Mr. Eliot Sorella reports

ECOLOMONDO'S SHARES-FOR-DEBT AGREEMENT APPROVED BY TSXV

The TSX Venture Exchange has accepted for filing Ecolomondo Corp.'s proposal to issue 25,917,430 common shares of the company, retroactively to Jan. 2, 2024, to settle outstanding debt of $3,498,853.

The company announced on Jan. 3 that, subject to prior TSX-V approval, 3212521 Canada Inc., a company controlled by the company's controlling shareholder, president, chief executive officer and director, Elio Sorella, has agreed to convert previous loans made to the company, totalling $3,498,853 as at Jan. 2, 2024, into voting common shares at the price of 13.50 cents, which is the closing price of 18 cents on Jan. 2, 2024, discounted by 25 per cent, in accordance with TSX-V policies. The news release also informed that the controlling shareholder intended to advance a further amount of up to $1-million, with a term of one year, having an interest rate of 8.5 per cent per annum, to finance the company well into the commercialization of the Hawkesbury facility.

This transaction constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and Policy 5.9, Protection of Minority Security Holders in Special Transactions, of the TSX-V. Pursuant to MI 61-101, the company will file a material change report providing disclosure in relation to each related party transaction on SEDAR+ under Ecolomondo's issuer profile. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on sections 5.5(a) and 5.5(b) of MI 61-101 as the fair market value of the transaction, insofar as it involves the controlling shareholder, is not more than the 25 per cent of the company's market capitalization, and no securities of the company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves the controlling shareholder, is not more than the 25 per cent of the company's market capitalization.

Immediately prior this transaction, Mr. Sorella owned, directly and indirectly, 142,081,270 common shares of the company, which represented 75.27 per cent of the issued and outstanding common shares of the issuer on a non-diluted basis. Mr. Sorella also owns 1,377,429 stock options to acquire 1,377,429 common shares, representing 75.45 per cent on a partially diluted basis. Following this transaction, Mr. Sorella owns, directly and indirectly, 167,998,700 common shares of the company, which represent 78.25 per cent of the issued and outstanding common shares of the company on a non-diluted basis and 78.39 per cent on a partially diluted basis.

The company is settling the incurred debt into common shares as it does not have cash on hand in order to satisfy the repayment of its debt. This transaction was approved by the disinterested directors of the company.

This additional financing, aligned with the recent restructured loan with Export Development Canada, announced on Jan. 2, attests the commitment of the key investors in the company.

These two key events were instrumental and should allow the company to bring the Hawkesbury TDP (thermal decomposition process) facility to commercial operations.

The company believes that once fully ramped up and fully commercialized, the Hawkesbury plant is expected to be the cornerstone of the company's global expansion.

This news release is being issued pursuant to National Instrument 62-103. Persons who wish to obtain a copy of the early warning report to be filed by Mr. Sorella in connection with this transaction may obtain a copy of such report from SEDAR+ or by contacting the company.

Webinar

The company will have a webinar on Feb. 8.

About Ecolomondo Corp.

Ecolomondo, Canadian cleantech company that prides itself after its proprietary TDP technology, is headquartered in Quebec, Canada. It has a 25-year history and during this time has been focused on its development of its technology and the deployment of TDP turnkey facilities. TDP recovers high-value reusable commodities from scrap tire waste, notably rCB, oil, syngas, fibre and steel. Ecolomondo expects to be a leading player in the cleantech space and an active contributor to the global circular economy. Ecolomondo trades in Canada on the TSX-V under the symbol ECM and in the United States under the symbol ECLMF.

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