Cielo Waste closes $886,250 first tranche of financing

Executive Summary

• Cielo Waste Solutions Corp. closed the first tranche of its non-brokered private placement, issuing 17,725,000 units for gross proceeds of $886,250.
• The company also closed securities-for-debt transactions, settling approximately $1.97 million in outstanding indebtedness by issuing units and shares to creditors and insiders.
• Net proceeds from the private placement are designated for the development of a waste-to-hydrogen facility in British Columbia and the payment of a settlement agreement.

Key Details

• Private Placement (First Tranche):

  • Units Issued: 17,725,000 units.
  • Price: $0.05 per unit.
  • Gross Proceeds: $886,250.
  • Warrant Terms: Each unit includes one whole common share purchase warrant. Each warrant allows the purchase of one common share at $0.07 per share for a period of two years from issuance.
  • Hold Period: Securities are subject to a hold period expiring November 26, 2025.
  • Use of Proceeds: Development and early-stage engineering of the proposed waste-to-hydrogen facility in British Columbia (including regulatory/incentive applications) and general working capital, including ~$750,000 for a settlement agreement.
  • Related Party Transaction: Units were purchased by a corporation owned/controlled by Ryan Jackson (Director/Officer). Exemptions from MI 61-101 valuation and minority shareholder approval were relied upon as the transaction value does not exceed 25% of market capitalization.
  • Exchange Approval: Conditional approval received from TSX Venture Exchange.
  • Future Tranches: Company anticipates closing additional tranches on or before August 11, 2025.
  • Finders' Fees: None paid.

• Securities-for-Debt Transactions:

  • Total Debt Settled: $1,967,766.
  • Settlement with Creditors:
    • Units Issued: 33,523,323 units.
    • Price: $0.05 per unit.
    • Debt Settled: $1,676,156.
    • Warrant Terms: Each repayment unit includes one whole common share purchase warrant. Each warrant allows the purchase of one common share at $0.15 per share for a period of two years from issuance, expiring July 25, 2027.
  • Settlement with Insiders:
    • Shares Issued: 5,832,178 common shares.
    • Price: $0.05 per share.
    • Debt Settled: $291,609.
    • Warrants: No warrants issued to insiders.
  • Hold Period: Repayment securities subject to a hold period expiring November 26, 2025.
  • Exchange Approval: Conditional approval received; subject to final approval.
  • Related Party Transaction: Shares-for-debt transactions with insiders constitute related party transactions under MI 61-101. Exemptions from valuation and minority shareholder approval relied upon as value does not exceed 25% of market capitalization.

• Settlement Agreement Context:

  • The private placement proceeds include payment of ~$750,000 under a settlement agreement initially announced April 30, 2025, and amended/restated July 17, 2025.
  • A secured promissory note was issued for the outstanding amount, bearing 12% interest per annum, maturing October 31, 2025, and secured subject to exchange approval.