSW as a feedstock, raw municipal solid waste, essentially the stuff that comes out of a garbage truck. So we have work that will be occurring in parallel with the developments with Cielo, that potentially could broaden the feedstock basket for Cielo projects and Expander projects going forward.
So, in order to avoid constraining capacity, because in this market, everything comes down to the personnel and how trained they are, and the mindset behind, you know, the engineering of the technologies, and not to take away from that low-hanging fruit. So would Cielo/Expander combined entity, consider working with new partners to expand its R&D efforts on other feedstocks, some that you've alluded to, again, while the company is focused on that low-hanging fruit being railway ties?
Sure. No, I'm kidding. Yes, of course, we're going to continue to look holistically at the, the feedstock availability and what makes financial and business sense, as well as, as social sense. I think the two, at some point, do intersect, as I mentioned earlier, around plastics. There is this aversion, to continue to, in some cases, use this, food-derived feedstock, so we're not gonna be pursuing any of that. I can tell you that right off the hop, at least not while, not while I occupy this seat. But, certainly we're gonna continue to work with, Expander and develop additional, feedstock, opportunities and, and maximize it.
Maximize the business case, because our shareholders deserve the value through generating revenue and profit, and not waiting along the line any longer for us to get to that point. Everyone's been patient enough.
Yeah, and if you don't mind, Ryan, Expander has a long history of working with strategic partners, whether or not they be technology providers, engineering specialty groups, vendors, regional groups, First Nations groups, in developing projects, building biomass supply chains. And as an example, our feedstock supplier for the Carseland facility is a local, well-established, landfill operator. So, you know, strategic partnerships are core to our success to date, and I would imagine they'll continue going forward.
Thank you, guys. Ryan, can you provide a little color on the status of the share consolidation?
So the status of the vote was that it was approved by the majority that needed to be approved by, and that was PR'd in our most recent press release announcing this webinar as well. So the status is that now management has undertaken a review as it relates to the reverse. And because it says up to 15-to-1, we're going to review what that looks like, quite frankly, as it relates to the dilution of this transaction, in addition to what a company of this nature should have, quite frankly, as a float.
And that's going to be all bundled up together in conversation with our investment bankers, and partners, and shareholders, directors, the board of directors, and everything else, to the point where what we decide to do over the next little while is based a lot on the future strategy and what we need, and what we identify. We have always said, and I'm not gonna turn this into a political answer, but what we've always said is that we will protect the cap table as much as we can. We're gonna finance all of these projects outside of Cielo's current corporate mothership, other than the Expander Expansion, or other than the Carseland Expansion, rather.
And so all of these projects will be financed outside, and will be funded outside of the current existing Cielo cap table, with Cielo owning the majority of these projects. So the whole idea around the ongoing dilution that would occur subsequent to this reverse is going to be managed with a significant regard to protecting the cap table and the dilution.
Thank you, Ryan. We'll take a couple more questions, just because we're coming up on time here. With regards to Expander's existing IP, and Cielo's IP, and the combination of new technologies, the, you know, the R&D efforts that you guys are taking, and the next steps here that investors are very much so looking forward to, the combined, new IP that you expect to generate, how might that look from a shareholder's perspective? Is that going to be all under that, all under the Cielo name? Any sort of, divvying up of percentages, anything like that, might be helpful for shareholders.
Thanks, Trev. Over to you, Gord. This is probably more appropriate for you to answer this than me.
Yeah, the quick answer is that if any advances in IP will be made available in an unlimited and royalty-free basis to Cielo.
So suggest that might create a significant amount of value, not just a little bit.
Thank you, guys. What differentiates Cielo from other players in this industry?
Well, I touched on it a little bit, earlier, Trevor. There's definitely an aversion now as the social side of the ESG conversation starts to heat up around the use of food stock, food feedstock rather, for fuel. And as I've mentioned before, we're not gonna take food off your table, but there is a significant differentiator, especially as it relates to railway ties and how that impacts what it is we're doing. Remember, the process that we now have, the exclusive license to, is a zero emissions process. So whether or not we... When we're processing railway ties, no one else, no one else can do this, quite frankly.
And the ability for us to generate a low net zero carbon fuel as a result of it, that these very same railways can run in, whether it be them themselves or into a refiner to blend, the differentiation is essentially as simple as that. It's we're not going to use a food source to leverage a biofuel.
Thanks, Ryan. I think, transitioning, from that question to this one might make sense. Is the final product coming out of either of these plants diesel, naphtha, et cetera, or does it still have to be cracked at a facility?
That's a good question.
I'll take that, Trevor. The finished product, well, the quick answer is no. No further processing is required. That the Expander process produces three products: a naphtha, which is a saleable hydrocarbon; a finished diesel product that requires no further processing to be used as blend stock for diesel, whether or not it's a railway or road vehicles; and a relatively small amount of wax, which is once again, a saleable product in the form that it is produced from the facility. Further hydroprocessing is not required for the Expander facilities.
Thank you, Gord. Couple more here: Are there any performance clauses that Cielo and Expander need to accomplish in a particular time period? And if the plans aren't met, what would happen?
Well, the short version is, if we don't meet our minimum requirement that we've provided to Expander in the facilities over the next five years, the Cielo exclusivity moves to a non-exclusive license. We still have access to the license, but on a non-exclusive basis. So you can appreciate that when Expander and Cielo negotiated this deal, that it was important for them because they believe in the reinvestment of these their technology into the Cielo pipeline, to the point where they depend on this technology to be commercialized through Cielo now. This is a significant balance that of the risk that is taken by way of us providing S- Expander for shares in the technology that they're- that we're purchasing the license for.
But they're also putting the technology in the hands of Cielo to run the projects and to produce projects. So it's suffice to say that we have a very balanced approach as it relates to that, but the short version is we still maintain the access to the technology. It's just on a non-exclusive basis if we don't deliver within the terms of our agreement.
So it sounds like both teams are very much so aligned on making this work.
Very much so.
Okay, good. And for our last question today, Ryan, any closing comments? Any closing statements?
Well, you know, thanks, Trevor, and thank you for moderating this. We sincerely appreciate people tuning in. We wanna make sure that we... And we understand we had technical difficulties, and by virtue of watching this recording, you'll see the complete version of this. But we wanted to thank on behalf of everyone, Ryan, myself, Jasdeep, and also, of course, by extension, Gord and the Expander team. We're very pleased to be moving forward now to be able to not only trade again, starting tomorrow, or should I say Tuesday, November the 14th, for those of you watching this after then. But also the fact that you have our absolute commitment as a management team to continue to add shareholder value by generating revenue through the Cielo powered by Expander story.
We're going to be very mindful of our G&A. Until we hit revenue, we're going to operate this company and continue to be mindful of our cap table, as I mentioned earlier. We wanna also invite anyone who has any additional questions to reach out. There isn't a shareholder call, email, or inquiry that we haven't received and responded to. So happy to continue to take your inquiries, and look forward to what's to come.
Thanks, Ryan, and, thanks other Ryan and Gord, and thanks to everyone for joining today's update on Cielo. Today's webinar recording and downloadable presentation will soon be made available on Cielo's website. As Ryan mentioned, if you do have any additional questions that have not been addressed on this webinar or that you have not already submitted, please feel free to email us at investors, that's investors with an S, investors@cielows.com. Again, that's investors@cielows.com. Thanks again, and you are now free to disconnect.