Mr. Ryan Jackson reports

CIELO ANNOUNCES FISCAL Q2 2024 FINANCIAL RESULTS AND FILING OF RESTATED Q1 FINANCIAL STATEMENTS

Cielo Waste Solutions Corp. today released its financial results for the six months ended Oct. 31, 2023, and 2022 (the Q2 financial statements) as well as the filing of its restated unaudited interim financial statements for the three months ended July 31, 2023, and 2022 (the restated financial statements). Copies of the unaudited Q2 financial statements and related management's discussion and analysis can be found on the company's issuer profile at SEDAR+. All financial information in this news release is reported in Canadian dollars, unless otherwise indicated.

Q2 2024 highlights

During, and subsequent to the quarter ended Oct. 31, 2023, Cielo achieved the following goals:

• Closing of an asset purchase transaction with Expander Energy Inc., as disclosed in a news released dated Nov. 10, 2023, as a result of which Cielo acquired assets and liabilities of Expander, as well as an exclusive licence in Canada for all feedstocks and in the United States for creosote and treated wood, to operate the EBTL and BGTL technologies business acquired from Expander, which management believes will allow Cielo to accelerate its timeline to revenue while enhancing Cielo's existing proprietary Thermal Catalytic Depolymerization (TCD) technology; and
• Completed the sale of the company's property in Fort Saskatchewan, Alta., and the resulting elimination of the company's $11-million mortgage loan, as disclosed in a news release dated Aug. 3, 2023.

For the three months ended Oct. 31, 2023, the company had a net loss of $1.4-million, which consisted primarily of (i) general and administrative of $600,000; (ii) research and development costs of $200,000; (iii) finance costs of $500,000; (iv) share-based compensation of $200,000.

Net loss for the six months ended Oct. 31, 2023, was $7.3-million, $22-million less than the period ended Oct. 31, 2022, primarily due to an overall reduction of operating costs of approximately $1.0-million plus recognition of an impairment loss on the Fort Saskatchewan property of $3.8-million (due to a condition of sale) compared to the impairment recognition related to property, plant and equipment of $25.4-million in 2022.

During the quarter ended Oct. 31, 2023, Cielo had negative operating cash flow of $1.1-million, consistent with prior periods and as expected in a prerevenue business. Cielo expects cash flow from operations to be negative during the product development stages of the company.

Outlook

During, and subsequent to, the quarter ending Jan. 31, 2024, Cielo anticipates the following:

• 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 with a share consolidation on the basis of one postconsolidation common share for every 15 preconsolidation common shares of the company. Management may enact the consolidation at such time as is optimal. The consolidation is subject to the approval of the TSX Venture Exchange. An update will be provided with the effective date of the consolidation once determined.
• On Dec. 7, 2023, the company announced a proposed 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 (the FT shares) at a price of four cents per FT share.

Restated financial statements

During the second quarter ended Oct. 31, 2023, Cielo identified that certain assets were incorrectly excluded from the impairment calculation of assets held for sale at July 31, 2023. As a result, the impairment of property, plant and equipment and the net and comprehensive loss previously reported of $2.7-million and $4.8-million, respectively, during the quarter ended July 31, 2023, were understated by $1.1-million. Cielo restated these financial statements resulting in an impairment of property, plant and equipment, and net and comprehensive loss of $3.8-million and $5.9-million, respectively. In addition, property, plant and equipment, and total assets previously reported of $12.2-million and $26.6-million, respectively, were overstated by the same $1.1-million. These restated financial statements reflect the restated balances of property, plant and equipment, and total assets of $11.1-million and $25.5-million, respectively. The basic and diluted loss per share is one cent and cash used in operating activities remained unaltered at $1.4-million.

Conference call

Cielo's chief executive officer, Ryan Jackson, and its chief financial officer, Jasdeep K. Dhaliwal, will host a conference call on Tuesday, Dec. 19, 2023, at 12 p.m. ET to discuss the filings and current matters and answer investor questions. The company invites all investors and other interested parties to participate by dialing in to the number provided herein.

Date:  Tuesday, Dec. 19, 2023

Time:  12 p.m. ET

Conference call number:   1-888-664-6392

About Cielo Waste Solutions Corp.

Cielo Waste Solutions is a publicly traded company with its shares listed to trade on the TSX Venture Exchange (TSX-V) under the symbol CMC, as well as on the OTC Venture Market (OTCQB) under the symbol CWSFF. Cielo was formed as a result of the amalgamation with a wholly owned subsidiary under the Business Corporations Act (British Columbia). 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 fueling the sustainable energy transition.

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