AGM 2021

Oct 21, 2021

Welcome, everyone, to the Annual General Meeting General and Special Meeting of the holders of the common shares of Cielo Waste Solutions Corp. My name is Don Allen. I'm the Chair of the Board of Cielo, and I will act as the Chair of this meeting, which is being held this year by telephone conference only due to COVID-nineteen. In accordance with the applicable laws, those that are on the call are deemed to be present in person. I would now like to call the meeting to order and appoint Chris Sabat, Chief Legal Officer and Corporate Secretary of Cielo, to act as Secretary of the meeting and Matthew Kelly of Olympia Trust Company, transfer agent for the company, to act as scrutineer of the meeting to report on the shareholders present and in person and by proxy and the number of shares represented in person and by proxy and to compute the votes of on any poll taken. I have a form of proxy for this meeting provided by Olympia Trust Company. I ask that the notice of the meeting form of a proxy of financial statements of the company be kept by or as directed by the Secretary with the records of this meeting. I will now call upon the scrutineer to present his report to confirm whether a quorum has been met in order to proceed with the meeting as regularly constituted. Mr. Chairman, there are five registered shareholders or appointed proxy holders, representing a total of 88,528,432 shares or 13.5% of the issued notes standing. Thank you. The scrutineers report shows a quorum to be present. I therefore declare this meeting to be regularly constituted, and I direct that the scrutineers report be annexed to the meeting to the minutes of this meeting. Before commencing the business of the meeting, I would like to comment on the voting procedure. Since the meeting is being held by telephone only, those registered shareholders entitled to vote at this this meeting will have an opportunity to show their intentions by saying yay or nay when prompted, as an equivalent to show the hands of a vote when done in person. Unless a ballot is demanded, each resolution on every matter brought before the shareholders during this meeting will be voted upon this way. Following the formal portion of the meeting, we will hold a short question and answer period. When prompted, those questions may press star one to get in the queue for this purpose. I will now ask for a motion that the reading of the minutes of the Annual General Meeting of the Shareholders held on 10/29/2020, be dispensed with and that the minutes be taken as written and approved. I move that the reading of the minutes of the previous meeting of the shareholders held on 10/29/2020, be dispensed with and that such meetings be taken such minutes be taken as written and approved. All those in favor, please press 1 for yay. And all those opposed, please press 2 for nay. Motion has been carried. The next item in business is a presentation of the company's financial statements and the auditor's report thereon for the years ending 04/30/2021 and 2020. I would suggest that these matters arising related to such financial statements, copies of which have been made available to all shareholders, be held in advance for the questions and answer period, which will occur later. I note that the form of the proxy originally provided for the fixing of the Board of Directors at seven. However, as we are electing five directors today, the Board will, by default, be fixed at five. As such, may I now have a motion to fix the board to have directors at five? I move that the board of directors be set at five. Motion carried. The terms of office of all five current directors are deemed to have expired today pursuant to the company's articles. The management information dated 09/10/2020, as amended sorry, 2021, as amended, contains the names of five persons, each of whom are proposed for the elections at this meeting. The five proposed nominees are Clayton Donald Allen Jazdeep, Gaye Dollywall the Honorable Peter McKay Ryan Jackson and Larry Scaffron. As no other nominations have been made pursuant to the articles of the company or the Business Corporations Act, that is complete list of the nominees. I move that the five directors proposed for election be so elected for the ensuing year. I declare that these nominated individuals have received the requested number of votes cast at the meeting for their election for the ensuing year. They will hold office until next annual meeting of the shareholders of the company unless their office is earlier vacated in accordance to the articles of the company in the Business Corporations Act in British Columbia. The next item of business is the appointment of the company's auditor for the ensuing year, along with the rumination to be paid to the auditor. I move that KPMG LLP chartered accounts be appointed as the auditor of the company at remuneration to be set by the directors until the directors' next annual general meeting of shareholders or until such firm resigns or is removed from office as provided by law. All those in favor, press 1 for yay. And all those opposed, press 2 for nay. Motion carried. The next item of business is to consider and if deemed advisable to pass with or without variation an ordinary resolution to the disinterested shareholders of the company's approving the adoption of the 2021 rolling stock option plan. I move that a, the 2021 rolling stock option plan as described in the circular of the company dated 09/10/2021, d, and is hereby adopted, ratified, confirmed, and approved. And, d, any director or officer of the corporation is authorized and directed to do all things and to execute and deliver or to cause to be executed and deliver any documents considered to be necessary or desirable in such director or officer's sole discretion to give effect to these resolutions. All those in favor, please press star one for yay. All those opposed, please press star two for nay. Motion carried. The next item of business is to consider and, if deemed advisable, to pass with or without variation an ordinary resolution disinterested shareholders of the company approving the adoption of the fixed nonoption plan? I move that a, the 2021 fixed nonoption plan as described in the circular of the company dated September, and is hereby adopted, ratified, confirmed, and approved. And, b, that any director or officer of the corporation is authorized and directed to do all things and to execute and deliver or to cause to be executed and delivered any documents considered to be necessary or desirable in such directors' or officers' sole discretion to give effect to these resolutions. Motion carried. As there is no further business, I request a motion to terminate this meeting. I move that the meeting be terminated. All those in favor, please press 1 for yay. And all those opposed, please press 2 for nay. We're gonna have to have everybody vote one more time, please. If you could please press 1 for yay. And all those opposed, please press 2 for nay. Thank you. Motion carried. Ladies and gentlemen, that completes the business of the Annual General Meeting. We will now proceed with a short question and answer period. We have no questions at this time. We'll just give it a couple more minutes to see if anybody has anything. But right now, there's no questions in the queue. First question comes from Roger Anderson. Roger, your line is open. Hi. I'd like to get an update on the status of the continuous flow. Hi, Roger. It's Greg Greg Ugund here. Yeah. Sure. I can give you a little bit of an update. It is not that far off from the last PR announcement that we made, and we took some calls here a few weeks ago. So status is essentially the same. We are working our way through making the adjustments, the engineering requirements to get the Alderside facility to what we call a steady state continuous flow. As we speak right now, we are producing in small batch amounts, and we are continuously trying to optimize our systems, but we are well in line with the same discussions we had a few weeks ago with respect to the engineering work that is at hand. We will be updating everyone in short order just to give a more wholesome understanding of what the timing looks like before the end of this year and into next year. Okay. A follow-up question on joint venture agreements. You had mentioned something a while ago about The U. S? Yes. Thank you for the question, Roger. So it's Chris Sabet here, the Chief Legal Officer and Corporate Secretary. As it relates to a potential U. S. Facility, that's the subject of a memorandum of understanding that's in place currently with Renewable You. As it concerns a potential U. S. Facility and all of the other facilities, we're currently in negotiations with or we'll be entering into negotiations with Renewable U in relation to those memorandums of understanding in an attempt to put in place a joint arrangement for those different facilities. So the status is very much as it has been for the last few months. Thank you for the question. Thank you. Our next question comes from Brad Lemache. Brad, your line is open. The question was answered. We have no other questions in the queue at this time. Anybody else have a question, just please press 1. Our next question comes from Gail Ulrich. Your line is open. Yes. Last week, former governor Steven Polowicz was appointed to a company that is doing something similar that Cielo is. And he pointed out that the most important thing to the planet is to control methane gas. I wonder what you have to say about that. You. Hi, Dale. It's Greg again here. Thank you for your question. I guess what we have to say about that is we are, I mean, full agreement, emissions of any kind of vented gas, methane in particular, of course, is known to be harmful. From our perspective, the way we run our facilities and our operations, we're very mindful of the environment. In fact, whole mantra here is to take waste from landfills, from garbage sites, from outputs, from different various types of manufacturing systems and process them in an ecological and friendly manner. Systems, like the way we've got our setup is we do not vent a lot of gases from our operations. And in fact, the gases that we do vent are small enough, almost un recordable. And part of our larger longer term solution as we start getting into larger facilities and plants, part of our design includes the controlling of emissions. So we're all on board with keeping a clean planet. And like I said, when we think of the environment, that's one of the first things top of mind in the way we operate and the way we consider our future operations and facility construction. Thank you for the question, Gail. Thank you. He Steven Pola seemed to indicate to me anyway in his in his narrative that controlling methane gas on the planet it should be job one. It should be the main feature. And that would give other operators time to figure out the rest of the plan so that we are sustainable. So I'm just wondering. I I noticed in the in Tiello's original plan that it was part of the plan, as I believe it, was to harness methane gas at the garbage dumps. So I'm just what I'm wondering is would that be something that you'd consider doing sooner rather than later? Gail, so the we're really not in the business of harnessing methane gas from landfills and city dumps. Our business is one where we take the garbage that would produce the methane gas in the first place is hopefully get to a state where we are eliminating that garbage pile, if you will, and converting that into a useful product. But we are downstream of that. We are not in the business of taking and controlling methane gas emissions from landfills. So yes, just to be clear, we are taking the garbage from the landfills. We will be sorting that the product and feed that into our system for the production of lower carbon diesel. And so that's thereby eliminate the gas. Don, are you going to jump in there? Yes. If you don't mind, just add to that, if I can. Now we work with third party companies that collect the methane. It's really important for us to buy green power where available. If they can collect the methane and turn that into a syngas and make power out of it, that's definitely a good opportunity for us to look to them to see if they can supply us some power. And we may be even able to have that person even supply us so we can use it for replacement of some heat, for instance, in our process. But really, the methane collection is fairly new, and a lot of companies are jumping on that right now. You'll see the Evinton Waste Landfill, for instance, they've been collecting methane gas now for probably seven, eight years now and turn that into power. So it's a new market, new industry, but we're definitely we're not a landfill business. So as Greg mentioned, that's not our business to go in and collect that methane. But if somebody's collecting it, turning it into power, we definitely would like to talk to them about it. Thanks, Greg. Okay. So but, actually, if you're getting rid of the garbage, you're getting rid of the methane. So we're accomplishing the same thing? Yes. That's correct. Yeah. Great. Thank you. Our next question comes from Chris Larsen. Chris, your line is open. Greg, in the previous announcement, you had mentioned that there would be an upcoming Q and A webinar for shareholders to spend a little time chatting with you all. I just wanted to see if there's a set date for what the updates on that might be? Or is this it? Yes. Thanks for the question, Chris. No, this is not it. This is our annual general meeting, which has very specific points to it. What we we had mentioned that sometime here in the near future, we intend to kind of give a more wholesome update to the shareholders. We hope to have something like that before the end of the year, that's for certain. What I want to do, what I'm taking this time to do over the next quarter here from our last PR that we had was essentially taking a look at where we stand as an organization to get to our end objectives, which are to ultimately get to a continuous flow configuration where we start generating revenue, but most importantly, getting the information from that so we can start contemplating the design of our full scale facilities that we've been talking about that will end up living in places like Fort Saskatchewan and Dunmore. So before the end of this year, we intend to do a form of a webinar, something that is meaningful. We're really at that point, we'll have better line of sight to some of the KPIs that we want to measure and inform our shareholders in terms of where we are on that path to continuous production and more of a wholesome update. So stay tuned that we will have something like that soon. At this time, we have no other questions in queue. I'll give everybody just a little bit of time here if they want to star one for any more questions. See nobody in queue. Thank you, everybody, for your time. I sure appreciate your interest and support, and we look forward to having a great successful twenty twenty one, twenty twenty two. Thanks again, everybody. The conference has now concluded. You may disconnect.