CALGARY, Alberta, March 23, 2023 (GLOBE NEWSWIRE) — 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.
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: [email protected]
RB Milestone Group LLC
Email: [email protected]
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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