Cielo Announces Binding Letter of Intent Regarding Memorandums of Understanding and Purchase of Land in Dunmore, Alberta for First Commercial Facility
CALGARY, Alberta, May 01, 2023 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF) (“Cielo” or the “Company”), a waste-to-fuel environmental technology company, is pleased to announce that it has entered into a binding letter of intent (the “LOI”) with Renewable U Energy Inc., on its own behalf and on behalf of its affiliates (jointly, severally and collectively “Renewable U”), regarding the memorandums of understanding (each an “MOU” and collectively the “MOUs”) entered into between Cielo and Renewable U between 2018 and 2021. The LOI provides for the intention of Cielo and Renewable U to enter into definitive agreements in the coming weeks regarding the restructuring of Renewable U’s proposed investment in Cielo’s first commercial facility. The transactions proposed in the LOI would result in the participation of Renewable U in the Dunmore Entity (as defined below) (or other form of repayment as described below) and consequent termination of the MOUs, and the concurrent acquisition of the land owned by Renewable U in Dunmore, Alberta (the “Land”), on which Cielo intends to build its first full-scale facility (the “Dunmore Facility”).
Jasdeep K. Dhaliwal, CFO of Cielo, stated “Renewable U has been a long-term partner of Cielo and we look forward to moving ahead with Renewable U’s proposed restructured investment in our first facility. The revised structure of Renewable U’s investment will afford Cielo the ability to work with Crestmont and other potential partners in addition to Renewable U. The purchase of the land will also allow Cielo the control to move the development of our first facility forward. We believe this is of tremendous value and we appreciate Renewable U’s continuing support in our journey to commercialization.”
Raphael Bohlmann, CEO of Renewable U Energy Inc., stated “We have always believed in Cielo and their vision to convert various waste to fuel products in the sustainable energy sector. The renewed focus of Cielo led by senior management has provided us the confidence to continue our investment into Cielo and our planned project in Dunmore.”
As previously disclosed, Cielo and Renewable U had entered into the MOUs between the years 2018 and 2021 with the intention of forming joint ventures for nine (9) territories (each a “Territory”, collectively the “Territories”) in aggregate.
Pursuant to the terms of the MOUs, Renewable U had delivered to Cielo CAD $250,000 per Territory for an aggregate amount equal to $2,250,000 (the “Fees”). The initial five (5) MOUs entered into between the years 2018 and 2020 provided for the repayment of the corresponding Fees, if applicable, by issuing common shares of Cielo at the greater of: $0.25 per share; and the average of the closing price on the five (5) most recent trading days. The latter four (4) MOUs (collectively the “2021 MOUs”) provided for the repayment of the corresponding Fees, if applicable, by way of repayment in cash.
It had been the intention of Cielo and Renewable U that the first commercial facility to be constructed pursuant to the MOUs would be in Dunmore, Alberta. In anticipation of the foregoing, Renewable U had acquired close to eighty acres of land in Dunmore (the “Land”) and incurred related costs.
The Land is located next to the CP Rail yard located in Dunmore, Alberta. In addition to the proximity to the CP Rail Dunmore yard, the location is also at the intersection of a significant trade corridor linking both Eastern and Western Canada as well as the United States that allows Cielo access to a broad market. Management believes this to be beneficial to Cielo, as previously disclosed, it is Cielo’s initial and primary intention that the Dunmore Facility process railway ties for CP Rail. Also, as previously disclosed, Cielo and CP Rail are party to an agreement pursuant to which CP Rail has agreed to deliver railway ties to Cielo for a tipping fee.
Current Planning for Dunmore Facility and Entity
On April 10, 2023, Cielo announced that, as a part of the Company’s commitment to construct its first commercial full-scale facility, it had begun the process of structuring and financing the venture through which the facility will be held, and that it has been engaged in discussions with third parties, such as Renewable U, regarding the participation of such third parties in the financing of this facility, which is intended to be the Dunmore Facility.
Restructuring of Renewable U Investment
The Company and Renewable U have continued discussions throughout and since the period during which the MOUs were signed and have determined it to be in the best interests of the respective parties to restructure the nature of the investment of Renewable U in Cielo’s commercialization efforts in a way that is beneficial to both parties, such as the proposed participation of Renewable U in the Dunmore Entity and resulting in the consequent termination of the MOUs.
As described in further detail below, the LOI contemplates the exchange of a majority of Renewable U’s interest in nine (9) of Cielo’s future commercial facilities (CAD $2 million deemed value) into an interest in the first commercial facility, a securities debt transaction for the remaining interest (CAD $1 million value), and the sale of the Land on which the Dunmore Facility is to be built by Renewable U to Cielo, and the resulting termination of the MOUs for the nine (9) Territories.
The parties intend to enter into definitive agreements in the coming weeks incorporating the terms below. If all contemplated agreements are not executed by May 15th, 2023, unless otherwise agreed by the parties, the LOI will terminate.
As Ryan Jackson, CEO and a director of Cielo, owned and/or controlled, indirectly, securities of Renewable U at the time recent discussions were initiated regarding the restructuring of Renewable U’s investment (which securities have since been deposited into an irrevocable blind trust managed by a trustee), Cielo formed a special committee of two (2) independent directors of Cielo, to evaluate and make recommendations to the Board of Directors of the Company in this regard. The special committee will be dissolved upon the completion of the transactions contemplated in the LOI.
All of the agreements and transactions contemplated above are subject to the approval of the TSX Venture Exchange (the “Exchange”), as required. No finder fees or commissions are payable to any third party in connection with any of the transactions contemplated in the LOI or Offer to Purchase (as defined below). All securities of Cielo to be issued pursuant to the LOI (or resulting definitive agreements) will be subject to a hold period of four (4) months following the issuance thereof.
2021 MOUs (4 of 9 Territories)
As stated above, Renewable U delivered Fees of $1 million ($250,000 per Territory for four (4) Territories) for the 2021 MOUs, termination of the 2021 MOUs would require Cielo to repay the corresponding Fees in cash. As a part of the restructuring and in an effort to conserve cash, the Company and Renewable U have agreed that the $1 million in Fees will be repaid by issuing common shares of Cielo at a price of $0.06 per share (being the last closing price preceding the execution of the LOI), for an aggregate 16,666,666 shares (the “2021 MOUs Repayment Shares”), subject to the approval of the Exchange.
The four (4) 2021 MOUs will terminate upon the issuance of the 2021 MOUs Repayment Shares.
2018-2020 MOUs and Medicine Hat MOU (5 of 9 Territories)
The remaining five (5) MOUs consist of one (1) MOU for Medicine Hat, Alberta (the “Med Hat MOU”) and four MOUs for four (4) more Territories (the latter four (4) MOUs referred to as the “2018-2020 MOUs”).
As stated above, Renewable U delivered Fees of $1 million ($250,000 per Territory for four (4) Territories) for the 2018-2020 MOUs. With regard to the last of the MOUs, the Med Hat MOU, although Renewable U delivered $250,000 for the one (1) Territory, Cielo and Renewable U have agreed that the value attributed by the parties to the Med Hat MOU has increased to CAD $1 million in total as a result of steps already taken, and costs incurred, by Renewable U related to the Med Hat MOU and the Land. As a result, the restructuring and resulting termination of the remaining five (5) MOUs (the Med Hat MOU and the 2018-2020 MOUs) would be CAD $2 million, to be paid by Cielo as follows.
- Within six (6) months of the date of the LOI, Cielo is required to submit one or more proposals (the “Proposal(s)”) to Renewable U setting out the terms on which the $2 million owing to Renewable U would be exchanged for a participation interest in the Dunmore Facility (the “Participation Interest”), by issuing securities in the Dunmore Entity once formed.
- In the event that Cielo fails to submit the Proposal(s) to Renewable U within the six (6) month period, Cielo will be required to repay the $2 million in cash within 60 days.
- In the event that Cielo does submit the Proposal(s) to Renewable U, Renewable U can either: a) accept the terms of the Proposal(s), in which case the $2 million will be exchanged for the Participation Interest (securities of the Dunmore Entity) on the terms to be proposed; or b) reject the terms of the Proposal(s), in which case:
- With respect to the four (4) 2018-2020 MOUs, Cielo would repay the $1 million as initially agreed in the 2018-2020 MOUs, by issuing common shares of Cielo at the greater of $0.25 per share and the average of the closing price on the five (5) most recent trading dates, subject to the approval of the Exchange; and
- With respect to the Med Hat MOU, Cielo would repay:
- the corresponding Fee of $250,000 as initially agreed in the Med Hat MOU, by issuing common shares of Cielo at the greater of $0.25 per share and the average of the closing price on the five (5) most recent trading dates, subject to the approval of the Exchange, and
- the verifiable costs incurred by Renewable U in connection with the Med Hat MOU in cash.
The 2018-2020 MOUs and the Med Hat MOU would terminate at the time that the Participation Interest is issued to Renewable U (or the $2 million is otherwise repaid as described above).
Acquisition of the Land
Concurrently with the execution of, and as contemplated in, the LOI, Cielo and Renewable U have also entered into an agreement of purchase and sale (the “Offer to Purchase”), pursuant to which Cielo (or its assignee) has agreed to purchase the Land from Renewable U for a purchase price of CAD $5.2 million. The Company has received a copy of an appraisal prepared by an independent third party for Renewable U in July 2022, indicating a value for the Land of $5.2 million.
The Offer of Purchase provides for certain conditions and provides for an anticipated closing date of August 1, 2023. Cielo, or its assignee, may, but is not obligated to, assume the outstanding mortgage on the Land of approximately $1.6 million.
Further to the Company’s news release dated April 10, 2023, regarding a debt financing to be completed with Crestmont Investments, LLC (“Crestmont”), the Company would like to confirm that Cielo and Crestmont continue advance toward closing and anticipate the completion of the financing to occur on or about May 15, 2023.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in the United States nor shall there be any sale of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States. Accordingly, any of the securities described herein may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available.
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 release.
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 TSX Venture Exchange (“TSXV”) 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 a leading waste-to-fuel company using economically sustainable technology while minimizing the environmental impact. Cielo has a patented process that can convert waste feedstocks, including organic material and wood derivative waste, to fuel. Having demonstrated its ability to produce diesel and naphtha from waste, Cielo’s business model is to construct additional processing facilities. Cielo’s objective is to generate value by converting waste to fuel, while fueling the sustainable energy transition.
For further information please contact:
Cielo Investor Relations
Phone: (403) 348-2972
Email: [email protected]
RB Milestone Group LLC
Email: [email protected]
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: the entering into definition agreements as contemplated in the LOI, the terms and timing thereof, including but not limited to terms related to the Proposal(s) and the consequences related to whether or not such Proposal(s) are delivered, and the resulting participation of Renewable U in the Dunmore Entity and the termination of the MOUs, including the timing of such termination; the (deemed) value(s) attributed or to be attributed to the MOUs; the acquisition by Cielo or its assignee of the Land, and the timing thereof and purchase price therefor; the location of the first commercial facility to be built by Cielo; the impact of the restructuring of Renewable U’s interest on Cielo and its ability to work with third parties; the impact of the acquisition of the Land, the purchase price therefor, and the location thereof, and whether or not Cielo will assume the mortgage thereon; Cielo’s agreement and intended relationship with CP Rail and related terms; the issuance of securities of Cielo and/or the Dunmore Entity as contemplated in the MOU, and the number, price and timing thereof; the value attributed to the MOUs; the deadline by which Cielo and Renewable U are to enter into definitive agreements and the resulting termination of the LOI if not so executed; the dissolution of the special committee formed to advise on the subject matter hereof; no fees being payable as finder fees or commissions; and the anticipated timing for the completion of the financing with Crestmont.
Investors should continue to review and consider information disseminated through news releases and filed by the Company on 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), nor OTCQB nor WKN, have reviewed, and do not accept responsibility for the adequacy or accuracy of, the content of this news release.