Cielo Closes Private Placement Financing Previously Announced in Connection with Strategic Asset Acquisition

Executive Summary

• Cielo Waste Solutions Corp. closed a non‑brokered private placement of 16,666,667 Units at $0.06 per Unit, raising $1 million in gross proceeds.
• Each Unit consists of one common share and one warrant to purchase an additional share at $0.15 for 48 months.
• Net proceeds will be used for general corporate and working‑capital purposes and to advance Project Nexus; no funds are allocated to the pending acquisition of assets from Canadian Discovery Ltd.

Key Details

• Financing Structure: 16,666,667 Units @ $0.06 per Unit → Gross proceeds: $1,000,000.
• Unit Composition: 1 common share + 1 whole‑share purchase warrant.
• Warrant Terms: Right to acquire one additional common share at $0.15 per share for a period of 48 months from issuance date.
• Placement Method: Private placement under Canadian prospectus exemptions; securities subject to statutory hold period and conditional TSX Venture Exchange approval.
• Use of Proceeds: General corporate and working‑capital needs; support ongoing project development activities, including Project Nexus and the Nexus Platform. No proceeds will fund the purchase price for the proposed acquisition with CDL.
• Related Party Participation: Principals of Canadian Discovery Ltd. and certain Cielo insiders participated; transaction qualifies as a “related party transaction” under MI 61‑101 but did not exceed 25 % of market capitalization, allowing exemption from formal valuation and minority shareholder approval.
• Proposed Acquisition Status: Remains subject to negotiation of definitive agreements, customary closing conditions, and receipt of all required regulatory approvals (including Exchange approval).
• Regulatory Notices: The release is not an offer or solicitation in the United States; securities are not registered under U.S. law.

Notable Quotes

• “The net proceeds of this financing will support our ongoing project development activities, including work related to Project Nexus, while we continue to advance our strategic acquisition discussions with Canadian Discovery Ltd.” – Ryan C. Jackson, CEO, Cielo Waste Solutions Corp.