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Cielo Announces Private Placement Offering of Units and Settlement of Debt





Vancouver, British Columbia, Canada  - TheNewswire - November 20, 2020 - (CSE:CMC) (OTCQB:CWSFF) (CNSX:CMC.CN) Cielo Waste Solutions Corp. (“CIELO” or the “Company”) announces a non-brokered private placement offering (the “Offering”) of a targeted minimum of 12,500,000 and up to 25,000,000 million units (“Units”) at $0.08 per Unit for targeted minimum gross proceeds of $1,000,000 and up to $2,000,000.

 

Each Unit is comprised of one common share (“Common Share”) and one full warrant (“Warrant”), each Warrant having an exercise price of $0.12 and an expiration date of 36 months from the date of issuance. Notwithstanding the foregoing, in the event that Cielo’s Common Shares trade at $0.20 or above for 5 consecutive trading days, Cielo will have the right to issue a notice to the holders that the term of the Warrants has been reduced to 30 days from the date of such notice. Any Warrants that have not been exercised on or before such 30-day period will automatically expire.  The Company may increase or decrease the size of the Offering in its sole discretion.

 

The proceeds of the Offering will be used to continue commissioning and upgrades of Cielo’s first commercial renewable diesel facility, as well as for general working capital.

The Offering will be non-brokered, but the Corporation may, as determined in its sole discretion, pay reasonable customary brokers’ and/or finders’ fees, as applicable, in connection with the completion of the Offering. Closing will occur in one or more stages in the sole discretion of the Company.  All securities issued pursuant to the Offering will be subject to applicable resale restrictions.

 

Cielo is pleased to announce that it has closed the first tranche of the Offering (the “First Tranche”).  A total 6,315,000 Units were issued pursuant to the First Tranche for gross proceeds of $505,200. $75,200 of such gross proceeds were settlement of indebtedness owing to an arm’s length third party.   The Units are subject to a four month hold period from the date of issuance.  Cielo also paid $34,400 in finder fees and issued 430,000 non-transferable finder warrants, exercisable at $0.12 for 36 months from the date of issuance.

 

Don Allan, President and CEO of Cielo, stated “We believe it is in the best interest of Cielo and its stakeholders to complete a smaller equity financing at this time to finance operations and construction while we actively pursue other forms of non-dilutive financing until we achieve revenues.”

DEBT SETTLEMENT:

 

The Company has also agreed to settle indebtedness with arm’s length third parties in an aggregate amount equal to $197,850.00 (the “Debt Settlement”).  CIELO intends to issue Common Shares to such third parties at $0.10 per share for an aggregate of 1,978,500 Common Shares.  All Common Shares to be issued pursuant to the Debt Settlement will be subject to a statutory four month hold period.

 

On behalf of the Board of Directors of the Company,

Cielo Waste Solutions Corp.

“Don Allan”
Don Allan, President/CEO/Director

Investor Relations (Canada)       

Lionel Robins (780) 832-6810                               
lionel@renewableu.ca                                       

                                                                                                               

Public Relations

Raphael Bohlmann (780) 876-7786

raphael@branduagency.ca

 

Investor Relations (USA)

RBMG (RB Milestone Group, LLC)

Trevor Brucato, Managing Director

New York, NY & Stamford, CT

rbmilestone@cielows.com

 

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, naphtha and kerosene (aviation jet and marine fuels). Cielo’s proven and patented technology is currently being deployed in the Company’s Aldersyde Facility, Alberta, 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 a “JV Facility”, collectively the “JV Facilities”). 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.

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 related to the Offering, including anticipated gross proceeds, number of securities to be issued, and use of Proceeds, as well as the Debt Settlement, including the issuance of the Common Shares pursuant thereto. 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.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.