Cielo Announces Closing of Tranche of Private Placement Offering of Convertible Debenture Units and Announces Settlement of Debt
VANCOUVER, BC / ACCESSWIRE / December 6, 2019 / (CSE:CMC) Cielo Waste Solutions Corp. ("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 $437,000 in this tranche, for a combined total gross proceeds to date of $1,242,000.
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 to date pursuant to the Offering 1,242 Debentures, 621,000 Warrants, and 3,105,000 Prepaid Interest Shares. $15,000 of the gross proceeds were a conversion of existing debt of the Company. 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.
As an insider of the Company has participated in the Offering, the Offering is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relies on the exemption from valuation requirement pursuant to subsection 5.5(b) of MI 61-101, as the securities of the Company are not listed or quoted on an enumerated stock exchange, and the Company relies on the exemption from minority approval under subsection 5.7(b) of MI 61-101, as the securities of the Company are not listed or quoted on an enumerated stock exchange; and neither consideration received, nor the fair value of the securities distributed exceeds $2,500,000.
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. With respect to the $1,242,000 closed in the Offering to date, Cielo has paid $60,400 to finders and issued 644,000 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 has agreed to settle amounts owing to certain of its contractors for an aggregate of $112,280 by the issuance of 1,247,556 common shares at a deemed price per share of $0.09. The shares are subject to a statutory hold period of 4 months from the date of issue.
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, kerosene (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, 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 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 and the use of proceeds thereof as well as with respect to the settlement of debt. 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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