Mr. Soumik Roy reports

CO2 GRO INC. ANNOUNCES PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES OF UP TO $2.5 MILLION

CO2 Gro Inc. intends to complete a non-brokered private placement of unsecured convertible debentures for a principal amount of up to $2.5-million.

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 a debenture may elect to convert the outstanding principal amount or any portion thereof into units of the company at a conversion price of 12 cents per unit. Each unit shall consist of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire a common share at an exercise price of 15 cents per common share for a period of 48 months following the issue date.

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 convert the principal amount of all outstanding debentures into units 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, for 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.

In connection with the offering, the company may pay a finder's fee in cash or securities or a combination of both, as permitted under the policies of the TSX-V. Closing of the offering is expected to occur in one or more tranches, with the first tranche expected to close on or about Dec. 18, 2023.

The debentures and any securities issuable upon conversion thereof will be subject to a statutory hold period of four months and one day from the date of issuance of the debentures. The offering is subject to the acceptance by the TSX-V.

The debentures will be 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 that 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 metric tonnes (mt) 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 mt 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 kilograms per year per adult.

CO2 Gro's 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.

CO2 Gro's technology: CO2 Delivery Solutions enriches plants with CO2 (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: The company'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 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 United States and Canadian base.

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

We seek Safe Harbor.