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Each Convertible Debenture Unit is comprised of: (i) one unsecured convertible debenture (each, a "Convertible Debenture") in the principal amount of C
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
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
Each Warrant will entitle the holder thereof to purchase one Warrant Share at a price of
The Company anticipates using the net proceeds of the Private Placement for the continued advancement of its renewable fuel projects, namely the wood byproduct to Bio-SynDiesel® Project in Carseland,
The Private Placement is subject to the receipt of all required regulatory approvals, as applicable, including the final approval of the Exchange. The Exchange has conditionally approved the Private Placement (subject to approval fo the extension). Commissions of cash and/or non-transferrable warrants (each a “Broker Warrant”, collectively the “Broker Warrants”) may be paid in connection with the Private Placement in accordance with applicable laws.
The Debentures and Warrants, as well as Conversion Shares and Warrant Shares, will be subject to a statutory hold period expiring on the date that is four months and one day after the corresponding Issue Date.
None of the securities offered in the Private Placement have been or will be registered under the
ABOUT CIELO
For further information please contact:
Cielo Investor Relations
Phone: (403) 348-2972
Email: investors@cielows.com
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. Forward-looking statements and information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions. Cielo is making forward looking statements, with respect to, but not limited to: the Private Placement and the terms thereof, including the targeted gross proceeds, the use of proceeds, the minimum subscription amount, the timing of closing of subsequent tranches, the terms of the Convertible Debenture Units, including the Convertible Debentures and Warrants, the hold period applicable to the securities to be issued under the Private Placement, commissions to be paid in connection with the Private Placement and the terms of Broker Warrants, the Forced Conversion and the Warrant Expiry Acceleration, including the notice/announcements to be made in connection therewith; the extension of the Private Placement; and the location of the
Investors should continue to review and consider information disseminated through news releases and filed by the Company on SEDAR+. 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, the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
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