Cielo Announces $11 Million Mortgage Loan, Anticipated Partial Repayment Of Existing Loan, and Engagement of Investor Relations Firm

VANCOUVER, BC / ACCESSWIRE / December 30, 2021 / Cielo Waste Solutions Corp. (TSXV:CMC)(OTCQB:CWSFF) ("Cielo" or the "Company") is pleased to announce:

• an agreement for a $11 million mortgage loan to partially repay the Existing Loan (as defined below) and to provide general working capital to Cielo;
• the anticipated favorable amendment of the terms of the Existing Loan; and
• the engagement of a New York based investor relations firm, to assist the Company in developing its investor relations program and expanding its access to institutional investors.

All amounts in this news release are in Canadian dollars unless otherwise indicated.

Cielo Secures Additional Working Capital and Generates Interest Savings and Stability

On August 24, 2021, the Company announced the closing of a $12 million mortgage loan (the "Existing Loan") with First Choice Financial ("FCF") and KV Capital Inc. (collectively the "Existing Lenders"). Pursuant to the agreement of the Existing Loan:

• The term of the Existing Loan is 12 months, and the initial term of the Existing Loan will end in August 2022;
• The Existing Loan is subject to an annual simple interest rate of 6%;
• The Existing Loan is secured by the Company's property in Fort Saskatchewan and the facility in Aldersyde, Alberta (the "Assets");
• For the initial 12 months term, total interest of $720,000 was withheld by the Existing Lenders as an interest reserve (the "Interest Reserve") and applied against the initial 12 monthly payments of interest; and
• The Existing Loan is subject to a special covenant in relation to the Company's market capitalization, which entitled the Existing Lenders to request partial repayments of the Existing Loan when the Company's market capitalization is below certain threshold (the "Market Cap Requirements").

The Company, in accordance with its current business strategy, set out to renegotiate the terms of the Existing Loan with goals including eliminating the Market Cap Requirements, obtaining additional capital, and reducing the interest costs associated with the Existing Loan.

On December 29, 2021, the Company, as borrower, entered into an agreement with FCF, as lender, pursuant to which Cielo and FCF have agreed that:

• FCF to advance to Cielo a $11 million mortgage loan (the "Loan");
• The term of the loan will be 24 months and the Loan is subject to an annual simple interest rate of 3%;
• The Loan is also secured by the Assets;
• For the first year of the term, total interest of $330,000 will be withheld by FCF as an interest reserve and applied against the initial 12 monthly payments of interest;
• Cielo will make monthly interest payments in the amount of $27,500 during the second year of the term;
• At any point following the 12 months anniversary of the Closing Date (as defined below), in the event that FCF is acting reasonably and in good faith, dissatisfied upon an evaluation of Cielo's financial condition, business, and technological progress, FCF will be entitled to require the Company to repay the Loan, in whole or in part, within 90 days of the date of such written notice that repayment is required;
• The Company has agreed to issue 50,000,000 non-transferable share purchase warrants (the "Bonus Warrants"). Each Bonus Warrant will entitle FCF to purchase one common share of the Company at an exercise price of $0.22 for a period of 24 months; and
• No commissions are payable in connection with the Loan and there are no guarantors.

The Company may repay the Loan at any time, in whole or in part, without penalty. In the event that the Loan is repaid early in whole or in part, a pro rata number of the total Bonus Warrants will have their term reduced to the date that is the later of: a) 30 days following the date of such repayment; and b) 12 months from the date of issuance of the Bonus Warrants.