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Cielo Waste Solutions CSE:CMC

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    Cielo Announces a Significant Transaction as it Closes its Previously Announced $3.5 Million Credit Facility to Fund 1st Commercial Garbage to High Grade Renewable Diesel Refinery

    News Provided by Accesswire2017-11-06

    VANCOUVER, BC / ACCESSWIRE / November 6, 2017 / Cielo Waste Solutions Corp. (CSE: CMC) ("Cielo" or the "Company") is pleased to announce that it has completed its financing arrangement with a private Alberta based lender (the "Lender"). Cielo and the Lender have entered into a loan agreement (the "Loan Agreement"), whereby the Lender will make available up to $3,500,000 (the "Credit Facility") until September 30, 2018, to be used by Cielo primarily for the conversion of its first commercial refinery (the "Commercial Refinery") on its property in High River, Alberta (the "Property").

    Cielo's President and CEO, Don Allan, stated, "Closing the Credit Facility is a significant milestone for Cielo as we now have full funding in place that allows us to build our first commercial waste to renewable diesel refinery using our proprietary technology. These are very exciting times as we can now focus on completing the construction and operations of our "game-changing" technology into commercial status. We are ecstatic about the countless opportunities we have in front of us. We thank our new financial partner for recognizing the potential that our technology has to significantly impact solving the world crisis of dealing with landfill waste. Additionally, we'd like to thank our stakeholders for their continued support as we roll out our technology globally."

    Credit Facility Details:

    The Credit Facility is structured as a non-revolving line of credit with security held by the Lender overall assets, including the Property and all other real property, of Cielo, subordinating other secured lenders of Cielo. The Credit Facility bears simple interest at 12% annually. Payments of interest only are payable until September 30th, 2018, after which time regular payments of principal together with interest will become payable until the loan matures in June 2022. Cielo is able to repay the loan without penalty any time after September 30th, 2018.

    Cielo has obtained close to $2,500,000 of the full available amount of the Credit Facility in order to repay and discharge its existing mortgage on the Property with XR Resources Inc., such mortgage previously announced on April 19, 2017, and also to exercise its option to purchase the demonstration plant (the "Demo Plant") it was previously leasing from FS Business Enterprises Inc., pursuant to a Purchase Option Agreement dated October 26, 2016, also previously announced on October 27, 2016. The Demo Plant is being converted into the Commercial Refinery on the Property.

    As partial consideration for the Credit Facility, Cielo has issued 25,000,000 bonus warrants (the "Warrant(s)") to the Lender, each Warrant exercisable to purchase one common share of Cielo at an exercise price of $0.20 (the "Exercise Price"), subject to adjustments for any reorganizations or dilutive events during the term of the Warrants. In accordance with the terms of the Warrants, in the event that Cielo issues additional common shares at a price (or convertible securities with an exercise price) lower than the Exercise Price or the market price at the time, whichever is higher, the Lender will be entitled to receive additional securities at a slightly decreased price, subject to the maximums and terms imposed by the Canadian Securities Exchange. In the event that an exercise of Warrants by the Lender results in the Lender holding at least 10% of the voting securities of Cielo, the Lender will be entitled to nominate a director pursuant to a Nomination Rights Agreement for so long as its holdings of voting securities remain at 10% or over. The Warrants expire on the earlier of (i) November 2, 2022 and (ii) the later of (A) November 2, 2019 and (B) 30 days following full repayment of the Loan, but not later than 5 years from the issuance date.

    1888711 Alberta Inc. ("1888"), a private Alberta corporation related by certain officers and directors of the Company, who is party to a license agreement with Cielo dated June 14, 2016 (the "License Agreement"), previously announced on June 15, 2016, acts as guarantor for the Credit Facility. The parties have also agreed to a restated and amended version of the License Agreement, dated November 1, 2017, providing for clear terms on which Cielo is able to purchase the rights granted to 1888 at any time following the 14th day of operations of the Commercial Refinery based on the production of the Commercial Refinery and any other refineries in operation at the time, terminating the agreement.

    Material agreements and full details of the foregoing will be available under Cielo's profile on SEDAR (

    Results of AGSM - Annual General and Special Meeting

    Cielo is also pleased to announce the results of its Annual General and Special Meeting ("AGSM") held on October 26, 2017. All the resolutions presented to the shareholders were approved, including the re-election of auditors A. Chan & Company, LLC, fixing of the board of directors at five, approval of all director nominees, namely Don Allan, Robin Ray, Chris Dovbniak, Doug Mackenzie, and Mel Angeltvedt, and the approval of the amended fixed stock option plan (the "Stock Option Plan") and the Restricted Share Unit Plan (the "RSU Plan"), which will together form the complete incentive plans for the Company. The Stock Option Plan allows for a maximum of 11,212,730 options to be granted and the RSU Plan allows for a maximum of 7,475,154 restricted share units to be granted, together representing 14.6% of the total issued and outstanding shares of Cielo as at today's date.

    Disclosure Under Early Warning Requirements

    The following additional information regarding the Lender's acquisition of the Warrants is disclosed for and on behalf of the Lender, BJK Holdings Ltd. of 238 - 22 Street North, Lethbridge, Alberta, T1H 3R7, pursuant to the early warning requirements of applicable Canadian securities legislation. The Lender acquired the Warrants for investment purposes in connection with the Credit Facility, and did not previously own or control any securities of Cielo. Upon acquiring ownership and control of the Warrants effective November 2, 2017 (with escrow release conditions satisfied the next day), the Lender was deemed for the purpose of the early warning requirements to have acquired and to be the beneficial owner of the 25,000,000 Class A voting common shares of the Company underlying the Warrants, representing a security holding percentage therein of approximately 16.4% based on the number of Cielo common shares currently outstanding and assuming the issue of an additional 25,000,000 shares pursuant to the Warrants. A report under the early warning requirements will be filed by the Lender with applicable Canadian securities regulators, and a copy thereof will be available under the Company's profile on SEDAR ( or on request from Cielo at the contact number below.

    For more information please contact:

    Cielo Waste Solutions Corp.
    Don Allan, President & CEO
    (403) 348-2972 Ext. 101


      25,000,000 bonus warrants?? Ends up being a $.20 PP plus interest on the loan from where I sit. Not a good thing or bad thing. Just a 'what is' thing. If they hit the mark they have another $5,000,000 in the coffers plus a revenue stream from current operations. Hopefully a profitable revenue stream.


        To close the draw down they needed $1m in the bank.

        They need to close the still open $3m PP.

        There is $7m worth of warrants at .30. After the PP is closed they will NEVER finance again.

        Final construction costs, from today, are $1.5m. they are currently fabbing a lot of stuff on site, big ticket items are being held with deposits and will be bought this week.

        The OSFD is 70% controlled by insiders, family and friends.

        Don is talking to the province every day re production permitting. I anticipate no problems, after all the commercial site is an old fully permitted bio-diesel site.

        Expect a production permit to be issued in very early 2018.

        Both CMC and DVR are going, imo, to be very big deals.

        Patience is required as these two companies are being built.


        Last edited by rick; January 7th, 2018, 08:47 AM.


          Interesting I was under the impression it was closed I guess they needed this PR before closing. I'm happy they are starting up with sawdust seems like the best way to start out. I will see if I can sneak in on the PP before its closed. Once they get this thing running I could see spec driving it up pretty good. Of course that's assuming all goes to plan and they are able to scale up the way they are hoping.


            Thanks, I will try him tomorrow.


              Yeah, needs to be on the books tomorrow.



                Cielo Closes Final Tranche of $3,273,236 Private Placement Offering and Provides Operational Update

                Vancouver, British Columbia, Canada / November 9, 2017 / CSE:CMC Cielo Waste Solutions Corp. ("Cielo" or the "Company") is pleased to announce the closing of the final tranche of the Company's $3 million private placement offering (the “Offering)” of units (“Unit(s)”), raising gross proceeds of $990,000 in this tranche. A total of $3,273,236 was raised through the Offering, exceeding the original maximum target of $3,000,000 by $273,236.

                The Offering consisted of $0.10 Units, each Unit being comprised of 1 common share and one half of one warrant. Each full warrant ("Warrant") has an exercise price of $0.20 and an expiration date of twelve months from the date of issuance of the Units. In the event that Cielo's common shares, trade at $0.30 or higher for 5 consecutive days at any time after 14 weeks from the date of issuance of the Units, Cielo will have the right to issue a notice to the Warrant holders that the term of the Warrants has been reduced to 30 days from the date of such notice. Any Warrants that have not been exercised on or before such 30-day period will automatically expire.

                The net proceeds of the Offering, together with the funds from the recently announced credit facility (November 6, 2017), will be used to complete the construction and commissioning of the Company’s first commercial, continuous flow, waste (derived from garbage) to high grade renewable diesel refinery (the “Refinery”), and for working capital purposes.

                Cielo's President and CEO, Don Allan, stated “We are very appreciative of the strong support from our shareholders. The fact that we exceeded our maximum target reflects confidence in both our team and our game changing technology. With the closing of our Offering and our $3.5 million credit facility, we are not only fully financed for construction but have working capital in place until we begin to receive revenues. We are confident that this refinery, which will validate the scalability and commercial viability of our technology, will be up and running in the near future. We are excited about finally being well capitalized as well as being able to see a clear path toward generating significant revenues and deploying our technology globally.”

                In connection with this final tranche of the Offering, Cielo paid $30,400 in cash commissions. All securities issued pursuant to the Offering will be subject to a statutory four-month hold period.
                As a director of the Company participated in the Offering, the participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). Cielo has relied on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(a) and (b) of MI 61-101 on the basis that the fair market value of the transaction was not more than Twenty-Five Percent (25%) of the marketcapitalization of Cielo and no securities of Cielo are listed on a specified market set out in such section and Cielo relied on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) and 5.7(1)(b) of MI 61-101 on the basis of the fair market value of the transaction not being more than Twenty-Five Percent (25%) of the market capitalization of Cielo and $2,500,000. Cielo did not file a material change report in respect of the related party transaction at least 21 days before the closing of this tranche of the Offering, as Cielo was not aware of the director’s participation in the Offering at such time.

                Operational Update

                Cielo’s technology has been proven to work in the Company’s demonstration refinery (“Demo Refinery”) utilizing multiple different waste feedstock streams, including municipal solid waste, tires, plastics and wood waste converting all of them, on a cost-effective basis, into high grade renewable diesel fuel, in batches of up to 50 liters an hour. Cielo is now in the process of converting its Demo Refinery into a 350 liter per hour (2.9 million liter per year) continuous flow refinery. Once Cielo validates that the retrofitted Demo Refinery can operate, on a continuous flow basis, Cielo plans to scale-up the size of its refineries to produce about 2,000 liters an hour (16 million liters a year) of high grade renewable diesel. Thereafter, Cielo intends to build multiple modular refineries around the world, offsetting landfills and other feedstock supplies.

                After having been granted a development permit from the MD of Foothills #31 municipal district in July 2017, which is subject to customary conditions, Cielo had applied to the Alberta provincial regulator for a permit to build and operate the Refinery and continues to work closely with the provincial regulator to ensure that the operating permit can be obtained as quickly as possible.

                Cielo continues to work with vendors of new and used equipment so as to finalize the acquisition of the major pieces of equipment needed to complete the construction of the Refinery. All unnecessary equipment that was on the Company's property in High River, Alberta, which was acquired and previously announced in April 2017, has been removed and the utilities have been turned on. The fabrication has begun, with major pieces of equipment in the process of either being modified or fabricated.


                  Michael is in Winnipeg currently, Toronto next week. Seems their marketing program and road show is going well. Telling Cielo's story and putting it in front of new potential investors is paying off.

                  There is a new video next week, also expect a construction update shortly.



                    Dear Alphastox Subscribers,

                    Keep a close eye on Cielo Waste Solutions (CSE:CMC). The stock’s looking a lot stronger, hitting a high of $0.20/share today and looks to be poised to make another big leap forward. There’s a lot of eyeballs on this story as it’s in a very exciting space and could possess THE MOST revolutionary and disruptive technology to EVER hit the industry. Now I know it’s not blockchain, artificial intelligence or cannabis, but Cielo is working on solving a problem the entire world is dealing with and it’s only a few months away before continuous commercial production.

                    One of the biggest risks investors saw in this deal wasn’t the technology, but their lack of funding. That worry quickly flew out of the window when the company announced on November 6th, that they closed a $3.5M line of credit with a private lender giving the company the capital it needs to build their first commercial waste to renewable diesel refinery using their proprietary technology.

                    News Release November 6th 2017:

                    Cielo Waste Solutions Corp. has completed its financing arrangement with a private Alberta-based lender. Cielo and the lender have entered into a loan agreement, whereby the lender will make available up to $3.5-million until Sept. 30, 2018, to be used by Cielo primarily for the conversion of its first commercial refinery on its property in High River, Alta.

                    Cielo's president and chief executive officer, Don Allan, stated: "Closing the credit facility is a significant milestone for Cielo as we now have full funding in place that allows us to build our first commercial waste to renewable diesel refinery using our proprietary technology. These are very exciting times as we can now focus on completing the construction and operations of our 'game-changing' technology into commercial status. We are ecstatic about the countless opportunities we have in front of us. We thank our new financial partner for recognizing the potential that our technology has to significantly impact solving the world crisis of dealing with landfill waste. Additionally, we'd like to thank our stakeholders for their continued support as we roll out our technology globally."

                    This was a MASSIVE catalyst for the company and one that I don’t think the market quite got a grasp of at the time.

                    Over the next three months, I think we’re going to see a lot more news to come on their construction, how that’s moving a long, and more updates on a completion schedule. The early part of 2018 is going to be a very exciting time for CMC shareholders and I think we’re finally seeing that a bit in the stock as the volume looks to be picking up nicely around the $0.15-$0.17/share range. I hope to see a 2 or 3 handle next to their share price as they get closer towards unveiling the system to the public.

                    Investors are starting to take notice, so make sure you don’t miss out. I have a copy of their latest corporate presentation but unfortunately it hasn’t been uploaded to their website yet, so please message me if you want a copy of it and I can send it to you directly.

                    As always, if you have any questions, please don’t hesitate to get in touch with me anytime. I look forward to hearing from you.




                      New interview from web-site with Don.


                        He gives good interview.



                          C:CMC Depth by Price @10:57:56
                          Price 0.205 0.21 0.22 0.23 0.24 0.25 0.30 0.35 - -
                          Size 10,000 10,000 4,000 2,000 7,500 8,500 30,000 5,000
                          Orders 1 1 1 1 1 1 2 1



                            The commencement date of Cielo Waste Solutions Corp.'s marketing agreement with Elbow River Marketing Ltd. has been extended from Dec. 31, 2017, to July 31, 2018.

                            The agreement has an initial five-year term commencing after Cielo's first continuous flow plant is placed on production and may renew for two-year periods thereafter. All other terms of the agreement remain unchanged. Elbow River's management continue to be supportive of the company and the progress being made with respect to placing on production Cielo's first continuous flow refinery that converts garbage-derived feedstocks into high-grade renewable diesel.

                            Don Allan, president and chief executive officer of Cielo, stated: "Over the past year we have transitioned the company and made significant strides forward in our commercialization efforts. We now have clear line of sight to place our first continuous flow refinery on production in the spring of 2018. We have acquired the land, the building, awarded trades contracts, purchased equipment, commenced off-site fabrication, received municipal permits and have applied for the Environmental Protection and Enhancement Act permit from Alberta Environmental and Parks. We have also engaged great trade/contract partners to work with us and added talented new members to our team. We firmly believe that with these steps now in place we will be able to accelerate our commercialization efforts.

                            "I want to thank our existing shareholders for their support and welcome the new shareholders to our company. The team and I are very excited about the progress that we have achieved in 2017 and look forward to showcasing of green-refinery solution to the world in 2018. Have a safe and happy holiday from our family to yours."

                            About Cielo Waste Solutions Corp.

                            Cielo holds the exclusive licence for the global rights to a transformational, patent-pending technology that can convert garbage-derived feedstocks to renewable diesel, at a significantly lower cost than biofuel companies. The garbage-derived feedstocks include sorted municipal solid waste (garbage), wood and agriculture waste, tires, blue-box waste, all plastics, and virtually any other cellulous waste product that can be converted into high-grade renewable diesel


                              Good move today. Doesn't take much promotion on these 'quiet' stocks. Now if we could just convince DVR to do some. At least Spring and the growing season is coming.


                                Cielo Waste Solutions Inc. (CSE:CMC) Update