November 30, 2018 - 1:28 PM EST
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Cielo Waste Solutions Provides Operations Update and Announces Shares for Debt Settlements

VANCOUVER, BC / ACCESSWIRE / November 30, 2018 / Cielo Waste Solutions Corp. ("Cielo" or the "Company") (CSE: CMC) would like to provide an operations update on the Company's Aldersyde renewable diesel refinery (the "Refinery") and announce the settlement of $1,114,517.73 of debt in order to conserve capital while completing the commissioning process for the Refinery.

Operations Update

The Refinery continues to operate under a two-step process, step 1 being the conversion of the biomass (waste/sawdust) into a distillate and step 2 being conversion of the distillate into renewable naphtha, kerosene and diesel. The fuels produced to date are being held in tanks until the Company is able to install the desulphurization unit to remove the sulphur from the fuels.

As previously announced, in order to operate both steps described above simultaneously, Cielo requires a larger heater system to be installed, which involves the purchase of a second boiler and re-engineering of the first. Management had previously determined that moving forward with the rest of the commissioning process while addressing financing needs would be the most prudent approach. Cielo reached the final stage, desulphurization, and is currently choosing between two alternative processes that will result in the ability to sell its high-grade renewable fuels at the highest possible price. As the implementation of the desulphurization equipment will take longer than anticipated due to third party laboratory testing and the proximity of the holiday season, management estimates achieving first sales in Q1 2019.

In the meantime, management has determined that the best way to continue to move the process and timeline forward is to focus on acquiring the second boiler and re-engineering the first, which is currently in progress. This will allow both steps described above to run concurrently and facilitate the continuous flow operation of the Refinery. Management anticipates completing the purchase, manufacturing, installation and commissioning of the second boiler system 6 to 10 weeks after securing financing.

Financing Activities/Shares for Debt Settlements:

Cielo continues to receive support from its stakeholders. Contractors have agreed to convert over $500,000 of their trade receivables and two of the Company's insiders have agreed to convert over $600,000 of their outstanding loans to the Company into common shares of Cielo.

The shares for debt arrangements provide for the settlement of $508,684.40 in funds owing to contractors by the issuance of 2,826,025 common shares at a deemed price of $0.18 per share and $605,833.33 in loans owing to insiders of the Company by the issuance of 3,029,167 common shares at a deemed price of $0.20 per share, being a 20% and 33% premium, respectively, to the Company's closing price on November 29, 2018. As management has decided to proceed with the improvement of the heater system and the purchase and installation of the second boiler, the Company is considering a potential private placement offering of securities. If the Company proceeds, management expects to determine and announce the terms of the offering in the next week.

As certain insiders participated in the shares for debt transactions, it is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relies on the exemption from valuation requirement pursuant to subsection 5.5(b) of MI 61-101, as the securities of the Company are not listed or quoted on an enumerated stock exchange, and the Company relies on the exemption from minority approval under subsection 5.7(b) of MI 61-101, as the securities of the Company are not listed or quoted on an enumerated stock exchange; neither consideration received, nor the fair value of the securities distributed exceeds $2,500,000; and at least two thirds of independent directors of the Company, voted in favour of the related party transaction.

Don Allan, President and CEO, stated that, "Although we have encountered a number of challenges in our commissioning process, we have been able to figure out solutions, which are taking time and money to resolve. As is the case with the commissioning of many technologies, as they are scaled up, there are unforeseen and uncontrollable factors that are encountered. Despite the challenges that have arisen, we have continued to advance our technology. We have produced our renewable fuels and are working towards removing the sulphur as quickly as possible but also ensuring that we continue to make the best choices for the technology and Company in the long run, not just with a focus on achieving initial sales. At the same time, we are being proactive in taking the needed next steps to get our Aldersyde refinery operating on a continuous-flow basis, to keep the momentum going and working to enhance shareholder value. Management thanks the trades and insiders for their continued support, their conversion of debt at a premium to market prices demonstrating their belief in and commitment to Cielo and our technology."

Conference Call:

Cielo will be hosting a Conference Call on Wednesday, December 5, 2018 from 1:00 PM to 2:00 PM MDT. Please join our meeting from your computer, tablet or smartphone.

https://global.gotomeeting.com/join/858718085

You can also dial in using your phone.

1-877-385-4099, and then dialing the following participant number: 7013581

Join Cielo shareholders on 8020 Connect: http://bit.ly/Cielogroup

For more information please contact:

Cielo Waste Solutions Corp.
Don Allan, President & CEO
(403) 348-2972 Ext. 101
[email protected]
www.cielows.com

Michael Yeung, CFA, VP, Business Development & Capital Markets
(403) 348-2972 Ext. 103
[email protected]
www.cielows.com

About Cielo Waste Solutions Corp.

Cielo Waste Solutions Corp. is a publicly traded company with its shares listed to trade on the Canadian Securities Exchange ("CSE") under the symbol "CMC". Cielo holds the exclusive license for the global rights to a transformational, patent-pending, technology engineered to convert garbage-derived feedstocks to high grade renewable diesel, at a significantly lower cost than biofuel companies. With landfills being one of the world's leading contributors to Green House Gas emissions and being projected to double in size over the next 7 years, Cielo can potentially resolve this crisis, on a cost-effective basis, by converting multiple different garbage-derived feedstocks, including sorted municipal solid waste (garbage), wood and agriculture waste, tires, blue-box waste, all plastics and virtually any other cellulous waste product into high grade renewable diesel.

Cautionary Note Regarding Forward-looking Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.

Forward looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements, including but not limited to: the use of proceeds of the offering, receipt of all necessary approvals of the offering, general business, economic, competitive, political and social uncertainties; negotiation uncertainties and other risks of its industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, neither the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

SOURCE: Cielo Waste Solutions Corp.


Source: ACCESSWIRE (November 30, 2018 - 1:28 PM EST)

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