Cielo Announces Closing of Sale of Fort Saskatchewan Property and Repayment of $11 Million Mortgage Loan

And Provides Update for Acquisition of Dunmore Property

CALGARY, Alberta, Aug. 03, 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 completed the sale of its property in Fort Saskatchewan, Alberta, and the resulting elimination of the Company’s $11 million mortgage loan.

Fort Saskatchewan Land Sale

On July 17, 2023, the Company announced that it had entered into a purchase and sale agreement with First Choice Financial Incorporated (“FCF”), as purchaser, for the sale (the “Sale”) of the Company’s property in Fort Saskatchewan, Alberta (the “FS Property”), which has now closed.

The purchase price for the FS Property was CAD $13 million (the “Purchase Price”), subject to the terms of the Note (as defined below), and has been paid as follows:

• FCF previously provided a mortgage loan of CAD $11 million (the “Existing Mortgage Loan”) to the Company, which was secured in part by the FS Property. $11 million of the $13 million Purchase Price has been applied to extinguish the Existing Mortgage Loan.
• Regarding the remaining CAD $2 million, FCF has issued in favour of the Company a promissory note (the “Note”), whereby FCF will be required to use commercially reasonable best efforts to enter into a purchase and sale agreement for the sale of the FS Property on or before September 30, 2024. Should FCF be unable to do so, the Purchase Price will be reduced by CAD $2 million.

Other than customary fees, such as realtor commissions, no third-party finder fees have been paid with respect to the Sale.

Dunmore Land Acquisition

On May 1, 2023, the Company announced that it had entered into an agreement of purchase and sale (the “Offer to Purchase”) with Renewable U Inc. (“Renewable U”), pursuant to which Cielo (or its assignee) has agreed to purchase the land in Dunmore, Alberta (the “Land”) from Renewable U for a purchase price of CAD $5.2 million. The Offer of Purchase provided for certain conditions and an anticipated closing date of August 1, 2023. As the Company has not completed its due diligence process with regard to the development of the Land for Cielo’s purposes, namely the construction of a waste-to-fuel facility, the Company and Renewable U have agreed to the extension of the deadline of certain conditions, as well as the anticipated closing date to August 31, 2023.