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CALGARY, Alberta, Nov. 10, 2025 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV: CMC; OTCQB: CWSFF) (“Cielo” or “Company“) is pleased to announce that it has closed a tranche of its non-brokered private placement offering (“Offer“) up to 40,000,000 units (each “Unitin total “Units“) at a price of US$0.05 per unit. The offering was originally announced on October 9, 2025.
29,325,000 units were produced for a total of C$1,466,250. Each unit consists of one common share of the Company (each “Ordinary share“) and one complete order to purchase a Common Share (each – “Order“) of the Company, each warrant entitles the holder thereof to purchase one Common Share at a price of US$0.07 per Common Share for a period of two (2) years from the date of issue.
The units were offered by way of a private placement pursuant to an exemption from the prospectus requirements under applicable securities laws. All securities issued in the Offering to date are subject to a hold period expiring on March 8, 2026 in accordance with applicable securities laws and the policies of the TSX Venture Exchange (“Exchange“). The Offering has received conditional approval from the Exchange. In connection with the Offer, the Company has paid finders an aggregate finder fee of C$5,500 and issued 40,000 finder options (“”Finder Options“) Each Finder Option entitles the holder to purchase one Common Share at an exercise price of $0.05 per share for a period of 24 months from the closing date of the Offering.
The net proceeds from the Offering are expected to be used for the development and early design phase of the Company's proposed renewable fuel production facility in British Columbia (“BC object“), including regulatory and incentive work, and general working capital purposes, including the payment of approximately C$750,000 pursuant to the terms of the Settlement Agreement (as defined and further described in the Company's press release dated April 30, 2025) with Expander Energy Inc., which the Company confirms has been paid in full.
Cielo may complete one or more additional closings of the Offering no later than November 24, 2025.
“We believe this financing demonstrates strong investor confidence in our vision,” said Ryan S. Jackson, CEO. “As we turn the page from restructuring to growth, all efforts are now focused on delivering the Nexus project in British Columbia. We see this as a key step in positioning Cielo at the forefront of the province's clean fuel economy and supporting Canada's broader carbon reduction goals.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons as defined under applicable U.S. securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration.
ABOUT CIELO
Cielo Waste Solutions Corp. is a public company engaged in processing waste into products with high added value. Cielo is committed to solving global waste problems by contributing to the circular economy and reducing carbon emissions. Cielo is driving environmental change by striving to become a leader in the wood by-product fuel industry using environmentally friendly, economically sustainable and market-ready technologies. Cielo is committed to giving back to society by providing waste management solutions that the company believes will contribute to positive returns for shareholders. Cielo's shares are listed on the TSX Venture Exchange under the symbol “CMC” and on the OTC Pink Market under the symbol “CWSFF.”
For more information contact:
Cielo Investor Relations
Ryan S. Jackson, CEO
Telephone: (403) 348-2972
E-mail: [email protected]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press 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 current or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “expect,” “achieve,” “may,” “believe,” “plan,” “intend,” “objective,” “ongoing,” “current,” “estimate,” “outlook,” “anticipate,” “may,” “will,” “project,” “should,” or similar words, including the negative thereof, suggesting future results.
Forward-looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond Cielo's control, which may cause the Company's actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements and information are based on management's plans, expectations and estimates as of the date the information is made and are subject to certain factors and assumptions. The Company makes forward-looking statements, including, without limitation, with respect to: the Offering, including the net use of proceeds, the terms of the issuance of the securities and the holding period applicable thereto, and the completion of additional closings of the Offering.
Investors should continue to review and consider the information disseminated through press releases and Cielo's filings on SEDAR+. Although the Company has attempted to identify critical factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that could cause results not to be as expected, estimated or intended.
Forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties that may cause Cielo'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 undertakes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
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 press release.
