Cielo Announces Closing of Second and Final Tranche of Unit Offering

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CALGARY, Alberta, Aug. 18, 2025 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV: CMC; OTC PINK: CWSFF) (“Cielo” or the “Company”) is pleased to announce that it has closed the second and final tranche (the “Final Tranche”) of its non-brokered private placement offering (the “Offering”) of up to 60,000,000 units (each a “Unit, collectively the “Units”) at a price of $0.05 per Unit. The Offering was initially announced on May 13, 2025 and the closing of the first tranche was announced on July 28, 2025.

Under the Final Tranche, 4,700,000 Units were issued for gross proceeds of C $235,000. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one whole Common Share purchase warrant (each, a "Warrant") of the Company, each Warrant entitling the holder thereof to purchase one Common Share at a price of $0.07 per Common Share for a period of two (2) years from the date of issuance. Together with the first tranche closing, under the Offering an aggregate 22,425,000 Units were issued for gross proceeds of $1,121,250.

The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the Final Tranche are subject to a hold period expiring December 16, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange"). The Offering has received conditional approval from the Exchange. No finder fees were paid in connection with, and no Insiders (as that terms is defined by the policies of the Exchange), participated in the Final 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 (the “BC Facility”), including regulatory and incentive application work, as well as general working capital purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The 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 may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT CIELO

Cielo Waste Solutions Corp. 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 fueling environmental 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. 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 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 C. 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 Cielo, 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. The Company is making forward-looking statements, including but not limited to, with respect to: the Offering, including the net use of proceeds, the terms of the securities issued, and the hold period applicable thereto.

Investors should continue to review and consider information disseminated through news releases and filed by Cielo on SEDAR+. Although the Company has attempted to identify crucial 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 Cielo’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 TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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