Mr. Ryan Jackson reports

CIELO ANNOUNCES AMENDMENTS TO AGREEMENTS WITH RENEWABLE U ENERGY INC. AND PROVIDES UPDATE ON SECURITIES CONSOLIDATION

Cielo Waste Solutions Corp. has provided updates regarding its agreements with Renewable U Energy Inc., including with respect to the purchase of land in Dunmore, Alta., by Cielo for the purposes of building a full-scale, waste-to-fuel facility. The company has also provided an updated on the previously disclosed, proposed securities consolidation of the common shares of Cielo.

Renewable U agreements

On May 1, 2023, Cielo had announced its agreement with Renewable U to acquire the Dunmore land, which provided for a condition deadline as well as a tentative closing date, both of which have been amended since the date of the initial agreement, as previously disclosed. In light of the company's recent asset purchase transaction with Expander Energy Inc., Cielo and Renewable U have agreed to further amend the condition deadline to Dec. 15, 2023, and the closing date to Jan. 5, 2024, which is expected to allow Cielo the opportunity to strategically assess financing alternatives subsequent to the acquisition.

On May 17, 2023, Cielo had announced a termination agreement with Renewable U regarding the termination of memorandums of understanding that had been executed between the parties between 2018 and 2021. Under the terms of the termination agreement, Cielo is required to submit a proposal to Renewable U setting out the terms on which the $2-million owing from Cielo to Renewable U would be exchanged for a participation interest in the Dunmore facility. The proposal deadline has been extended to March 29, 2024.

For additional information on the proposed transactions between Cielo and Renewable U, which remain subject to the approval of the TSX Venture Exchange, see Cielo's news releases dated May 1, 2023, and May 17, 2023.

Ralph Bohlmann, chief executive officer of Renewable U, stated, "Renewable U has been supportive of Cielo since 2018, and now with the completion of the transaction, and the combined tech of Expander Energy and Cielo, we are even more excited about the future."

Securities consolidation

Following receipt of the requisite special majority approval of the company's shareholders at Cielo's annual general and special shareholder meeting held on Oct. 26, 2023, the company's board of directors has authorized management to proceed in the coming days with the consolidation on the basis of one postconsolidation common share for every 15 preconsolidation common shares of the company. The company has 1,680,713,625 preconsolidation common shares issued and outstanding. Following completion of the consolidation, the company will have 112,047,575 postconsolidation common shares issued and outstanding. All securities of the company, including warrants, stock options and other incentive awards, as well as the remaining shares to be issued to Expander pursuant to the terms of the asset purchase, will be subject to the consolidation.

The company will circulate a letter of transmittal to its registered shareholders with respect to the consolidation. The consolidation is subject to the approval of the exchange. An update will be provided with the effective date of the consolidation once determined.

Management change

As part of the relationship with Expander and procedures resulting from the asset purchase, Cielo also announces today that Ryan Carruthers, executive vice-president of operations for Cielo, has transitioned to Expander Energy Services, a subsidiary of Expander, where Mr. Carruthers has been invited, and has agreed, to join the operations team.

Ryan Jackson, chief executive officer of Cielo, stated: "We thank Ryan for his dedication and commitment to Cielo over the past two years and, more recently, in his role as EVP, operations. His knowledge of Cielo's technology and expertise in operations will be instrumental in the delivery of the Carseland project and our future projects. We look forward to continuing our journey together."

Mr. Carruthers stated: "I would like to thank the Cielo management team and the board of directors for the opportunities as well as the experience I've gained over the past two years. I am pleased to be joining the Expander team and I remain committed to Cielo's success. I look forward to supporting the growth of Cielo and the development of their projects."

About Cielo Waste Solutions Corp.

Cielo was incorporated under the Business Corporations Act (British Columbia) on Feb. 2, 2011. Cielo is a publicly traded company with its shares listed to trade on the TSX Venture Exchange under the symbol CMC and on the Frankfurt Stock Exchange under the symbol C36, as well as on the OTC Venture Market (OTCQB) under the symbol CWSFF. The company's strategic intent is to become a leading waste-to-fuel company using economically sustainable technology while minimizing the environmental impact. Cielo has a patented process that can convert waste feedstocks, including organic material and wood derivative waste, to fuel. Having demonstrated its ability to produce diesel and naphtha from waste, Cielo has a business model to construct additional processing facilities. Cielo's objective is to generate value by converting waste to fuel, while fuelling the sustainable energy transition.

We seek Safe Harbor.