/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, June 15,
2022 /CNW/ - Cielo Waste Solutions Corp. (the
"Company" or "Cielo") (TSXV: CMC) (OTCQG: CWSFF)
today announced that it has filed a preliminary short form
prospectus with the securities regulatory authorities in each of
the provinces of British Columbia,
Alberta and Ontario in connection with an marketed
offering (the "Offering") of 121,428,571 units (the
"Units") at a price of $0.07
per Unit for gross proceeds of $8,500,000. Echelon Wealth Partners Inc. (the
"Agent") will act as agent for the Offering on a
commercially reasonable "best efforts" basis.
Each Unit consists of one common share (a "Common Share")
and one full share purchase warrant (a "Warrant"). Each
Warrant shall be exercisable to acquire one common share of the
Company (a "Warrant Share") at a price of $0.09 for a period of 60 months following the
Closing Date.
The Agent has been granted an option to offer for sale up to an
additional 15% of the securities sold pursuant to the Offering (the
"Over-Allotment Option"), exercisable in whole or in part,
to purchase Units, Common Shares or Warrants, or any combination
thereof, on the same terms as the Offering for market stabilization
purposes and to cover overallotments, within 30 days of the date of
closing of the Offering. Closing of the Offering is subject to a
number of conditions, including without limitation, receipt of all
regulatory approvals. There can be no assurance as to whether
or when the Offering will be completed.
As consideration for their services, the Company will pay a fee
in connection with the Offering, including: (i) a cash commission
equal to 7.0% of the aggregate gross proceeds received from the
sale of the Offering (including from the exercise of the
Over-Allotment Option), excluding any securities issued to
purchasers on the president's list (the "President's List"),
in respect of which the cash fee payable by the Company shall be
3.5% of the aggregate gross proceeds received from such President's
List purchasers, and (ii) an aggregate number of warrants (the
"Agent Warrants") equal to 7.0% of the aggregate number of
the securities sold in the Offering, excluding any securities
issued to purchasers on the President's List, in respect of which
the Agent Warrants issued by the Company shall be 3.5% of the
aggregate number of securities issued to such President's List
purchasers. Each Agent Warrant shall be exercisable into Units at
an exercise price of $0.07 for a
period of 60 months following the Closing Date (as defined
below).
The Company intends to use the proceeds of the Offering for
capital and equipment costs relating to the R&D Facility,
additional research and development expenditures, expenses related
to the Offering, and for other general corporate purposes.
The Offering is expected to close on or about July 6, 2022 (the "Closing Date"), or such
other date as the Company and the Agent may agree.
The closing of the Offering shall be conditional upon, among
other things, the Common Shares the Warrant Shares and the Common
Shares issuable upon exercise of the Agents Warrants (including
those issued or issuable pursuant to the exercise of the
Over-Allotment Option, if any) being listed for trading on the TSX
Venture Exchange (the "TSXV"). The Company intends to list
the Warrants on the TSXV (including those Warrants issued pursuant
to the exercise of the Over-Allotment Option, if any and any
Warrants issuable pursuant to the exercise of the Agent Warrants)
on or after the Closing Date, subject to the Company fulfilling the
listing requirements of the TSXV.
First Choice Financial, and certain members of the Cielo board
of directors and management team are expected to participate in the
Offering.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United
States. Such securities have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state
securities laws, and, accordingly, may not be offered or sold
within the United States, or to or
for the account or benefit of persons in the United States or "U.S. Persons", as such
term is defined in Regulation S promulgated under the U.S.
Securities Act, unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption from
such registration requirements.
The preliminary short form prospectus is available on SEDAR at
www.sedar.com.
Company Contact:
Ryan
Jackson, Interim Chief Executive Officer
Email: rjackson@cielows.com
Website: www.cielows.com
ABOUT CIELO
Cielo Waste Solutions Corp. was incorporated under the Business
Corporations Act (British
Columbia) on February 2, 2011.
Cielo is a publicly traded company with its shares listed to trade
on the Exchange under the symbol "CMC," on the Frankfurt Exchange
("DAX") under the symbol "C36", as well as on the OTC
Venture Market ("OTCQB"), under the symbol "CWSFF." The
Company's strategic intent is to become one of the leading
waste-to-fuel environmental technology companies using its
environmentally friendly, economically sustainable technology.
Cielo has a patented process that can convert waste feedstocks,
including plastics, rubber, organic material, and wood derivative
waste to fuel. Cielo's business model is to source waste feedstocks
from industrial producers and other suppliers and convert the
feedstocks into fuels. Having demonstrated its ability to produce
diesel and naphtha from waste, Cielo plans to further enhance its
Aldersyde Facility and to construct additional facilities that will
convert waste feedstocks to energy fuels, including diesel,
naphtha, and kerosene. The diesel from Cielo's distillate could be
used in diesel engines. Kerosene could be suitable for aviation or
marine jet fuel, and naphtha could be used to assist in
transporting heavy oil. Cielo's objective is to generate value from
converting waste to fuel while ridding the world of unwanted and
problematic waste.
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, with respect to, but not limited to: corporate goals
and objectives associated with both the Aldersyde Facility and the
R&D Facility; the anticipated closing of the Offering; the
listing of the Common Shares and Warrants on the TSXV; the revised
Company budget and the associated funding thereof.
Investors should continue to review and consider information
disseminated through news releases and filed by the Company on
System for Electronic Document Analysis and Retrieval ("SEDAR").
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, the Company assumes no obligation to
publicly update or revise such statements to reflect new
information, subsequent or otherwise. Neither the TSXV nor its
Regulation Services Provider (as that term is defined in the
policies of the TSXV), no OTCQB nor WKN, have reviewed, and do not
accept responsibility for the adequacy or accuracy of, the content
of this news release.
SOURCE Cielo Waste Solutions Corp.