Cielo Announces Execution of Definitive Agreements Regarding Termination of Memorandums of Understanding

CALGARY, Alberta, May 17, 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 executed the definitive agreements as required under the binding letter of intent between Cielo and Renewable U Energy Inc., on its own behalf and on behalf of its affiliates (jointly, severally and collectively “Renewable U”), regarding the termination of the memorandums of understanding (each an “MOU” and collectively the “MOUs”) entered into between Cielo and Renewable U between 2018 and 2021.

As disclosed in the Company’s news release on May 1^st, 2023, the LOI provided for the intention of Cielo and Renewable U to enter into definitive agreements regarding the restructuring of Renewable U’s proposed investment in Cielo’s first commercial facility, the transactions to 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”).

For details on the background of the MOUs and terms of the LOI and proposed transactions, please review the May 1^st news release.

2021 MOUs - Termination and Debt Conversion Agreement

Regarding the MOUs for four (4) of nine (9) territories, defined in the May 1^st news release as the 2021 MOUs, Cielo and Renewable U have entered into a Termination and Debt Conversion Agreement (the “Termination and Debt Conversion Agreement”) that provides for the repayment of $1 million in fees corresponding to the 2021 MOUs by issuing 16,666,667 common shares of Cielo (the “2021 MOUs Repayment Shares”) at a price of $0.06 per share, subject to the approval of the TSX Venture Exchange (the “Exchange”).

The four (4) 2021 MOUs will terminate upon the issuance of the 2021 MOUs Repayment Shares, which is anticipated to occur in the coming days.

2018 - 2020 MOUs and Med Hat MOUs - Termination Agreement

Regarding the MOUs for the remaining five (5) of nine (9) territories, defined in the May 1^st news release as the 2018 - 2020 MOUs and Med Hat MOU, Cielo and Renewable U have entered into a separate termination agreement (the “Termination Agreement”, together with the Termination and Debt Conversion Agreement each an “Agreement” and collectively the “Agreements”).