Cielo Announces Closing of First Tranche of Unit Offering and Closing of Securities for Debt Transactions
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CALGARY, Alberta, July 28, 2025 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV:CMC, OTC:CWSFF) ("Cielo" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of its non-brokered private placement offering (the "Offering") of up to 60,000,000 units (each a "Unit, collectively the "Units") at a price of $0.05 per Unit, initially announced on May 13, 2025, as well as the closing of its previously announced Securities for Debt Transactions (as defined below), initially announced on May 16, 2025.
Private Placement, First Tranche Closing
Under the First Tranche, 17,725,000 Units were issued for gross proceeds of C $886,250. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one whole Common Share purchase warrant (each, a "Warrant") of the Company, each Warrant entitling the holder thereof to purchase one Common Share at a price of $0.07 per Common Share for a period of two (2) years from the date of issuance.
The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the First Tranche are subject to a hold period expiring November 26, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange"). The Offering has received conditional approval from the Exchange. The Company anticipates closing one or more additional tranches on or before August 11, 2025. No finder fees were paid in connection with the First Tranche.
Net proceeds of the Offering are anticipated to be used for the development and early-stage engineering of the Company's proposed waste-to-hydrogen facility in British Columbia (the "BC Facility"), including regulatory and incentive application work, as well as general working capital purposes, including the payment of approximately $750,000 ("Outstanding Amount") under the terms a settlement agreement initially announced on April 30, 2025, which was thereafter amended and restated (the "Amended Settlement Agreement"), as announced on July 17, 2025. Under the terms of the Amended Settlement Agreement, the Company issued secured promissory note (the "Note") for Outstanding Amount. The Note is subject to interest at a rate of 12% per annum and matures on October 31, 2025, and is secured subject to the approval of the Exchange.
The purchase of Units by a corporation owned or controlled by Ryan Jackson, a director and officer of the Company, constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"). The Company will rely upon the exemptions ...
