Cielo Announces Assignment of $2.6MM Mortgage Loan with Aldersyde Asset Sale

CALGARY, Alberta, Nov. 28, 2024 (GLOBE NEWSWIRE) — Cielo Waste Solutions Corp. (TSXV:CMC; OTC PINK:CWSFF) announced that it is selling part of its currently inactive assets, which includes the assignment of a $2.6 million mortgage loan (the "Mortgage Loan").

Background on the Company

Previously, Cielo completed an asset acquisition in November 2023. Through this acquisition, the Company gained exclusive licenses in Canada to utilize Expander Energy Inc.'s patented technologies, specifically EBTL™ and BGTL™. These technologies will be applied in facilities designed to convert biomass waste into renewable fuels.

Cielo aimed to enhance its proprietary Thermal Catalytic Depolymerization (TCD) technology. At the same time, the newly acquired Licensed Technologies were expected to expedite revenue generation.

Company's Current Focus

Since completing the 2023 acquisition, Cielo has concentrated its efforts on the Licensed Technologies. The Company is now in the process of acquiring additional assets from Rocky Mountain Clean Fuels Inc. Management believes selling the TCD technology along with related assets, as well as the land in Aldersyde, Alberta, will be beneficial. This decision will also help eliminate the Mortgage Loan attached to the Aldersyde Property.

The Board of Directors at Cielo plans to streamline operations, focusing on market-ready technologies. They have entered into an Asset Purchase Agreement dated November 28, 2024, with a private Alberta corporation (the "Purchaser") for the sale of these assets. This agreement is contingent upon standard commercial conditions, including lender approval, and is set to close on November 29, 2024.

CEO Statement

Ryan Jackson, CEO of Cielo, expressed that this move allows the Company to concentrate on becoming a producer of renewable fuels. He highlighted that Cielo aims to make progress with the Rocky Transaction, aiming for an expansion of the Carseland Facility using the Licensed Technologies.

Transaction Details

Under the Asset Purchase Agreement, Cielo will sell the Purchaser property, equipment, and intellectual property related to their technologies for a total price of $3.9 million. This amount will adjust for any outstanding fees owed by Cielo related to the Aldersyde Property.

The payment will occur as follows:

1. The Purchaser pays $300,000 on or before closing.
2. The Purchaser will take on the Mortgage Loan, releasing Cielo from this obligation.
3. A promissory note for $1 million will be issued to Cielo, with specific terms regarding interest rates and repayment schedules.

Conclusion

This transaction is categorized as an "exempt transaction" under TSX Venture Exchange Policy 5.3, meeting all necessary requirements.

Cielo is committed to leading change in the wood by-product-to-fuels industry using sustainable and market-ready technologies. Through its exclusive licenses in Canada and the U.S. for various biomass technologies, Cielo plans to expand its renewable fuel initiatives and boost shareholder value.

Cielo, assets, technology