09:47 AM EST, 02/11/2026 (MT Newswires) -- Cielo Waste Solutions ( CWSFF ) was edging up early Wednesday as it executed a binding letter of intent with Canadian Discovery Ltd. (CDL) to buy certain proprietary project development and evaluation assets, together with a concurrent, strategic private placement financing with the participation of certain principals of CDL.

Cielo said the assets, which will be set out in an asset purchase agreement (APA) to be executed between it and CDL in the coming weeks, will consist of certain of CDL's proprietary, project development and evaluation assets, including non-public technical and commercial information in the form of databases, data sets, models, analytical tools, technical reviews, and related intellectual property relating to renewable fuels and low carbon fuels production.

"This transaction is expected to conclude Cielo's restructuring chapter and mark our full entry into execution," said Cielo Waste Solutions ( CWSFF ) Chief Executive Ryan C. Jackson. "With our development platform coming into place, Cielo is positioned to execute a scalable clean fuels project development strategy designed to deliver long-term value."

Cielo said under the terms of the LOI, it will buy 100% of CDL's interest in the assets upon closing and will pay an amount equal to about $2.6 million as full consideration for the assets by issuing 17.3-million common shares at $0.15 apiece to or as directed by CDL. CDL and the CDL principals will be subject to standstill provisions with respect to the consideration shares as well as the units issued under the financing for a two-year period from closing of the proposed acquisition.

The proposed acquisition is anticipated to close in March 2026. Following the closing, Cielo's board will appoint Kaush Rakhit, Executive Chairman and majority shareholder of CDL, to serve as a director of the company.

The size of the company's board will increase to five following the appointment of Rakhit.

Cielo noted financing is a non-brokered private placement for proceeds of $1 million and is expected to include participation by certain principals of CDL as well as certain insiders of the company.

It said financing is expected to result in the issuance of about 16.7-million units at $0.06 apiece, where each unit is comprised of one common share and one whole common share purchase warrant, with each warrant entitling the holder to buy a share for $0.15 for a four-year period from the date of issuance. Proceeds will be used for the continued development and early-stage engineering of project Nexus, its proposed sustainable aviation fuel facility in Prince George British Columbia, including regulatory and incentive application work, as well as general working capital needs.

Shares of the company were up $0.005 to $0.07 on the TSX Venture Exchange.

Price: 0.07, Change: +0.01, Percent Change: +7.69