Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF)
(
“Cielo” or the
“Company”), a
waste-to-fuel environmental technology company, is pleased to
announce that it has received approval from the TSXV Venture
Exchange (the “
Exchange”) and completed the
settlement of the $4,500,000 principal outstanding on a secured
mortgage loan (the “
Mortgage
Loan”) initially obtained to acquire the Company’s
Fort Saskatchewan property, held by First Choice Financial
Incorporated (“
FCF”) and KV Capital Partners
(“
KV”), through the issuance of securities of the
Company (the “
Securities for Debt Transaction”),
the details and strategic benefits of which were disclosed in the
Company’s news release on February 23rd, 2023.
To extinguish the Mortgage Loan in full, Cielo
has issued 64,285,714 units (each a “Repayment
Unit”, collectively the
“Repayment Units”), at $0.07 per
Repayment Unit, each Repayment Unit consisting of one common share
of Cielo (each a “Repayment Unit
Share” and collectively the “Repayment
Unit Shares”) and one common share purchase
warrant (each a “Repayment Unit
Warrant” and collectively the
“Repayment Unit Warrants”), each
Repayment Unit Warrant exercisable for a period of 3 years upon
prior notice in accordance with the terms of the Warrants at CAD
$0.125 per common share (each a “Repayment
Warrant Share” and collectively the
“Repayment Warrant Shares”).
The Repayment Unit Shares and Repayment Warrants
are subject to a hold period, which will expire as to one third on
July 23, 2023, one third on August 23, 2023, and one third on
September 23, 2023.
As a result and conditions of the Securities for
Debt Transaction:
-
4,500,000 non-transferable bonus warrants (the
“2021 Bonus Warrants”), which had
been issued in August 2021 as part of a larger issuance of
12,000,000 non-transferable bonus warrants, exercisable at $1.00
per share, as an inducement for the Mortgage Loan, and 50,000,000
non-transferable bonus warrants (the “2022 Bonus
Warrants”), which had been issued in February 2022,
exercisable at $0.22 per share, as an inducement for a second
mortgage loan of $11,000,000 from FCF (the “Second Mortgage
Loan”), have been terminated, reducing the common shares
reserved for issuance by the Company by 54,500,000.
- The
Company’s properties in Fort Saskatchewan, Alberta (the “FS
Property”) and Aldersyde, Alberta (the “Aldersyde
Property”), which were both used as security for both the
Mortgage Loan and the Second Mortgage Loan, will be discharged as
security for the Mortgage Loan, and the Aldersyde Property will
also be discharged as security on the remaining Second Mortgage
Loan. As a result, the Second Loan will be secured by the FS
Property as well as a site-specific general security agreement. The
Aldersyde Property will no longer be subject to a mortgage or
otherwise be considered security for the Second Loan.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
of the Company in the United States nor shall there be any sale of
securities of the Company in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities described
herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, or the securities laws
of any state of the United States. Accordingly, any of the
securities described herein may not be offered or sold in the
United States or to U.S. persons unless an exemption from
registration is available.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
ABOUT CIELO
Cielo Waste Solutions Corp. was incorporated
under the Business Corporations Act (British Columbia) on February
2, 2011. Cielo is a publicly traded company with its shares listed
to trade on the TSX Venture Exchange (“TSXV”)
under the symbol “CMC,” on the Frankfurt Exchange
(“DAX”) under the symbol “C36”, as well as on the
OTC Venture Market (“OTCQB”), under the symbol
“CWSFF.” The Company’s strategic intent is to become a leading
waste-to-fuel company using economically sustainable technology
while minimizing the environmental impact. Cielo has a patented
process that can convert waste feedstocks, including organic
material and wood derivative waste, to fuel. Having demonstrated
its ability to produce diesel and naphtha from waste, Cielo’s
business model is to construct additional processing facilities.
Cielo’s objective is to generate value by converting waste to fuel,
while fueling the sustainable energy transition.
For further information please contact:
Cielo Investor Relations
Phone: (403)
348-2972 Email: investors@cielows.com
RB Milestone Group
LLC Email: cielo@rbmilestone.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
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, with respect to, but not limited to: the
discharge of security related to the Mortgage Loan and the partial
discharge of the Aldersyde Property in connection with the Second
Mortgage Loan; the hold period on the securities to be issued
pursuant to the Securities for Debt Transaction; and the eliminated
requirement to use the Aldersyde Property as security for any
loan.
Investors should continue to review and consider
information disseminated through news releases and filed by the
Company on SEDAR. 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, the Company
assumes no obligation to publicly update or revise such statements
to reflect new information, subsequent or otherwise. Neither the
TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV), nor OTCQB nor WKN, have reviewed, and
do not accept responsibility for the adequacy or accuracy of, the
content of this news release.
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