Cielo Announces Strategic Partnership Framework Agreement With Tano T'enneh Enterprises For Proposed Sustainable Aviation Fuel Facility In British Columbia
The SPFA establishes a non-binding framework for Cielo and TTE to work together to evaluate and advance Project Nexus toward negotiating and executing definitive agreements (the“ Definitive Agreement(s)”), while preserving Cielo's rights to the Project concept and its ability to pursue the Project elsewhere if it does not proceed with TTE or in Lheidli T'enneh Nation territory.
Proposed Project Structure
Under the terms contemplated by the SPFA, Project Nexus would be owned and financed through a limited partnership structure (the“ Project LP”) in which TTE would hold up to 51% of the units of the Project LP (the“ LP Units”) representing majority Indigenous ownership. Cielo (together with any third party limited partners introduced by Cielo) would hold the balance of the LP Units. A general partner is intended to be established with representation from both Cielo and TTE to operate the Project LP. Governance terms will be set out in the Definitive Agreement(s).
It's anticipated that TTE would acquire land within Lheidli T'enneh Nation territory to serve as the Project site, with tenure anticipated to support Indigenous financing programs and federal loan guarantees, where available and applicable.
Financing Framework
Cielo and TTE intend to explore a financing structure that may include British Columbia Low Carbon Fuel Standard (“ BC LCFS”) incentives, Indigenous loan guarantee programs, Canada Infrastructure Bank financing, Clean Fuels Fund funding, and investment tax credits. Cielo's equity contribution may be structured to be partially recoverable through future LCFS credit allocations under a BC LCFS Initiative Agreement, if entered into, reducing upfront capital requirements while maintaining alignment with Project performance. Final financing terms will be subject to the Definitive Agreement(s), lender requirements, and program eligibility.
“We are pleased to be working with TTE toward a sustainable aviation fuel facility in British Columbia. Majority Indigenous ownership is a foundational principle of this partnership, and we look forward to advancing the Project through the next stages of development,” said Ryan C. Jackson, CEO of Cielo.
Roles of the Parties
It's anticipated that Cielo would lead all technical and commercial workstreams, including feasibility, pre-FEED (front-end engineering and design) and FEED engineering, permitting, technology integration, EPC (engineering, procurement and construction) oversight, BC LCFS Initiative Agreement submissions, and operational readiness, and TTE is expected to contribute land access, government and community relations, Indigenous financing pathways, workforce development, and environmental stewardship.
"From our very first conversation with Cielo, it was clear this was a different kind of partnership. One built on genuine respect, shared values, and a commitment to long-term benefit for our Nation. This project has the potential to create real jobs, real revenue, and a lasting legacy for Lheidli T'enneh. We are excited to get to work," said Evan Salter, CEO of Tano T'enneh Enterprises.
Next Steps
Cielo intends to work with TTE toward the negotiation and execution of the Definitive Agreement(s), including agreements relating to land tenure and the formation and governance of the Project LP, with the intention of advancing Project Nexus through feasibility toward FID (Final Investment Decision).
The SPFA is non-binding (other than customary confidentiality and similar provisions) and the Project remains subject to feasibility results, financing and regulatory approvals. Unless the Definitive Agreement(s) are entered into, nothing in the SPFA restricts Cielo from pursuing Project Nexus elsewhere if the Project does not proceed with TTE or within Lheidli T'enneh Nation territory.
ABOUT CIELO
Cielo Waste Solutions Corp. is a clean fuels infrastructure and project development company focused on advancing waste-derived feedstocks into sustainable aviation fuel and other low-carbon energy products. Through its Nexus Platform - an integrated framework supporting project evaluation, engineering, financing, and capital-efficient execution - Cielo is advancing Project Nexus in British Columbia while building a scalable pipeline of clean fuels projects across North America and select international markets.
Cielo's shares are listed on the TSX Venture Exchange under the symbol CMC and on the OTCQB under the symbol CWSFF.
ABOUT TANO T'ENNEH ENTERPRISES
Tano T'enneh Enterprises serves as the economic and business development arm of the Lheidli T'enneh First Nation. Its mission is to create sustainable, community-driven economic opportunities that support the Nation's long-term prosperity.
The organization oversees various businesses and ventures. Additionally, Tano T'enneh holds the largest First Nations Woodland License in British Columbia, granting exclusive timber harvesting rights to over 217,000 hectares of land. This enables the Nation to manage forest resources for both economic gain and environmental stewardship.
Under the leadership of CEO Evan Salter, Tano T'enneh continues to expand its portfolio, focusing on initiatives that align with Lheidli T'enneh's cultural values and economic goals.
ABOUT LHEIDLI T'ENNEH NATION
The Lheidli T'enneh Nation is the original stewards of their traditional territory in north-central British Columbia, with deep ties to the land and a commitment to advancing the well-being of their community for future generations.
For further information please contact:
Cielo Investor Relations
Ryan C. Jackson, CEO
Phone: (403) 348-2972
Email:...
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.
The Company is making forward-looking statements with respect to, among other things: the SPFA and the terms thereof; the proposed structure and ownership of Project Nexus; the negotiation, execution, and completion of the Definitive Agreement(s); the proposed financing structure and access to funding such as Indigenous financing programs, loan guarantees, and government incentive programs; the potential acquisition of land and related land tenure arrangements for the Project; the expectation that a general partner will be established and that governance terms will be set out in the Definitive Agreement(s); Cielo's ability and intention to pursue Project Nexus or alternative development pathways independently or with other parties; the anticipated roles and contributions of Cielo and TTE; the advancement of the Project through feasibility and toward FID; the potential development of a sustainable aviation fuel facility in British Columbia; the potential benefits to Lheidli T'enneh Nation and related job, revenue, and economic outcomes; and the expected strategic benefits of the partnership to the Company's project development platform.
Forward-looking statements are subject to both known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Cielo, that may cause actual results, level of activity, performance, or achievements of the Company to differ materially from those 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. Any securities referred to herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption.

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