Cielo closes $1-million private placement

Mr. Ryan Jackson reports CIELO CLOSES PRIVATE PLACEMENT FINANCING PREVIOUSLY ANNOUNCED IN CONNECTION WITH STRATEGIC ASSET ACQUISITION Cielo Waste Solutions Corp. has closed its previously announced non-brokered private placement financing, which was disclosed on Feb. 11, 2026, in connection with the company's proposed strategic asset acquisition with Canadian Discovery Ltd. Pursuant to the financing, the company issued 16,666,667 units at a price of six cents per unit for aggregate gross proceeds of $1-million. Each unit is composed of one common share of the company and one whole common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share at a price of 15 cents per common share for a period of 48 months from the date of issuance. The financing was completed in accordance with the terms previously announced on Feb. 11, 2026, concurrently with the company's execution of a binding letter of intent with CDL in respect of the acquisition of certain proprietary project development and evaluation assets. The units were offered by way of a private placement pursuant to exemptions from the prospectus requirements under applicable Canadian securities laws. All securities issued in connection with the financing are subject to a statutory hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The financing received conditional approval but remains subject to final acceptance of the exchange. The net proceeds of the financing are expected to be used for general corporate and working capital purposes and to advance the company's continuing project development activities, including work related to the company's previously disclosed Project Nexus and the Nexus platform. No proceeds of the financing will be used to finance the purchase price or consideration payable in connection with the proposed acquisition. As previously disclosed, certain principals of CDL participated in the financing. No finders' fees were paid in connection with the financing. In addition, certain insiders of the company participated in the financing. The participation of such insiders constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof as the fair market value of the securities issued to such related parties did not exceed 25 per cent of the company's market capitalization. The proposed acquisition remains subject to the negotiation and execution of definitive documentation, satisfaction of customary closing conditions, and receipt of all required regulatory approvals, including approval of the exchange. About Cielo Waste Solutions Corp. Cielo is a clean fuel infrastructure and project development company focused on advancing waste-derived feedstocks into sustainable aviation fuel and other low-carbon energy products. With its corporate turnaround complete, the company is executing a disciplined, asset-anchored development strategy built around its Nexus platform -- an integrated framework supporting project evaluation, engineering, financing and capital-efficient execution. Through the Nexus platform, Cielo is advancing its initial development project in British Columbia while systematically building a scalable pipeline of clean fuel projects across North America and select international markets, leveraging strategic feedstock relationships, proven third party technologies and internally developed project development capabilities. Cielo's shares are listed on the TSX Venture Exchange under the symbol CMC and on the OTCQB under the symbol CWSFF. We seek Safe Harbor.