IPOS - Cielo Announces Private Placement of Convertible Debenture Units for up to $2.87 Million | Benzinga
CALGARY, Alberta, June 24, 2024 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV:CMC, OTCQB:CWSFF) ("Cielo" or the "Company"), a company fueling renewable change, is pleased to announce that it proposes to undertake a non-brokered private placement offering of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units") at a price of $1,000 per Convertible Debenture Unit for targeted gross proceeds of up to $2,870,000 (the "Private Placement").
Cielo had previously announced and completed a private placement offering of convertible debenture units on the same terms for gross proceeds of up to $5 million, raising gross proceeds of $2.14 million (the "Prior Offering"). The Company closed the Prior Offering to comply with the policies of the TSXV Venture Exchange (the "Exchange"), which required that the Prior Offering be completed by May 31, 2024. The Company paused financing efforts throughout the month of June to allow for the completion of the binding letter of intent between Cielo and Rocky Mountain Clean Fuels Inc. ("RMCFI"), announced on June 12, 2024 (the "Proposed Acquisition") and now intends to resume financing efforts on the same terms as the Prior Offering to raise gross proceeds of up of $5 million when combining the gross proceeds of the current Private Placement and the Prior Offering.
Convertible Debenture Unit Offering
Each Convertible Debenture Unit will be comprised of: (i) one unsecured convertible debenture (each, a "Convertible Debenture") in the principal amount of $1,000.00 (the "Principal Amount") convertible into common shares of the Company (the "Common Shares" and each such Common Share, a "Conversion Share"); and (ii) 2,500 detachable share purchase warrants (each, a "Warrant") exercisable into Common Shares (each such Common Share, a "Warrant Share"). The minimum subscription amount will be C $20,000.
The Principal Amount of the Debentures, together with any accrued and unpaid interest, will mature and become due and payable in cash on the date that is 24 months from the date of issue of the Convertible Debenture Units ("Issue Date"), subject to earlier conversion or redemption (the "Maturity Date"). The Principal Amount owing under the Debentures will accrue interest from the date of issuance at 12.0% per annum on a 30/360 calendar basis, payable every six (6) months in cash, except the first payment will be made in November 2024 and will consist of interest accrued from and including the Issue Date. As the Convertible Debentures will be unsecured debt obligations of the Company, each Convertible Debenture will rank subordinate to all secured debt obligations of the Company.
The Principal Amount may be converted, for no additional consideration, into Conversion Shares at the option of the holder of a Convertible Debenture (each, a "Holder") at any time after the Issue Date at a conversion price (the "Conversion Price") of $0.40 per Conversion Share. However, the Company may force the conversion of the Convertible ...