CMC Cielo Waste Solutions Corp

Cielo Waste Solutions Corp. (TSXV:CMC; OTC PINK:CWSFF) (“Cielo” or the “Company”) announces the sale of a portion of the Company’s currently inactive assets, and the resulting assignment of a $2.6 million mortgage loan (the “Mortgage Loan”).

Background

As previously announced, the Company completed an asset acquisition in November 2023 (the “2023 Acquisition”), pursuant to which the Company acquired, among other items, an exclusive licence in Canada to use Expander Energy Inc.’s patented EBTL™ and BGTL™ technologies and related intellectual property for all feedstocks, as well as an exclusive licence in the United States for creosote and treated wood waste (the “Licensed Technologies”), which will be used in facilities that will process biomass (waste) to renewable fuels. It was the Company’s intention to continue to enhance Cielo’s existing proprietary Thermal Catalytic Depolymerization (TCD) technology (the “TCD Technology”), while concurrently the Licensed Technologies would allow Cielo to accelerate its timeline to revenue.

Strategic Focus

Since the closing of the 2023 Acquisition, Cielo has focused on the Licensed Technologies and is currently in the process of acquiring additional assets from Rocky Mountain Clean Fuels Inc., as previously announced, which will operate in tandem with the Licensed Technologies. Cielo has determined it to be in the best interest of the Company to dispose of the TCD Technology and the related assets (the “TCD Assets”), as well as the land used for its development located in Aldersyde, Alberta (the “Aldersyde Property”, together with the TCD Assets, collectively the “Assets”), and by doing so, also eliminate the Mortgage Loan secured against the Aldersyde Property. Management and the Board of Directors of Cielo intends to streamline operations with a strategic focus on the Licensed Technologies that are market ready, without investing additional research and development time and resources. Cielo has executed an asset purchase agreement (the “Asset Purchase Agreement”) dated November 28th, 2024 with a private, arm’s length, Alberta corporation (the “Purchaser”) setting out the terms upon which the Company has agreed to sell the Assets in consideration for the Purchase Price (as defined below) (the “Transaction”). The Asset Purchase Agreement and the closing of the Transaction are subject to the removal of customary commercial conditions, including obtaining lender approval. The Transaction will close subject to and upon removal of conditions and will be effective on November 29, 2024. Cielo has opted to focus on the Licensed Technologies as a means to advance its BioSynfuels® business given the more advanced technological readiness of the Licensed Technologies as compared to the TCD Technology.

Ryan Jackson, CEO of Cielo stated, “This allows Cielo to focus on becoming a renewable fuels producer and transition away from developing technologies within the sector. We are focused on moving forward with the completion of the Rocky Transaction and the resulting expansion of the Carseland Facility using the Licensed Technologies.”

Transaction Overview

Under the terms of the Asset Purchase Agreement, Cielo agreed to sell to the Purchaser, on and subject to the terms and conditions set out in the Asset Purchase Agreement, the Property together with the equipment located on the Property (the “Equipment”) and the entire right, title and interest in the invention and improvements of the Company in its Canadian and U.S. patents for “Enhanced Distillate Oil Recovery From Thermal Processing And Catalytic Cracking Of Biomass Slurry” (the “IP”, together with the Property and Equipment, collectively the “Assets”).

Under the terms of the Asset Purchase Agreement, the Company sold the Assets to the Purchaser for an aggregate purchase price of $3.9 million (the “Purchase Price”), subject to a $15,000 reduction for outstanding fees owed by Cielo associated with the Aldersyde Property, and adjustments, paid/to be paid as follows:

1. $300,000 paid on or prior to closing;
2. The assumption, by the Purchaser, of the Mortgage Loan (eliminating the Company’s obligation to pay the Mortgage Loan); and
3. A promissory note in favour of the Company on the following terms:
   1. A principal amount of $1 million (the “Loan”);
   2. Secured against the Aldersyde Property (second place behind the existing mortgagor);
   3. Bearing an interest rate of 7.5% per annum, payable monthly;
   4. To be paid as to $200,000 on each of February 15, 2025 and May 15, 2025, and as to $150,000 on each of August 15, 2025, November 15, 2025, February 15, 2026, and May 15, 2026, provided that in the event that the Purchaser pays $700,000 of the Loan on or before May 15, 2025, the balance of the Loan will be forgiven.

Other than customary fees, no third-party finder fees have been or will be paid with respect to the Transaction.

The Transaction constitutes an “exempt transaction” under TSX Venture Exchange Policy 5.3 (the “Policy”) as it satisfies all of the requirements set out in Section 3.1 of the Policy.

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 Transaction and the terms and closing conditions and date thereof; the payment terms of the Loan; and the Licensed Technologies and the intended use(s) thereof, including the focus of the Company and the fuels to be produced.

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.