Mr. Stephen Gledhill reports

CO2 GRO INC. ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURE UNITS

CO2 Gro Inc., further to its press releases dated Jan. 24, 2024, and Feb. 2, 2024, has closed the second tranche of its previously announced private placement offering of unsecured convertible debenture units at a price of $1,000 per debenture unit for gross proceeds of $65,000. The company anticipates that it will close a subsequent tranche of the offering, on the same terms, for total offering proceeds of up to $2.5-million on or before April 11, 2024.

Under the second tranche, 65 debenture units were sold, each consisting of $1,000 in principal of unsecured convertible debentures and 11,111 common share purchase warrants of the company. Each warrant will be exercisable to acquire one common share of the company for a period of four years from the issue date (as defined below) at an exercise price equal to 10.5 cents.

The debentures will bear interest at a rate of 13.5 per cent per annum from the date of issuance and will have a three-year term. During the first year of the term, quarterly interest payments on the debentures will be paid in cash. In the remaining two years of the term, the company will have the option to: (i) pay further interest payments in cash; or (ii) make payments in kind by way of issuance of common shares of the company at a price equal to the market price of the common shares at the time the accrued interest becomes payable.

At any time during the term, each holder of debentures may elect to convert any portion of the principal amount of the debentures into common shares at a conversion price equal to nine cents per common share.

The debentures will be subject to a forced conversion provision, whereby, upon delivery of such notice to holders of the debentures, the company is permitted to convert the principal amount of all outstanding debentures into common shares at the conversion price in the event that the average closing price of the common shares listed on the TSX Venture Exchange is greater than 20 cents for 20 consecutive trading days.

The company anticipates using the net proceeds of the offering for working capital purposes, crystallization of its sales pipeline and conversion of continuing TAPs (technology adaption projects) with clients into recurring revenue, and for hiring of additional engineering and technical staff to advance all of the above.

The debentures, the warrants and the underlying common shares will be subject to a statutory hold period of four months and one day from the issue date. The offering is subject to the final acceptance of the TSX Venture Exchange.

The debenture units were offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 -- Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the securities issued pursuant to the offering.

About CO2 Gro Inc.

CO2 Gro is a precision ag-tech, clean-tech company with a focus on people, the planet and prosperity. The company's vision is to become one of the leading companies enhancing global food production from protected agriculture. By helping its customers sustainably increase yield and profitability, CO2 Gro could help feed up to half a billion people worldwide while reducing its customers' ecological footprint.

About 300 million tonnes of fruit and vegetables are grown annually from about five million hectares of protected vegetable facilities globally (six kilograms per square metre per year of average production). A 30-per-cent yield increase using the company's technology could add up to 100 million tonnes of fruits and vegetables per year. The U.S. Centers for Disease Control and Prevention recommends annual fruit and vegetable consumption of up to 200 kg per year per adult.

Target market: The estimated 800-billion-square-foot global protected grower market comprises 700 billion square feet of fruits and vegetables (Cuesta Roble 2019 estimate), and an estimated 100 billion square feet of protected floriculture, and other medicinal plants and non-food varieties.

Technology: CO2 Delivery Solutions enriches plants with carbon dioxide by misting an aqueous CO2 solution directly onto plants grown in greenhouses and other protected grow facilities globally.

Value proposition: Approximately 98 per cent of protected grow facilities globally cannot add CO2 by atmospheric gassing, missing out on up to 30-per-cent increased yield potential and 100 per cent more gross profit. CO2 Gro's technology enables all protected growers regardless of facility or location to enrich their plants with CO2 to realize up to 30-per-cent yield increases. In addition, the company's technology suppresses the growth of micropathogens such as E. coli and powdery mildew, leading to healthier crops. Growers currently employing CO2 gassing can save up to 90 per cent of CO2 gas used, reducing their ecological footprint and production costs.

Patent protection: CO2 Gro's CO2 Delivery Solutions technology is protected by a suite of patents and patents pending.

Business model: CO2 Gro's technology is sold to growers based on the cultivation area installed at prices that provide a high return on their investment and high margins for the company's shareholders.

Global expansion: CO2 Gro's management is rapidly expanding its international marketing partner relationships into Mexico, Spain, the European Union, the United Kingdom, South Africa, the Middle East, Southeast Asia and Latin America as well as in its U.S. and Canadian base.

Environmental, social and governance: CO2 Gro is committed to good environmental, social and governance (ESG) policies and practices. CO2 Gro is an equal opportunity employer of choice and opportunity.

We seek Safe Harbor.