On May 31, 2024, Cielo Waste Solutions Corp. closed the transaction. The company issued 90 Convertible Debenture Units for gross proceeds of CAD 90,000 in final tranche.

Each Convertible Debenture Unit is comprised of one unsecured convertible debenture in the principal amount of CAD 1,000 convertible into common shares and each such Common Share and 2,500 detachable share purchase warrants exercisable into Common Shares. 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, subject to earlier conversion or redemption. 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 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.

Each Warrant will entitle the holder thereof to purchase one Warrant Share at a price of CAD 0.70 per Warrant Share for a period of 24 months from the Issue Date. 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.

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, being October 1, 2024.