Cielo Announces Closing Initial Tranche of Private Placement Offering of Convertible Debenture Units and Provides Production Update

VANCOUVER, BC / ACCESSWIRE / November 1, 2019 / (CSE:CMC) Cielo Waste Solutions Corp. (“Cielo” or the “Company”) is pleased to announce that it has closed the initial tranche of its private placement offering (the “Offering”) of unsecured convertible debenture units (the “Unit(s)”), raising gross proceeds of $505,000, exceeding its targeted minimum of CAD $500,000.

Each Unit consists of one (1) $1,000 unsecured convertible debenture (the “Debenture(s)”) and 500 share purchase warrants (the “Warrant(s)”). The Debentures bear interest at a simple rate of 15% per annum, the initial two (2) 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 $0.12 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 $0.08 for the Principal and $0.12 for the Interest Balance.

Each Warrant will be exercisable for a term of 48 months from the Issue Date (the “Warrant Term”) at an exercise price of $0.25 per share, subject to acceleration in the event that the common shares of Cielo listed on a recognized stock exchange trade at $0.50, 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.

Cielo has issued 505 Debentures, 252,500 Warrants, and 1,262,500 Prepaid Interest Shares.

The Offering will remain open until November 15, 2019 or such earlier or later date as determined by Cielo, subject to CSE approval. Net proceeds of the Offering will be used additional construction required to be completed to the Company’s refinery in Aldersyde, Alberta (“Aldersyde Refinery”), as well as for general working capital.

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% of the gross proceeds raised by such broker(s)/finder(s) and up to 8% of the total number of common shares that would be issued to subscribers introduced by such broker(s)/finder(s) if 100% of the Principal under the Debentures is converted. Cielo has paid $10,000 to finders and issued 25,000 finder warrants, exercisable at $0.12 per share for 48 months from the date of issuance.

All securities issued pursuant to the Offering are subject to a statutory 4 month hold period.

Production Update

The Aldersyde Refinery is continuing to produce distillate. Once approximately 120,000 liters of distillate have been produced, which is anticipated to be within the next two weeks, the Aldersyde Refinery will use the distillate to begin producing renewable naphtha and renewable diesel fuel concurrently on a continuous-flow basis. The Company has not yet increased the hourly production volume of distillate so as to make sure that the Aldersyde Refinery continues to operate without any issues while the operational team integrates all the of the production processes with the newly installed software. It is still management’s goal to ramp up the production to 1,000 liters/hour, then up to 2,000 liters/hour in the 2nd phase.

Join Cielo shareholders on 8020 Connect: http://connects.digital/cielo1

On behalf of the Board of Directors of the Company.

Cielo Waste Management

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

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”. Cielo is a waste to renewable energy company with a game changing technology engineered to help solve the world’s garbage crisis. Cielo’s technology transforms landfill garbage into renewable diesel and naphtha fuels. Cielo’s proven and patent-pending technology is currently being deployed in the Company’s Aldersyde, Alberta green refinery where wood waste is being converted into renewable fuels.

Cielo is headquartered in Alberta, Canada with plans to build and operate green refineries across North America and 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 Refineries in Grande Prairie, Calgary, Medicine Hat, Brooks and Lethbridge, Alberta. Each JV Refinery is projected to cost approximately $25M +/- to build, commission and place on production. Cielo will be the general contractor and operator of all of the proposed JV Refineries. The feedstock that will be used in the Company’s green refineries is the world’s most available and inexpensive feedstock – garbage; including household, commercial/construction/demolition garbage, used tires, railway ties, 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 and the use of proceeds thereof. 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 has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this Press Release.

SOURCE: Cielo Waste Solutions Corp.

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