Cielo Waste Solutions Corp. announced a non-brokered private placement of 2,870 unsecured convertible debenture units at a price of CAD 1,000 per convertible debenture unit for gross proceeds of up to CAD 2,870,000 on June 24, 2024. Each convertible debenture unit will be comprised of one unsecured convertible debenture in the principal amount of CAD 1,000 convertible into common shares of the company and each such common Share and 2,500 detachable share purchase warrants exercisable into common shares.

The minimum subscription amount will be CAD 20,000. The Principal amount of the debentures, together with any accrued and unpaid interest, will mature and become due and payable in cash on the date that is 24 months from the date of issue of the convertible debenture units, subject to earlier conversion or redemption. The Principal amount owing under the debentures will accrue interest from the date of issuance at 12% per annum on a 30/360 calendar basis, payable every six months in cash, except the first payment will be made in November 2024 and will consist of interest accrued from and including the Issue Date.

The Principal amount may be converted, for no additional consideration, into conversion shares at the option of the holder of a convertible debenture at any time after the issue date at a conversion price of CAD 0.40 per conversion share. Each warrant will entitle the holder thereof to purchase one warrant share at a price of CAD 0.70 per warrant share for a period of 24 months from the issue date. The company intends to close the Private Placement in one or more tranches throughout June and July 2024.

Completion of the Private Placement is subject to the receipt of all required regulatory approvals, as applicable, including the approval of the Exchange. Finder's fees of cash and/or non-transferrable warrants may be paid in connection with the Private Placement in accordance with applicable laws. The Debentures and Warrants, as well as Conversion Shares and Warrant Shares, will be subject to a statutory hold period expiring on the date that is four months and one day after the corresponding issue date.