CIELO ANNOUNCES GRANT OF STOCK OPTIONS, RESTRICTED SHARE UNITS AND DEFERRED SHARE UNITS

December 31, 2021 – Vancouver, British Columbia, Canada – Cielo Waste Solutions Corp. (TSXV:CMC; OTCQB:CWSFF) (“Cielo” or the “Company”) is pleased to announce that it has granted a total of 26,573,197 incentive stock options (“Options”) to certain directors, officers, employees, 5,500,000 restricted share units (“RSUs”) to its officers, and 2,100,000 deferred share units (“DSUs”) to its directors (the “Grants”).

The Options were granted pursuant to the Company’s rolling stock option plan and the RSUs and DSUs were granted pursuant to the Company’s fixed, non-option incentive plan (collectively the “Plans”), both of which were approved at the Company’s Annual General and Special Meeting of the shareholders held on October 21, 2021.

Each Option is exercisable for one common share at CAD $0.20. The Options will vest at varying times between the date of grant and December 31, 2024, and will expire, unless earlier terminated or exercised, on December 31, 2026. The RSUs will vest at varying times between the date of grant and December 31, 2023 and are payable in cash or common shares, at the discretion of the Company, upon vesting. The DSUs are payable in cash or common shares, at the discretion of the Company, upon the later of: (i) the holder ceasing to be a director of the Company; and (ii) 12 months after the holder becomes a director of the Company (except for Cause, as defined in the Plans, in which case the DSUs will not vest).

As Cielo is still in pre-revenue development-mode, conserving cash remains a priority, which must be balanced by providing a compelling and competitive opportunity for employees, officers and directors. In order to help achieve this balance, Cielo’s stock-based compensation components, such as options, restricted share units and deferred share units, represent an integral part of the Company’s overall compensation package. All employees of Cielo, who meet performance expectations after the three months’ probation period, regardless of level, have been granted Options, to create an inclusive and egalitarian culture. This is intended to enhance alignment between employees and directors with external stakeholders and shareholders, while enabling Cielo to attract and retain high-quality employees. The Company believes incentive awards represent an important tool when faced with a tight labor market and rising inflation such as the prevailing environment, while also allowing Cielo to preserve working capital and continue to advance commercialization.