Mr. Ryan Jackson reports

CIELO ANNOUNCES UP TO $6 MILLION PROPOSED NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

Cielo Waste Solutions Corp. is proposing to complete a flow-through private placement on a non-brokered basis. The company intends to raise up to $6-million in gross proceeds by issuing up to 150 million flow-through shares at a price of four cents per FT share.

The purpose of the private placement is to advance Cielo's first commercial waste-to-fuels facility in Carseland, Alta., which will utilize the recently acquired EGTL technology under exclusive licence to Cielo. Each FT share will be a common share of the company issued as a flow-through share (as defined in Subsection 66(15) of the Income Tax Act (Canada) (the ITA)). The gross proceeds from the sale of FT shares will be used by the company to incur qualifying Canadian renewable and conservation expenses (CRCE) for the Carseland project, which will qualify as Canadian exploration expenses (CEE) under the ITA and will be renounced in favour of the purchasers of the FT shares for the 2023 tax year in an aggregate amount of not less than the gross proceeds of the private placement.

It is anticipated that the closing of the private placement will occur in one or more tranches on or before Dec. 31, 2023. The closing of the private placement is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The company anticipates that one or more officers and/or directors of the company may participate in the private placement, which would constitute related party transactions of the company under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Participation by insiders in the private placement is expected to be exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101.

Further, subject to compliance with the policies of the exchange and applicable securities legislation, the company may pay finders' fees in connection with the private placement in cash, securities or a combination of both. All of the securities issued or issuable pursuant to the private placement will be subject to a hold period expiring four months and one day after the date of issuance.

About Cielo Waste Solutions Corp.

Cielo Waste Solutions 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, on the Frankfurt 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's business model is to construct additional processing facilities. Cielo's objective is to generate value by converting waste to fuel, while fuelling the sustainable energy transition.

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