Cielo Waste Solutions Corp. (CMC.V) Earnings Call Transcript & Summary

I think it looks like we're not seeing any new people joining so I think we'll get underway. Thank you very much, everyone, for joining us this morning. Welcome to the Annual General Meeting of the holders of common shares of Cielo Waste Solutions Corp. My name is Sheila Leggett, and I'm the Chair of the Board, and I will act as Chair for this meeting. With me is Ryan Jackson, who's our CEO. We're holding the meeting this year virtually by Teams video conference. Those that are on this call are deemed to be present in person. I would now like to call the meeting to order and appoint Antony Szaszkiewicz, Legal Counsel for the company, to act as the Secretary of the meeting and Matthew Kelly and Chelsea Nunan from Olympia Trust Company, transfer agent for the company to act as scrutineers of the meeting. To report on the shareholders present in person and by proxy and the number of shares represented in person and by proxy and to -- sorry, and to compute the votes on any poll taken. The secretary has an affidavit of Olympia Trust Company, the registrar and transfer agent for our common shares as to the mailing of the notice of the meeting. Unless there is an objection, I will dispense with the reading of the notice of the meeting. I ask that the notice of meeting, form of proxy and financial statements of the company be kept by or as directed by the Secretary with the records of this meeting. I have received a copy of the scrutineer's report, which 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 minutes of this meeting. Before commencing the business of the meeting, I'd like to comment on the voting procedures. To facilitate the meeting, the company has requested that certain persons make and second the formal motions and the Chair will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote by using the chat function on Teams and typing in a question or comment. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a shareholder has a question or comment not related to a business item, an opportunity to raise other questions and comments will be provided after voting on the business described in the Management Information Circular. Thank you for all the votes submitted by proxy. Please keep in mind that if you wish to participate in the formal business of today's meeting, you must be a proxy holder or registered shareholder. That means your shares are held in your name and not with a broker. Unless voting by ballot is directed or demanded by any registered shareholder or proxy holder. Since the meeting is being held using Teams, those entitled to participate in and vote at this meeting will have an opportunity to show their intentions by clicking on the chat icon and typing Y for yay and N for nay as applicable when prompted as an equivalent to a show of hands when done in person. The reading of the minutes of the Annual General and Special Meeting of the shareholders held on June 24, 2025, will be dispensed with and the minutes will be taken as written and approved. The next item of business is the presentation of the company's financial statements and the auditor's report thereon for the years ended April 30, 2025 and 2024, I would suggest that matters arising related to such financial statements, copies of which have been made available to all shareholders via SEDAR+ be held in advance for the question-and-answer period, which will occur later. Per the meeting materials, may I please have a motion to fix the Board of Directors at 4 for the ensuing year.

I move that the Board of Directors be set at 4 for the ensuing year.

I second the motion.

All those in favor, please press Y for yay, otherwise please type N for nay and just use the chat function to do that, please? And we'll just give everybody a couple of seconds to do that. Thank you. I don't see any further additions in the chat. So that motion is carried. Thank you very much. The next one is the election of directors. The terms of office of all 4 incumbent directors are deemed to have expired today pursuant to the company's articles. The Management Information Circular dated November 7, 2025, contains the names of these 4 persons, each of whom are proposed for election at this meeting. They are: Sheila Leggett, Ryan Jackson, Larry Schafran, Peter MacKay. As the company has an advanced notice policy and no other nominations have been made pursuant to the articles of the company or the Business Corporations Act. That is the complete list of nominees.

I move that the 4 directors proposed for election be so elected for the ensuing year.

I second the motion.

As we did last time, would you please type Y for yay otherwise type N for nay using the chat icon. And again, we'll just take a break while the votes come in. I'm not seeing any more on the chat function. I declare that these nominated individuals have received the requisite number of votes cast at the meeting for their election in the ensuing year. They will hold office until the next Annual Meeting of the Shareholders of the company unless their office is earlier vacated in accordance with the articles of the company and the Business Corporations Act of British Columbia. The next item of business is the appointment of the company's auditor for the ensuing year, along with the remuneration to be paid to the auditor. May I have a motion to appoint MNP LLP as auditors for the ensuing year. I move that MNP LLP chartered accountants be appointed as the auditors of the company and remuneration to be set by the directors until the company's next Annual General Meeting of the shareholders or until such firm resigns or is removed from office as provided by law.

I second the motion.

Thank you very much. Again, please type Y for yay otherwise N for nay. And again, we'll give everybody a little bit of time. And I think everybody who's wanted to participate has. So that motion is carried. The next item of business is to consider and if deemed advisable, to pass with or without variation, an ordinary resolution of the shareholders of the company, reapproving the adoption of the company's previously approved rolling stock option plan, subject to minor amendments as set out in the circular.

I move that the resolutions reapproving the company's rolling stock option plan as set forth in the circular of the company dated November 7, 2025, be approved as written. And 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.

I second the motion.

Thank you. Again, all those in favor, please type Y for yay otherwise type N for nay. We don't see any further activity in the chat function. That motion is carried. Thank you very much. As there's no further business, I would request a motion to terminate this meeting.

I move that the meeting be terminated.

I second the motion.

Again, please type Y for yay or N for nay using the chat function. That motion is carried. That completes the formal portion of the Annual General Meeting. I will now turn it over to Ryan Jackson to say a few words and to conduct the question-and-answer period. Thank you very much for your attendance today and for your continued support.

Thank you, Sheila. So as Sheila mentioned, before we open up for questions, I just wanted to take a few minutes to give everyone and as much of an update as is maybe even a bit more of a contextual commentary around Cielo and that sort of thing. So -- and I want to start off by simply saying, thank you, first of all, to those who have joined today and want to wish everyone in advance a happy holidays as we come into the Christmas and other seasons that are part of this time of year. If you look back at companies like GFL, for example, in their early years, they didn't start out as multibillion-dollar platforms. And I referenced GFL because they are and were a controlling waste solutions company that was executing consistently and scaling replicable infrastructure. And the valuation came later as a result, not a goal. And today, GFL is roughly a $20 billion company because it stayed disciplined. And I want to make sure that we're clear. I'm not comparing Cielo or saying that Cielo is GFL. But what the outcomes are comparable on timing or scale and GFL is mature, fully built platform. And the reference about the playbook is not only the endpoint, but it's about the focus on waste solutions and early discipline works. The outcomes follow execution and not the other way around. Cielo has learned a lot over the years, and we're candid about that. One of the biggest learnings is that the infrastructure companies don't win by tying their identity to a single technology. They win by staying technology-neutral, deploying commercially proven solutions and focusing on the fundamentals that actually scale, feedstock security, site selection, permitting, partnerships and capital discipline. That's why today Cielo is deliberately technology neutral. We source third-party commercialized technology and focus our effort where value is really created. That approach reduces risk, increases repeatability and is the model that lenders, governments and long-term investors actually support and require. From there, sustainable aviation fuel or SAF becomes a rational outcome. It's not only the faith, demand is regulated, supply is constrained and policy support is very real. Airlines don't have optionality here. It's really what matters when you're building a long-life asset like we are in Prince George. Speaking of Prince George, Project Nexus reflects this thinking. Prince George works because the fundamentals work, feedstock density, infrastructure, workforce and alignment with provincial and federal programs that fund real projects. We're sequencing development properly using stage gates that will move from planning into execution without needing to reinvent itself along the way. So when we talk about where Cielo is headed, it's not about headlines or short-term noise. It's about building a durable waste-based infrastructure platform that can compound over time. If you get the fundamentals right, and that's exactly what we're looking to do, outcomes tend to look a lot less random. With that, I'll open up the floor to questions.

And certainly, raise your hand if you'd like to do it verbally or certainly type a message into the chat, and I'll read your question as it comes available. And it's okay if there aren't any questions, which means we're all going to have an earlier start to our day. But happy to take any questions. I'll pause now to wait to hear if there are any. Going once. Going twice. A third and final time. Okay. Well, with that, everyone, again, everyone, have a great Christmas, and I'll turn it back over to our share for any final words.

Ryan. Just want to thank the team. It's been a year of heavy lifting as everybody knows who follows Cielo and our path is exciting. And I want to thank everybody involved in making that happen. And to you, our shareholders, for your commitment to the vision that we have. And thank you very much for taking the time in this very busy time of the year to join our AGM. We very much appreciate your participation. Thanks very much, everybody. Bye-bye.