Expander Energy Inc. entered into an asset purchase agreement to acquire Certain assets and liabilities of Expander related to EBTL and BGTL of Expander Energy Inc. for CAD 46.8 million on September 15, 2023. As for consideration, Cielo agreed to pay a purchase price of CAD 45.3 million by issuing approximately 900 million common shares of the Company. 15% of the Consideration Shares to be held back for indemnification purposes for 13 months. An additional approximately 25% of the Consideration Shares to be held in escrow by Cielo?s transfer agent for release as follows, 25% on January 4, 2024, 25% on April 1, 2024, 25% on August 28, 2024, and 25% one year from closing. Following closing, Cielo?s Board of Directors would be comprised of Cielo?s four current directors, plus three Expander nominees for a total of seven directors with the majority remaining Cielo nominees. Cielo has been in discussions with third parties with respect to the Financing and has entered into advanced discussions with an arm?s length third party for the full amount of the Financing. Transaction is subject to debt financing secured and is subject to the approval of the TSXV. Transaction is expected to close in October 2024. As of October 27, 2023, the transaction will close in the coming days.

Expander Energy Inc. completed the acquisition of Certain assets and liabilities of Expander related to EBTL and BGTL of Expander Energy Inc. on November 10, 2023.