In This Article:
CALGARY, Alberta, Jan. 20, 2025 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV:CMC; OTC PINK:CWSFF) (“Cielo” or the “Company”) announces the anticipated settlement of an aggregate $1,622.413.10 (the “Aggregate Debt Amount”) in debt by way of share issuance (each a “Shares for Debt Transaction”, collectively the “Shares for Debt Transactions”), subject to the approval of the TSX Venture Exchange (the “Exchange”). The Company intends to issue a total of 15,451,545 (subject to rounding) common shares (the “Repayment Shares”) at a price of $0.105 per share.
The Company has executed agreements with certain of its creditors to issue 14,480,856 of the Repayment Shares at a price of $0.105 per share to settle $1,520,490.67 of the Aggregate Debt Amount. In addition, Cielo intends to execute an agreement on the same or substantially similar terms with an Insider of the Company (as that term is defined by the policies of the Exchange) to settle the balance ($101,922.43) of the Aggregate Debt Amount by the issuance of 970,689 Repayment Shares at a price of $0.105 per share.
The Shares for Debt Transaction with the Insider (the “Insider Transaction”) is considered to be a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5 (a) and 5.7(1) (a), as the fair market value of the Insider Transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
The Shares for Debt Transactions are subject to the approval of the Exchange. Upon approval and issuance, the Repayment Shares will be subject to a hold period of 4 months.
The Company also would like to make a correction to a news release issued on April 29, 2024 regarding prior shares for debt transactions (the “Prior Transactions”) for the settlement of $25,184 of the Company’s debt (the “Prior Debt”). The news release had stated $0.32 as the share price at which shares would be issued to settle the Prior Debt, whereas the correct share price is $0.31.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ABOUT CIELO
Cielo is fueling renewable change with a mission to be a leader in the wood by-product-to-fuels industry by using environmentally friendly, economically sustainable and market-ready technologies. We are proud to advance our non-food derived model based on our exclusive licence in Canada for patented Enhanced Biomass to Liquids (EBTL™) and Biomass Gas to Liquids (BGTL™) technologies and related intellectual property, along with an exclusive licence in the US for creosote and treated wood waste, including abundant railway tie feedstock. We have assembled a diverse portfolio of projects across geographic regions and secured the ability to leverage the expertise of proven industry leaders. Cielo is committed to helping society ‘change the fuel, not the vehicle’, which we believe will contribute to generating positive returns for shareholders. Cielo shares are listed on the TSX Venture Exchange under the symbol “CMC,” as well as on the OTC Pink Market under the symbol “CWSFF.”