Mr. Ryan Jackson reports

CIELO ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS

Cielo Waste Solutions Corp. has closed the second tranche, for gross proceeds of $1.48-million, of its previously announced non-brokered private placement offering of unsecured convertible debenture units of the company at a price of $1,000 per convertible debenture unit for aggregate gross proceeds of up to $5-million. The company intends to continue to offer the convertible debenture units on the same terms and close one or more subsequent tranches during the month of April, 2024.

Each convertible debenture unit comprises: (i) one unsecured convertible debenture in the principal amount of $1,000 convertible into common shares of the company; and (ii) 2,500 detachable share purchase warrants exercisable into common shares. The minimum subscription amount is $20,000. Pursuant to the closing of tranche 2, the company issued 1,480 convertible debenture units for gross proceeds of $1.48-million, consisting of 1,480 convertible debentures and 3.7 million warrants.

The principal amount of the debentures, together with any accrued and unpaid interest, will mature and become due and payable in cash on the date that is 24 months from the date of issue of the convertible debenture units, subject to earlier conversion or redemption. The principal amount owing under the debentures will accrue interest from the date of issuance at 12 per cent per annum on a 30/360 calendar basis, payable every six months in cash, except the first payment will be made in November, 2024, and will consist of interest accrued from and including the issue date. As the convertible debentures will be unsecured debt obligations of the company, each convertible debenture will rank subordinate to all secured debt obligations of the company.

The principal amount may be converted, for no additional consideration, into conversion shares at the option of the holder of a convertible debenture at any time after the issue date at a conversion price of 40 cents per conversion share. However, the company may force the conversion of the convertible debentures, at the conversion price, in the event that the volume-weighted average price of the common shares on the exchange is greater than $1 for any 10 consecutive trading days. In the event of a forced conversion, the company will provide notice to holders by issuing a news release announcing the details of the forced conversion, including the date upon which the forced conversion will occur. In addition, the principal amount of the convertible debentures may be redeemed by the company at any time without penalty.

Each warrant will entitle the holder thereof to purchase one warrant share at a price of 70 cents per warrant share for a period of 24 months from the issue date. However, the company may accelerate the expiry of the warrants in the event that the volume-weighted average price of the common shares on the exchange is greater than $1 for any 10 consecutive trading days. In the event of a warrant term acceleration, the company will provide notice to holders of the warrants by issuing a news release announcing the details of the warrant term acceleration, including the accelerated expiry date of the warrants.

The company anticipates using the net proceeds of the private placement for the continued advancement of its renewable fuel projects, namely the wood-byproduct-to-Bio-SynDiesel project in Carseland, Alta., which is currently undergoing front-end engineering and design, and the company's railway-tie-to-Bio-Syndiesel project in Dunmore, Alta., as well as general working capital and corporate growth purposes. The Carseland project will be situated adjacent to an existing synthetic fuel facility owned and operated by Rocky Mountain Clean Fuels Inc. (RMCFI), which deploys patented technology developed by Expander Energy Inc.

The private placement is subject to the receipt of all required regulatory approvals, as applicable, including the final approval of the exchange. The exchange has conditionally approved the private placement. Commissions of cash and/or non-transferrable warrants may be paid in connection with the private placement in accordance with applicable laws. With respect to tranche 2, the company paid a cash commission of $2,100 and issued 5,250 broker warrants exercisable for 24 months at an exercise price of 70 cents per share.

The debentures and warrants, as well as conversion shares and warrant shares, will be subject to a statutory hold period expiring on the date that is four months and one day after the corresponding issue date, with respect to tranche 2 expiring on April 4, 2024.

About Cielo Waste Solutions Corp.

Cielo Waste Solutions is fuelling renewable change with a mission to be a leader in the wood-byproduct-to-fuel industry by using environmentally friendly, economically sustainable and market-ready technologies. The process and technology do not use food as feedstock as the company 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 byproducts that contribute to a cleaner fuel source and generating positive returns for its shareholders. Cielo's shares are listed on the TSX Venture Exchange under the symbol CMC as well as on the OTC Markets under the symbol CWSFF.

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