Cielo Announces Closing of Second Tranche of Private Placement of Convertible Debenture Units

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CALGARY, Alberta, April 05, 2024 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF) (“Cielo” or the “Company”), a renewable fuel company leveraging market ready licensed technology to produce low carbon fuel from wood by-products, is pleased to announce the closing of the second tranche (“Tranche 2”), for gross proceeds of C $1,480,000, of its previously announced non-brokered private placement offering of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units") at a price of C $1,000 per Convertible Debenture Unit for aggregate gross proceeds of up to C $5,000,000 (the "Private Placement"). The Company intends to continue to offer the Convertible Debenture Units on the same terms and close one or more subsequent tranches during the month of April 2024.

Each Convertible Debenture Unit is comprised of: (i) one unsecured convertible debenture (each, a "Convertible Debenture") in the principal amount of C $1,000.00 (the "Principal Amount") convertible into common shares of the Company (the "Common Shares" and each such Common Share, a "Conversion Share"); and (ii) 2,500 detachable share purchase warrants (each, a "Warrant") exercisable into Common Shares (each such Common Share, a “Warrant Share”). The minimum subscription amount is C $20,000. Pursuant to the closing of Tranche 2, the Company issued 1,480 Convertible Debenture Units for gross proceeds of C $1,480,000, consisting of 1,480 Convertible Debentures and 3,700,000 Warrants.

The Principal Amount of the Debentures, together with any accrued and unpaid interest, will mature and become due and payable in cash on the date that is 24 months from the date of issue of the Convertible Debenture Units (“Issue Date”), subject to earlier conversion or redemption (the "Maturity Date"). The Principal Amount owing under the Debentures will accrue interest from the date of issuance at 12.0% per annum on a 30/360 calendar basis, payable every six (6) months in cash, except the first payment will be made in November 2024 and will consist of interest accrued from and including the Issue Date. As the Convertible Debentures will be unsecured debt obligations of the Company, each Convertible Debenture will rank subordinate to all secured debt obligations of the Company.