Cielo holds an exclusive global license through the Agreement (as defined below) with 1888, to complete the development and commercialization of the Technology (as defined below). The Technology, which is patented in Canada and the United States, can utilize waste to produce fuel through a catalytic thermal depolymerization process. Cielo is currently using the Technology at its demonstration facility located in Aldersyde, Alberta, to produce fuel from wood waste and intends to construct both a research and development facility and a full-scale facility at its Fort Saskatchewan, Alberta, property. Cielo and 1888 have executed a preliminary agreement pursuant to which Cielo and 1888 have agreed that: All rights of 1888 to utilize the Technology and receive payment of Royalty and Refinery Fees (as defined below) are terminated. In consideration for terminating the Agreement and transferring the patents and all related intellectual property to Cielo, Cielo will issue ten million (10,000,000) common shares in the capital of Cielo (the "Shares") to 1888 on the closing date. The closing date shall be December 3, 2021 or such other date agreed upon by Cielo and 1888. The preliminary agreement and issuance of the Shares are subject to the approval of the TSX Venture Exchange. 1888 and Cielo entered into a license agreement dated June 14, 2016 which was subsequently restated and amended through a binding agreement dated November 1, 2017 (the "Agreement"). Pursuant to the Agreement: a) 1888 and Cielo agreed to the payment of Royalty and Refinery Fees by Cielo to 1888 in exchange for 1888 providing resources for the development of technology to convert and transform waste to fuel (the "Technology"); b) 1888 provided and Cielo accessed capital for the development of the Technology owned by Cielo; c) Cielo provided a license to 1888 to develop the Technology, which included the consent from Cielo for 1888 to develop, improve, and patent the Technology, and 1888 obtained patents concerning the Technology; d) Cielo had the right to develop and improve the Technology and did continue and will continue to develop the Technology to commercialization and beyond; e) Upon commercialization of the Technology, Cielo was to pay 1888 a royalty of CAD 0.05 on every liter of fuel produced by Cielo (the "Royalty") as well as an additional sum for each refinery beyond the initial refinery constructed by Cielo (the "Refinery Fees"); and f) Certain rights for the termination of the Royalty and Refinery Fees were provided to Cielo.