Cielo Announces Closing of First Tranche of Private Placement of Convertible Debenture Units (2024)

Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF)(“Cielo” or the “Company”), arenewable fuel company leveraging market ready licensed technologyto produce low carbon fuel from wood by-products, is pleased toannounce the closing of the first tranche (“Tranche1”) of its previously announced non-brokered privateplacement offering of unsecured convertible debenture units of theCompany (collectively, the "Convertible DebentureUnits") at a price of C $1,000 per Convertible DebentureUnit for aggregate gross proceeds of up to C $5,000,000 (the"Private Placement"). The Company anticipates thatit will close subsequent tranches of the Private Placement in thecoming weeks.

“The closing of this first tranche of ourPrivate Placement represents a great start to reaching the targetedproceeds,” said Ryan Jackson, Cielo’s CEO. “I believe in a veryshort period of time the excitement around proceeding with theCarseland and Dunmore projects will allow us to achieve a fullsubscription of the offering.”

Each Convertible Debenture Unit is comprised of:(i) one unsecured convertible debenture (each, a"Convertible Debenture") in the principal amountof C $1,000.00 (the "Principal Amount")convertible into common shares of the Company (the "CommonShares" and each such Common Share, a "ConversionShare"); and (ii) 2,500 detachable share purchase warrants(each, a "Warrant") exercisable into Common Shares(each such Common Share, a “Warrant Share”). Theminimum subscription amount is C $20,000. Pursuant to the closingTranche 1, the Company issued 560 Convertible Debenture Units forgross proceeds of C $560,000, consisting of 560 ConvertibleDebentures and 1,400,000 Warrants.

The Principal Amount of the Debentures, togetherwith any accrued and unpaid interest, will mature and become dueand payable in cash on the date that is 24 months from the date ofissue of the Convertible Debenture Units (“IssueDate”), subject to earlier conversion or redemption (the"Maturity Date"). The Principal Amount owing underthe Debentures will accrue interest from the date of issuance at12.0% per annum on a 30/360 calendar basis, payable every six (6)months in cash, except the first payment will be made in November2024 and will consist of interest accrued from and including theIssue Date. As the Convertible Debentures will be unsecured debtobligations of the Company, each Convertible Debenture will ranksubordinate to all secured debt obligations of the Company.

The Principal Amount may be converted, for noadditional consideration, into Conversion Shares at the option ofthe holder of a Convertible Debenture (each, a“Holder”) at any time after the Issue Date at aconversion price (the “Conversion Price”) of $0.40per Conversion Share. However, the Company may force the conversionof the Convertible Debentures (the “ForcedConversion”), at the Conversion Price, in the event thatthe volume weighted average price of the Common Shares on theExchange is greater than C $1.00 for any ten (10) consecutivetrading days. In the event of a Forced Conversion, the Company willprovide notice to Holders by issuing a news release announcing thedetails of the Forced Conversion, including the date upon which theForced Conversion will occur. In addition, the principal amount ofthe Convertible Debentures may be redeemed by the Company at anytime without penalty.

Each Warrant will entitle the holder thereof topurchase one Warrant Share at a price of $0.70 per Warrant Sharefor a period of 24 months from the Issue Date. However, the Companymay accelerate the expiry of the Warrants (the “WarrantTerm Acceleration”) in the event that the volume weightedaverage price of the Common Shares on the Exchange is greater thanC $1.00 for any ten (10) consecutive trading days. In the event ofa Warrant Term Acceleration, the Company will provide notice toholders of the Warrants by issuing a news release announcing thedetails of the Warrant Term Acceleration, including the acceleratedexpiry date of the Warrants.

The Company anticipates using the net proceedsof the Private Placement for the continued advancement of itsrenewable fuel projects, namely the wood byproduct toBio-SynDiesel® Project in Carseland, Alberta (the“Carseland Project”), which is currentlyundergoing front-end engineering and design, and the Company’srailway tie to Bio-Syndiesel® project in Dunmore, Alberta (the“Dunmore Project”), as well as general workingcapital and corporate growth purposes. The Carseland Project willbe situated adjacent to an existing synthetic fuel facility ownedand operated by Rocky Mountain Clean Fuels Inc.(“RMCFI”), which deploys patented technologydeveloped by Expander Energy Inc.(“Expander”).

The Private Placement is subject to the receiptof all required regulatory approvals, as applicable, including thefinal approval of the Exchange. The Exchange has conditionallyapproved the Private Placement. Finder's fees of cash and/ornon-transferrable warrants may be paid in connection with thePrivate Placement in accordance with applicable laws. TheDebentures and Warrants, as well as Conversion Shares and WarrantShares, will be subject to a statutory hold period expiring on thedate that is four months and one day after the corresponding IssueDate. With respect to Tranche 1, no finder fees were paid and thestatutory hold period will expire on July 9, 2024.

None of the securities offered inthe Private Placement have been or will be registered under theU.S. Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an applicableexemption from the registration requirements. This press releaseshall not constitute an offer to sell or the solicitation of anoffer to buy nor shall there be any sale of the securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful.

ABOUT CIELO

Cielo Waste Solutions Corp. is fueling renewablechange with a mission to be a leader in the woodby-product-to-fuels industry by using environmentally friendly,economically sustainable and market-ready technologies. The processand technology does not use food as feedstock as we are proudlyadvancing our non-food derived model based on our exclusive licencein Canada for patented Enhanced Biomass to Liquids (EBTL™) andBiomass Gas to Liquids (BGTL™) technologies and relatedintellectual property, along with an exclusive licence in the USfor creosote and treated wood waste, including abundant railway tiefeedstock. We have assembled a diverse portfolio of projects acrossgeographic regions and secured the ability to leverage theexpertise of proven industry leaders. Cielo is committed to thegoal of producing renewable fuels from wood by-products thatcontribute to a cleaner fuel source and generating positive returnsfor our shareholders. Cielo shares are listed on the TSX VentureExchange (“TSXV”) under the symbol “CMC,” as wellas on the OTC Markets under the symbol “CWSFF.”

For further information please contact:

Cielo Investor Relations

Ryan Jackson,CEO
Phone: (403) 348-2972
Email: investors@cielows.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This news release contains certainforward-looking statements and forward-looking information(collectively referred to herein as “forward-looking statements”)within the meaning of applicable Canadian securities laws. Allstatements other than statements of present or historical fact areforward-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 bothknown and unknown risks, uncertainties, and other factors, many ofwhich are beyond the control of the Company, that may cause theactual results, level of activity, performance, or achievements ofthe Company to be materially different from those expressed orimplied by such forward looking statements. Forward-lookingstatements and information are based on plans, expectations andestimates of management at the date the information is provided andare subject to certain factors and assumptions. Cielois making forward looking statements, with respect to, but notlimited to: the Private Placement and the terms thereof, includingthe targeted gross proceeds, the use of proceeds, the minimumsubscription amount, the timing of closing of subsequent tranches,the terms of the Convertible Debenture Units, including theConvertible Debentures and Warrants, the hold period applicable tothe securities to be issued under the Private Placement, finderfees to be paid in connection with the Private Placement, theForced Conversion and the Warrant Expiry Acceleration, includingthe notice/announcements to be made in connection therewith; andthe location of the Carseland Project.

Investors should continue to review and considerinformation disseminated through news releases and filed by theCompany on SEDAR+. Although the Company has attempted to identifyimportant factors that could cause actual results to differmaterially from those contained in forward looking statements,there may be other factors that cause results not to be asanticipated, estimated or intended.

Forward-looking statements are not a guaranteeof future performance and involve a number of risks anduncertainties, some of which are described herein. Suchforward-looking statements necessarily involve known and unknownrisks and uncertainties, which may cause the Company’s actualperformance and results to differ materially from any projectionsof future performance or results expressed or implied by suchforward-looking statements. Any forward-looking statements are madeas of the date hereof and, except as required by law, the Companyassumes no obligation to publicly update or revise such statementsto reflect new information, subsequent or otherwise.