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Cielo Waste Solutions Inc. becomes a member of the 8020 Community

Cielo Press

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Cielo News Release

Cielo Announces Signing of Final Financial Term Sheet With SGC Canada Inc.
2013-07-15

SURREY, British Columbia, Canada
July 16, 2013
CNSX:CMC

Cielo Gold Corp. ("Cielo Gold" or the "Company") has signed a term sheet for the previously announced financing (see corporation press release March 27, 2013) for aggregate gross proceeds of $6.0 million (the "Project Financing").

The Project Financing will proceed through the issuance of convertible debentures. The material terms on the convertible debenture are 10.75% annual interest for a three year terms with a right of conversion in year 2 or 3 at a price equivalent to a 15% discount of the previous 20 day average closing price and in no case less than $0.25 per common share. Also connection with the Financing, the Corporation will pay a selling commission, the Agent will receive 7% in cash calculated on the total amount of this Private Placement, and an additional 7% calculated on a price per share of the Issuer calculated at the average closing price for the preceding 20 trading days prior to the Closing Date.

The proceeds of the Financing will be used for the purposes of building Canada's first commercial 700 Litre per hour renewable diesel refinery, the Company anticipates doing this with the assistance of Northcore Technologies Inc. (TSX:NTI). The terms of the Financing differ from the description provided in the Corporation's news release dated March 27, 2013 in one material respect, the total amount of the Offering is $6,000,000 whereas the prior term sheet contemplated a maximum offering of $5,500,000. There are conditions precedents to be met on the term sheet for this best effort offering, consequently there is no guarantee this financing will close and trading in the shares of the Company remains speculative.

"This is a very important step in our business development", stated Don Allan, President & CEO of Cielo. "This will prove our technology's ability to work on a commercial level using municipal solid waste as a feedstock to produce high-grade renewable-diesel. We look forward to replicating this first refinery with a series of modular refineries to scale an exciting business model."

For further details of these two agreements please visit our profile on CNSX.ca or contact Don Allan, CEO where they are available for viewing.

ON BEHALF OF THE BOARD

"Don Allan"
President, CEO & Chairman
Tel: (403) 340-1542 ext. 224
Fax: (403) 343-3572
E-mail: donallan@cielows.com



Certain statements contained in this release may constitute "forward-looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Property, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

These securities have not and will not be registered under United States federal or state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon. This news release does not constitute an offer of securities for sale in the United States.

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