Cielo Raises $250,000 in Sixth Tranche of Private Placement Offering of Convertible Debenture Units and Agrees to Extension to Enter into Definitive JV Agreements
Vancouver, British Columbia, Canada - TheNewswire - June 30, 2020 - (CSE:CMC) (CNSX:CMC.CN) (OTC:CWSFF) Cielo Waste Solutions Corp. ("CIELO" or the "Company") announces that it has raised $250,000 in gross proceeds in the sixth tranche ("Sixth Tranche") of its private placement offering ("Offering") of convertible debenture units (the "Unit(s)"), initially announced on March 30, 2020. A total of $1,926,642 has now been raised in the Offering, exceeding the targeted minimum amount of CAD $500,000.
Each Unit consists of one (1) $1,000 unsecured convertible debenture (the "Debenture(s)") plus 7,500 share purchase warrants (the "Warrant(s)"). The Debentures bear interest at a simple rate of 15% per annum with the initial three (3) years of interest to be prepaid (the "Prepaid Interest") on the date of issuance of the Debentures (the "Issue Date") by the issuance of common shares (the "Prepaid Interest Shares") at a price of $0.07 per Prepaid Interest Share. The principal of the Debentures (the "Principal") together with all accrued interest exceeding the Prepaid Interest (the "Interest Balance") will be repaid 48 months from the Issue Date unless repaid earlier by CIELO without penalty or converted by the holder(s) thereof, any time after four months and a day following the Issue Date at a price of $0.05 for the Principal and at $0.07 for the Interest Balance.
Each Warrant has a term of 48 months from the Issue Date (the "Warrant Term") and an exercise price of $0.07 per common share, subject to acceleration in the event that the common shares of CIELO, listed on a recognized stock exchange, trade at $0.15 or higher for at least five (5) consecutive trading days, in which event CIELO may provide a notice to holders that the Warrant Term will terminate 30 days from the date of notice.
Although the Offering is non-brokered, the Company may, as determined in its sole discretion, pay reasonable customary brokers' and/or finders' commissions in connection with the completion of the Offering of up to 8% in cash of the gross proceeds raised by such broker(s)/finder(s) and issue finder warrants (the "Finder Warrants") of up to 8% of the total number of common shares that would be issued to subscribers introduced to the Company by such broker(s)/finder(s), if 100% of the Principal under the subject Debentures is converted. The Finder Warrants have a 48-month term from the date of issue and an exercise price of $0.07 per share.
There may be additional tranches of the Offering, anticipated to close on or prior to August 6, 2020. At the discretion of the Company, the Offering may be extended and/or increased, subject to approval from the Canadian Securities Exchange as applicable. Net proceeds of the Offering will be used to scale-up production of high-grade renewable fuel at the Company's green waste to renewable fuel facility in Aldersyde, Alberta (the "Aldersyde Facility"), as well as for general working capital purposes.
A total 250 Units were issued pursuant to the Sixth Tranche for gross proceeds of $250,000, including 1,8750,000 Warrants and 1,607,143 Prepaid Interest Shares. Pursuant to the Sixth Tranche, the Company also issued 400,000 Finder Warrants and paid $20,000 in cash commissions. To date, 1,926.62 Units have been issued for gross proceeds of $1,926,642.
All securities issued pursuant to the Offering are subject to a statutory four month hold period.
UPDATE ON JOINT VENTURE AGREEMENTS
Cielo and Renewable U Grande Prairie Inc., Renewable U Medicine Hat Inc., Renewable U Halifax Inc., Renewable U Lethbridge Inc. and Seymour Capital Incorporated, (collectively the "JV Companies") have agreed to extend the deadline by which they will enter into the previously announced joint venture agreements to 90 days after Cielo has reached 500 liters per hour of continuous production. These agreements will govern the building and operation of the first five facilities to be placed on production in the agreed territories in Alberta, Nova Scotia and Ontario ("JV Facilities"). Prior to being shut down for COVID 19, the Aldersyde Facility was operating on a continuous-flow basis at low production volumes to identify how to resolve bottlenecks. Over the past few months, Cielo has been working with personnel from a third party engineering firm, who have re-designed a number of the pieces of equipment and streamlined processes that are currently being implemented for the purposes of enhancing the Company's proprietary processes and increasing production volumes.
Don Allan, President and CEO of Cielo, stated "Cielo utilized the down time to further work on improvements to the process and management believes that these improvements will see volumes reach approximately 1,000 lph during the resumption of the commissioning phase.
Raphael Bohlmann, President of Renewable U Energy Inc., which represents four of the five JV Companies, stated "We are still moving each location forward while allowing Cielo the time it needs to complete the improvements at Aldersyde that will demonstrate how we can scale production to 4,000 liters per hour in each one of our facilities. The Medicine Hat location is now working towards permits, while Grande Prairie and Nova Scotia are narrowing down the ideal locations. We are all very hard at work to move these facilities forward as quickly as possible."
On behalf of the Board of Directors of the Company,
Cielo Waste Solutions Corp.
Don Allan, President/CEO/Director
RB Milestone Group, LLC
Trevor Brucato, Managing Director
New York, NY & Stamford, CT
About Cielo Waste Solutions Corp.
Cielo Waste Solutions Corp. is a publicly traded company with its shares listed to trade on the Canadian Securities Exchange ("CSE") under the symbol "CMC", as well as OTC Markets Group, on the OTCQB, under the symbol "CWSFF". CIELO is a waste to renewable fuel company with a game changing technology engineered to help solve the world's garbage crisis. CIELO's technology transforms landfill garbage into renewable high-grade diesel and kerosene (aviation jet fuel). CIELO's proven and patent-pending technology is currently being deployed in the Company's Aldersyde, Alberta Facility, where wood waste is currently being converted into renewable fuels.
CIELO is headquartered in Alberta, Canada with plans to build and operate green facilities across North America as well as globally.
CIELO has already begun expanding its footprint by signing multiple Memorandums of Understanding pursuant to which third parties are in negotiation with CIELO to build, at no cost to CIELO, Joint Venture Renewable Diesel Facilities in Grande Prairie, Calgary, Medicine Hat and Lethbridge, Alberta as well as in Nova Scotia. Each JV Facility is projected to cost approximately $50 million to build, commission and place on production. CIELO will be the general contractor and operator of all the proposed JV Facilities. The feedstock that will be used in the Company's green facilities is the world's most available and inexpensive feedstock - garbage; including household, commercial/ construction/demolition garbage, used tires, railway ties and telephone poles as well as all types of plastic that currently cannot be recycled.
This News Release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.
Forward-looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. CIELO is making forward looking statements related to the Offering, completion and operation of the Aldersyde Facility, completion of the JV Agreements and progress on the JV Facilities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, neither the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise. The CSE and the OTCQB have not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.