Mr. Ryan Jackson reports

CIELO PROVIDES UPDATE ON PURCHASE OF LAND IN DUNMORE

Cielo Waste Solutions Corp. has executed an amendment to the agreement of purchase and sale (the PSA) with Renewable U Energy Inc. regarding the purchase by Cielo of land in Dunmore, Alta., for the purposes of building a full-scale, waste-to-fuel facility.

On May 1, 2023, Cielo 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. Following the company's recent asset purchase transaction with Expander Energy Inc., as previously announced, as management co-ordinates various aspects of achieving its primary goal of launching its first commercial facility, Cielo and Renewable U have agreed to amend the condition deadline for the financing condition to March 29, 2024, and the closing date to May 30, 2024. Cielo has waived all other conditions.

Cielo has also agreed to release the deposit of $100,000 and pay an additional $500,000 as a deposit, provided that the additional deposit be payable in common shares of Cielo at a price of three cents per share (to be adjusted to 45 cents after giving effect to the consolidation, as defined below, if issued following the consolidation), subject to the approval of the TSX Venture Exchange. In the event that Renewable U does not close on the sale of the Dunmore facility to Cielo, the total deposit will be set off against the amount owing by Cielo to Renewable U under an agreement announced on May 17, 2023, regarding the termination of memorandums of understanding that had been executed between the parties between 2018 and 2021.

The payment shares, if approved and once issued, will be subject to a hold period of four months and one day from the date of issuance. For additional information on the proposed transactions between Cielo and Renewable U, which remain subject to the approval of the exchange, see Cielo's news releases dated May 1, 2023, and May 17, 2023.

Correction regarding share consolidation

On Jan. 16, 2024, the company had announced that it is proceeding with a share consolidation on the basis of one preconsolidation common share of Cielo for every 15 postconsolidation common shares of Cielo, which should read " ... one postconsolidation common share of Cielo for every 15 preconsolidation common shares of Cielo."

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. Its process and technology do not use food as feedstock as Cielo is proudly advancing its non-food derived model based on its exclusive licence in Canada for patented enhanced biomass to liquids (EBTL) and biomass gas to liquids (BGTL) technologies and related intellectual property, along with an exclusive licence in the United States for creosote and treated wood waste, including abundant railway tie feedstock. Cielo has assembled a diverse portfolio of projects across geographic regions and secured the ability to leverage the expertise of proven industry leaders. Cielo is committed to the goal of producing renewable fuels from wood waste that contribute to a cleaner fuel source and generating positive returns for its shareholders.

We seek Safe Harbor.