Mr. Ryan Jackson reports

CIELO ADVANCES CARSELAND PROJECT WITH CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

Cielo Waste Solutions Corp. has secured financing for the next stage of engineering development of the Carseland project through the closing of its previously announced non-brokered flow-through private placement.

Both the Cielo and Expander Energy Inc. management teams have shown further commitment to the strategic objectives of the company by making additional investments which will allow for the advancement of engineering, permit preparation, feedstock and land acquisition at Carseland, Alta.

Under the private placement, Cielo issued a total of 16.75 million flow-through (FT) shares at a price of four cents per FT share for aggregate gross proceeds of $670,000. Each FT share is a common share of the company issued as a flow-through share (as defined in Subsection 66(15) of the Income Tax Act (Canada) (ITA)). Certain insiders of the company, including chief executive officer Ryan Jackson and chief financial officer Jasdeep K. Dhaliwal, participated in the private placement for a total of $410,000. In addition, Steve Kresnyak, PEng, executive vice-president and chief technology officer of Expander, invested $200,000 under the private placement. Based on its terms, the private placement was required to be completed by the end of December, 2023. Cielo anticipates pursuing another offering of flow-through shares in 2024, on terms to be determined, to support the company's initial goal of raising up to $6-million in aggregate.

"Jasdeep and I are happy to invest in Cielo at this important juncture to assist in moving the key milestones forward for the Carseland expansion project. We are confident in Cielo's acquired technology that is powered by Expander's technical expertise and are elated to invest in Cielo once again," commented Mr. Jackson, chief executive officer of Cielo. "Since the required time frame to complete the private placement was short -- by the end of December, 2023 -- we intend to do another similar offering in 2024."

As noted above, proceeds from the private placement will be allocated to the advancement of Cielo's first commercial waste-to-fuels facility in Carseland, which will utilize Cielo's enhanced biomass to liquids (EBTL) technology. The FT shares will be renounced with an effective date no later than Dec. 31, 2023, to the initial purchasers of the FT shares in an aggregate amount not less than the gross proceeds raised.

As noted, certain insiders of the company participated in the private placement and acquired an aggregate of 10.25 million FT shares. Their purchases constitute related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on sections 5.5(a) and (b), and 5.7(1)(a) and (b), respectively, of MI 61-101. No new insiders were created, nor any change of control occurred, as a result of the private placement, and no commissions were paid.

All of the securities issued or issuable pursuant to the private placement are subject to a hold period expiring on April 30, 2024. All dollar amounts herein are in Canadian dollars, unless expressly indicated otherwise.

About Cielo Waste Solutions Corp.

Cielo Waste Solutions is fuelling renewable change with a mission to be a leader in the wood waste-to-fuels industry by using environmentally friendly, economically sustainable and market-ready technologies.

We seek Safe Harbor.