Mr. David Rokoss reports

OSTORM ANNOUNCES $1,250,000 PRIVATE PLACEMENT FINANCING AND ADVISORY AGREEMENT

Ostrom Climate Solutions Inc. will conduct a non-brokered private placement offering pursuant to which it expects to issue up to 18,115,942 common shares at 6.9 cents per share for gross proceeds of up to $1.25-million.

In connection with the offering, one insider is expected to participate in the private placement offering for aggregate cash consideration of $250,000, which constitutes a related-party transaction under Policy 5.9 of the TSX Venture Exchange. The company will avail itself of the exemptions contained in Section 5.5(c) of Multilateral Instrument 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of Multilateral Instrument 61-101 for an exemption from the minority shareholder approval requirement of Multilateral Instrument 61-101, as the fair market value of the securities distributed in connection with the offering and the consideration received by the company for those securities did not exceed $2.5-million.

The offering is subject to acceptance by the exchange. The proceeds raised from the offering will be used by the company for general corporate purposes. All securities issued will be subject to a hold period of four months and one day from the date of closing of the offering in accordance with applicable securities legislation and the policies of the exchange.

The company has also entered into an advisory agreement dated Sept. 26, 2023, with NLX Trading Ltd., pursuant to which the company will engage NLX to provide financial and strategic advice on an exclusive basis to the company. The advisory agreement is for a term of 12 months, unless otherwise terminated earlier. Commencing upon completion of the offering, the company will pay NLX a monthly fee of up to $6,250 per month plus applicable taxes and reimburse NLX for expenses that are preapproved by the company. On completion of the offering and upon receipt of approval of the exchange, the company will issue to NLX one million shares of the company and warrants to acquire 1.5 million shares of the company at a per-share price of eight cents for a period of five years from the date of issuance. The advisory agreement also provides that if NLX acquires, directly or indirectly, at least 10 per cent of the issued shares of the company, the company will enter into an investor rights agreement, which will provide NLX with certain rights, including, but not limited to, appointing up to three nominees to the board of directors of the company.

About Ostrom Climate Solutions Inc.

Ostrom specializes in advisory, technology and project investment services applied to sustainable commodities and ecological assets, with a primary focus on carbon. It helps organizations understand, reduce and offset their climate impact and provide their customers with a multidisciplinary approach to managing risk, enhancing asset performance and securing commercial returns. While managing climate change risk, it improves livelihoods and sustainability in project regions. Based out of Vancouver, B.C., its team has a global reach. It has worked with over 200 leading business organizations. Ostrom is a publicly listed company on the TSX Venture Exchange (COO) and in Frankfurt (9EA).

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