CMC Cielo Waste Solutions Corp

Cielo Waste Solutions Corp. (TSXV:CMC; OTC PINK:CWSFF) (“Cielo” or the “Company”) announces the anticipated settlement of an aggregate $1,622.413.10 (the “Aggregate Debt Amount”) in debt by way of share issuance (each a “Shares for Debt Transaction”, collectively the “Shares for Debt Transactions”), subject to the approval of the TSX Venture Exchange (the “Exchange”). The Company intends to issue a total of 15,451,545 (subject to rounding) common shares (the “Repayment Shares”) at a price of $0.105 per share.

The Company has executed agreements with certain of its creditors to issue 14,480,856 of the Repayment Shares at a price of $0.105 per share to settle $1,520,490.67 of the Aggregate Debt Amount. In addition, Cielo intends to execute an agreement on the same or substantially similar terms with an Insider of the Company (as that term is defined by the policies of the Exchange) to settle the balance ($101,922.43) of the Aggregate Debt Amount by the issuance of 970,689 Repayment Shares at a price of $0.105 per share.

The Shares for Debt Transaction with the Insider (the “Insider Transaction”) is considered to be a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5 (a) and 5.7(1) (a), as the fair market value of the Insider Transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.  

The Shares for Debt Transactions are subject to the approval of the Exchange. Upon approval and issuance, the Repayment Shares will be subject to a hold period of 4 months.

The Company also would like to make a correction to a news release issued on April 29, 2024 regarding prior shares for debt transactions (the “Prior Transactions”) for the settlement of $25,184 of the Company’s debt (the “Prior Debt”). The news release had stated $0.32 as the share price at which shares would be issued to settle the Prior Debt, whereas the correct share price is $0.31.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

ABOUT CIELO

Cielo is fueling renewable change with a mission to be a leader in the wood by-product-to-fuels industry by using environmentally friendly, economically sustainable and market-ready technologies. We are proud to advance our non-food derived model based on our 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 US for creosote and treated wood waste, including abundant railway tie feedstock. We have 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 helping society ‘change the fuel, not the vehicle’, which we believe will contribute to generating positive returns for shareholders. Cielo shares are listed on the TSX Venture Exchange under the symbol “CMC,” as well as on the OTC Pink Market under the symbol “CWSFF.”

For further information please contact:

Cielo Investor Relations

Ryan Jackson, CEO Phone: (403) 348-2972 Email: investors@cielows.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project”, “should” or similar words, including negatives thereof, suggesting future outcomes.

Forward-looking statements are subject to both known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Forward-looking statements and information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions. Cielo is making forward-looking statements, including but not limited to with respect to: the terms of the Shares for Debt Transactions, including but not limited to the number of Repayment Shares to be issued, the share price, and the agreement to be executed with the Insider of the Company.

Investors should continue to review and consider information disseminated through news releases and filed by the Company on SEDAR+. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.