CIELO ANNOUNCES MARKETED FINANCING FOR GROSS PROCEEDS OF C$8,500,000

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, June 15, 2022 /CNW/ - Cielo Waste Solutions Corp. (the "Company" or "Cielo") (TSXV: CMC) (OTCQG: CWSFF) today announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario in connection with an marketed offering (the "Offering") of 121,428,571 units (the "Units") at a price of $0.07 per Unit for gross proceeds of $8,500,000. Echelon Wealth Partners Inc. (the "Agent") will act as agent for the Offering on a commercially reasonable "best efforts" basis.

Each Unit consists of one common share (a "Common Share") and one full share purchase warrant (a "Warrant"). Each Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.09 for a period of 60 months following the Closing Date.

The Agent has been granted an option to offer for sale up to an additional 15% of the securities sold pursuant to the Offering (the "Over-Allotment Option"), exercisable in whole or in part, to purchase Units, Common Shares or Warrants, or any combination thereof, on the same terms as the Offering for market stabilization purposes and to cover overallotments, within 30 days of the date of closing of the Offering. Closing of the Offering is subject to a number of conditions, including without limitation, receipt of all regulatory approvals.  There can be no assurance as to whether or when the Offering will be completed.

As consideration for their services, the Company will pay a fee in connection with the Offering, including: (i) a cash commission equal to 7.0% of the aggregate gross proceeds received from the sale of the Offering (including from the exercise of the Over-Allotment Option), excluding any securities issued to purchasers on the president's list (the "President's List"), in respect of which the cash fee payable by the Company shall be 3.5% of the aggregate gross proceeds received from such President's List purchasers, and (ii) an aggregate number of warrants (the "Agent Warrants") equal to 7.0% of the aggregate number of the securities sold in the Offering, excluding any securities issued to purchasers on the President's List, in respect of which the Agent Warrants issued by the Company shall be 3.5% of the aggregate number of securities issued to such President's List purchasers. Each Agent Warrant shall be exercisable into Units at an exercise price of $0.07 for a period of 60 months following the Closing Date (as defined below).

The Company intends to use the proceeds of the Offering for capital and equipment costs relating to the R&D Facility, additional research and development expenditures, expenses related to the Offering, and for other general corporate purposes.

The Offering is expected to close on or about July 6, 2022 (the "Closing Date"), or such other date as the Company and the Agent may agree.

The closing of the Offering shall be conditional upon, among other things, the Common Shares the Warrant Shares and the Common Shares issuable upon exercise of the Agents Warrants (including those issued or issuable pursuant to the exercise of the Over-Allotment Option, if any) being listed for trading on the TSX Venture Exchange (the "TSXV"). The Company intends to list the Warrants on the TSXV (including those Warrants issued pursuant to the exercise of the Over-Allotment Option, if any and any Warrants issuable pursuant to the exercise of the Agent Warrants) on or after the Closing Date, subject to the Company fulfilling the listing requirements of the TSXV.

First Choice Financial, and certain members of the Cielo board of directors and management team are expected to participate in the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

The preliminary short form prospectus is available on SEDAR at www.sedar.com.

Company Contact:
Ryan Jackson, Interim Chief Executive Officer
Email: [email protected]

Website: www.cielows.com

ABOUT CIELO

Cielo Waste Solutions Corp. was incorporated under the Business Corporations Act (British Columbia) on February 2, 2011. Cielo is a publicly traded company with its shares listed to trade on the Exchange under the symbol "CMC," on the Frankfurt Exchange ("DAX") under the symbol "C36", as well as on the OTC Venture Market ("OTCQB"), under the symbol "CWSFF." The Company's strategic intent is to become one of the leading waste-to-fuel environmental technology companies using its environmentally friendly, economically sustainable technology. Cielo has a patented process that can convert waste feedstocks, including plastics, rubber, organic material, and wood derivative waste to fuel. Cielo's business model is to source waste feedstocks from industrial producers and other suppliers and convert the feedstocks into fuels. Having demonstrated its ability to produce diesel and naphtha from waste, Cielo plans to further enhance its Aldersyde Facility and to construct additional facilities that will convert waste feedstocks to energy fuels, including diesel, naphtha, and kerosene. The diesel from Cielo's distillate could be used in diesel engines. Kerosene could be suitable for aviation or marine jet fuel, and naphtha could be used to assist in transporting heavy oil. Cielo's objective is to generate value from converting waste to fuel while ridding the world of unwanted and problematic waste.

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. Cielo is making forward-looking statements, with respect to, but not limited to: corporate goals and objectives associated with both the Aldersyde Facility and the R&D Facility; the anticipated closing of the Offering; the listing of the Common Shares and Warrants on the TSXV; the revised Company budget and the associated funding thereof.

Investors should continue to review and consider information disseminated through news releases and filed by the Company on System for Electronic Document Analysis and Retrieval ("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. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV), no OTCQB nor WKN, have reviewed, and do not accept responsibility for the adequacy or accuracy of, the content of this news release. 

SOURCE Cielo Waste Solutions Corp.

Cielo Investor Relations: Email: [email protected]; Rose & Company: 610 Fifth Avenue, Suite 308, New York, NY 10020, Telephone: [phone], Email: [email protected]; RB Milestone Group LLC (USA): Trevor Brucato, Managing Director, Email: [email protected], New York, NY & Stamford, CT