Cielo Announces Amendments to Agreements with Renewable U Energy Inc. and Provides Update on Securities Consolidation

Purchase of Dunmore Land Scheduled for early January 2024

CALGARY, Alberta, Nov. 27, 2023 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV: CMC; OTCQB: CWSFF) (“Cielo” or the “Company”), a waste-to-fuel environmental technology company, announces today updates regarding its agreements with Renewable U Energy Inc. (“Renewable U”), including with respect to the purchase of land in Dunmore, Alberta (the “Dunmore Land”) by Cielo for the purposes of building a full-scale, waste-to-fuel facility (the “Dunmore Facility”). The Company also provides an updated on the previously disclosed, proposed securities consolidation of the common shares of Cielo (the “Consolidation”).

Renewable U Agreements

On May 1^st, 2023, Cielo had 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. In light of the Company’s recent asset purchase transaction (the “Asset Purchase”) with Expander Energy Inc. (“Expander”), Cielo and Renewable U have agreed to further amend the condition deadline to December 15^th, 2023 and the closing date to January 5^th, 2024, which is expected to allow Cielo the opportunity to strategically assess financing alternatives subsequent to the acquisition.

On May 17^th, 2023, Cielo had announced a termination agreement with Renewable U (the “Termination Agreement”) regarding the termination of memorandums of understanding that had been executed between the parties between 2018 and 2021. Under the terms of the Termination Agreement, Cielo is required to submit a proposal to Renewable U setting out the terms on which the $2 million owing from Cielo to Renewable U would be exchanged for a participation interest in the Dunmore Facility. The proposal deadline has been extended to March 29^th, 2024.

For additional information on the proposed transactions between Cielo and Renewable U, which remain subject to the approval of the TSX Venture Exchange (the “Exchange”), see Cielo’s news releases dated May 1^st, 2023 and May 17^th, 2023.

Ralph Bohlmann, CEO of Renewable U, stated: “Renewable U has been supportive of Cielo since 2018 and now with the completion of the transaction and the combined tech of Expander Energy and Cielo, we are even more excited about the future.”

Securities Consolidation

Following receipt of the requisite special majority approval of the Company’s shareholders at Cielo’s annual general and special shareholder meeting held on October 26^th, 2023, the Company’s board of directors has authorized management to proceed in the coming days with the Consolidation on the basis of one post-consolidation common share for every fifteen pre-consolidation common shares of the Company. The Company has 1,680,713,625 pre-consolidation common shares issued and outstanding. Following completion of the Consolidation, the Company will have 112,047,575 post-consolidation common shares issued and outstanding. All securities of the Company, including warrants, stock options and other incentive awards, as well as the remaining shares to be issued to Expander pursuant to the terms of the Asset Purchase, will be subject to the Consolidation.