Cielo Announces Private Placement of Convertible Debenture Units for up to $5.0 Million to Advance Renewable Fuel Projects, Confirms Final Credit Facility Draw and Magazine Feature - Seite 3

The Company anticipates using the net proceeds of the Private Placement for the continued advancement of its renewable fuel projects, namely the wood byproduct to Bio-SynDiesel Project in Carseland, Alberta (the “Carseland Project”), which is currently undergoing front-end engineering and design, and the Company’s railway tie to Bio-Syndiesel project in Dunmore, Alberta (the “Dunmore Project”), as well as general working capital and corporate growth purposes. The Carseland Project will be situated adjacent to an existing synthetic fuel facility owned and operated by Rocky Mountain Clean Fuels Inc. (“RMCFI”), which deploys patented technology developed by Expander Energy Inc. (“Expander”).

The Company intends to close the Private Placement in one or more tranches throughout February and early March. Completion of the Private Placement is subject to the receipt of all required regulatory approvals, as applicable, including the approval of the Exchange. Finder's fees of cash and/or non-transferrable warrants may be paid in connection with the Private Placement in accordance with applicable laws. The Debentures and Warrants, as well as Conversion Shares and Warrant Shares, will be subject to a statutory hold period expiring on the date that is four months and one day after the corresponding Issue Date.

Credit Facility Update

As noted above, the Private Placement represents the Company’s intention to streamline the capital structure going forward by utilizing convertible instruments rather than traditional debt. With its final draw of $110,000 made under the previously announced senior secured loan with First Choice Financial Incorporated (“FCF”), Cielo’s aggregate outstanding balance will not exceed a principal amount of $2.6 million. Proceeds from the credit facility draw will be used primarily for general corporate purposes that support advancement of the Company’s projects in Carseland and Dunmore.

Magazine Feature

In concert with Expander, Cielo is very pleased to confirm that the two companies have been featured by Canadian Biomass Magazine within an article appearing in the Winter 2024 edition. Canadian Biomass Magazine is Canada’s premiere business media providing comprehensive coverage of the emerging Canadian biomass, bioenergy and bio-products markets, and is published six times per year by Canada’s largest independent business-to-business publisher, Annex Business Media, who serves over 60 markets.