Cielo Waste closes $886,250 first tranche of financing

Mr. Ryan Jackson reports CIELO ANNOUNCES CLOSING OF FIRST TRANCHE OF UNIT OFFERING AND CLOSING OF SECURITIES FOR DEBT TRANSACTIONS Cielo Waste Solutions Corp. has closed the first tranche of its non-brokered private placement offering of up to 60 million units at a price of five cents per unit, initially announced on May 13, 2025, as well as the closing of its previously announced securities-for-debt transactions (as defined below), initially announced on May 16, 2025. Private placement -- first-tranche closing Under the first tranche, 17,725,000 units were issued for gross proceeds of $886,250. Each unit comprises one common share of the company and one whole common share purchase warrant of the company, with each warrant entitling the holder thereof to purchase one common share at a price of seven cents per common share for a period of two years from the date of issuance. The units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the first tranche are subject to a hold period expiring Nov. 26, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering has received conditional approval from the exchange. The company anticipates closing one or more additional tranches on or before Aug. 11, 2025. No finders' fees were paid in connection with the first tranche. Net proceeds of the offering are anticipated to be used for the development and early-stage engineering of the company's proposed waste-to-hydrogen facility in British Columbia, including regulatory and incentive application work, as well as general working capital purposes, including the payment of approximately $750,000 under the terms of a settlement agreement initially announced on April 30, 2025, which was thereafter amended and restated, as announced on July 17, 2025. Under the terms of the amended settlement agreement, the company issued secured promissory note for the outstanding amount. The note is subject to interest at a rate of 12 per cent per annum and matures on Oct. 31, 2025, and is secured subject to the approval of the exchange. The purchase of units by a corporation owned or controlled by Ryan Jackson, a director and officer of the company, constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transaction. The company will rely upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5 (a) and 5.7(1)(a) as the fair market value of such participation does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. Securities for debt The company is also pleased to announce the closing of its previously announced settlement of an aggregate $1,967,766 in outstanding indebtedness through the issuance of securities of the company. Under the terms of the settlement agreements executed by the company with multiple creditors, respectively, the company issued: 33,523,323 units of the company in aggregate to the creditors at a price of five cents per unit to settle $1,676,156 of the debt; 5,832,178 common shares of the company at a price of five cents per repayment share to two insiders of the company (as that term is defined in the policies of the exchange) to settle $291,609 of the debt owing to the insiders. No warrants will be issued to the insiders. Each repayment unit comprises one common share and one whole common share purchase warrant of the company, with each repayment warrant entitling the holder thereof to purchase one common share at a price of 15 cents per common share for a period of two years from the date of issuance, expiring on July 25, 2027. The securities-for-debt transactions have received conditional approval from the exchange but are subject to final approval. The repayment securities, including the repayment units, repayment warrants and repayments shares, are subject to a hold period expiring Nov. 26, 2025, in accordance with applicable securities laws and the policies of the exchange. The shares-for-debt transactions completed with the insiders constitute related party transactions under MI 61-101. The company will rely upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5 (a) and 5.7(1)(a) as the fair market value of the shares-for-debt transactions does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. About Cielo Waste Solutions Corp. Cielo Waste Solutions is a publicly traded company focused on transforming waste materials into high-value products. Cielo seeks to address global waste challenges while contributing to the circular economy and reducing carbon emissions. Cielo is fuelling environmental change with a mission to be a leader in the wood-byproduct-to-fuel industry by using environmentally friendly, economically sustainable and market-ready technologies. Cielo is committed to helping society by providing environmental waste solutions, which the company believes will contribute to generating positive returns for shareholders. Cielo shares are listed on the TSX-V under the symbol CMC as well as on the OTC Pink market under the symbol CWSFF. We seek Safe Harbor.