VANCOUVER, BC / ACCESSWIRE / February 7, 2020 / Cielo Waste Solutions Corp. (CMC.CN)(CWSFF) ("Cielo" or the "Company") announces that it has closed another tranche of its private placement offering (the "Offering") of unsecured convertible debenture units (the "Unit(s)"), raising gross proceeds of $690,000 in this tranche, for a combined total gross proceeds of $2,532,000 to date pursuant to the Offering.
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 in aggregate to date of 2,532 Debentures, 1,266,000 Warrants, and 6,330,000 Prepaid Interest Shares. The net proceeds of the Offering have been and will continue to be used to complete the commissioning of 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 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. With respect to the $2,532,000 closed to date, Cielo has paid $147,600 to finders and issued 1,330,000 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.
SHARES FOR DEBT
In addition to the Offering, Cielo agreed to settle $70,800 of indebtedness by the issuance of 885,000 common shares at a deemed price per share of $0.08. The shares are subject to a statutory hold period of 4 months from the date of issue.
HIRING OF INVESTOR RELATIONS
Cielo is pleased to announce it has retained Alliance Capital Partners ("Alliance") to provide investor relations services. Alliance will be supporting Cielo with releasing information, handling shareholder communications strategy, communicating with Investment Advisors and potential institutional investors, promoting the corporate image of Cielo and providing feedback to management. Under the terms of the agreement, Alliance will receive $6,500 per month. The agreement is effective February 1, 2020 and will continue for a period of 6 months, with an option for renewal, unless terminated by either party providing one-month's written notice. There are no performance factors contained in the agreement.
For approximately the last 5 weeks, the Aldersyde Refinery has been operating full-time, on a continuous-flow basis, producing renewable naphtha and diesel from wood biomass, which has been a major achievement for Cielo. The Aldersyde Refinery continues to produce at approximately 100 liters per hour and the Company has not yet increased the rate of production as it first wishes to improve the reactor and waste recovery process. The electric heat that was added to the exterior of the reactor is working extremely well, however, Cielo is determining the best method by which to uniformly heat the fluid inside the reactor. Cielo has hired a third-party engineering firm to work on designing a mixer for the reactor, which is anticipated to resolve any such issues. Optimization of the waste recovery process is also being addressed by the third-party engineering firm. Fabrication of the recommended design changes are underway and are anticipated to be completed in the near future.
Although the final decision to select the optimal desulfurization process has not yet been made, Cielo is in discussion with potential buyers that have expressed interest in purchasing all of the renewable fuels that can be produced at the Aldersyde Refinery with higher sulfur levels, which would allow for the sale of renewable fuels without completing the desulfurization aspect of Cielo's technology. Both Cielo and the potential buyers are conducting lab tests to confirm that the Company's renewable fuels being produced meet or exceed the required specifications.
Cielo is continuing to work with the Alberta Government to secure amendments to the Company's operating permit to allow additional waste feedstocks to be utilized in the Aldersyde Refinery.
Don Allan, President & CEO of Cielo, stated "We are extremely pleased to be up and running on a continuous flow-basis, albeit at low production volumes, while we wait for our fabricators to finish building and deliver the newly designed pieces of equipment. The extreme cold weather we experienced turned out to be an excellent way to stress test our proprietary processes. When the production dropped off, we were able to identify areas that needed minor design changes that our contractors were able address without having to do any shutdowns. We are pleased with the response we are receiving from the industry for our renewable diesel, even with the higher sulfur levels."
On behalf of the Board of Directors of the Company.
Cielo Waste Management Corp.
Don Allan, President / CEO / Director
Alliance Capital Partners
RB Milestone Group, LLC
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 energy 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, kerosene (aviation jet fuel) 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 currently 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 and Lethbridge, Alberta, and Nova Scotia. Each JV Refinery is projected to cost approximately $50M to build, commission and place on production. Cielo will be the general contractor and operator of all 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 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 completion of operation of the Aldersyde Refinery and the potential sale of its desulfurized product. 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 Press Release.
SOURCE: Cielo Waste Solutions Corp.
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