Mr. Stephen Gledhill reports

CO2 GRO INC. ANNOUNCES DELAY IN ANNUAL FILINGS AND EXPECTED CEASE TRADE ORDER PENDING COMPLETION

CO2 Gro Inc. expects a delay in the filing of its audited annual financial statements, management discussion and analysis, and related chief executive officer (CEO) and chief financial officer (CFO) certifications for the financial year ended Dec. 31, 2023, such filings due by April 29, 2024.

As a result, the company will be noted in default by applicable securities regulatory authorities in Canada and expects that the Ontario Securities Commission (OSC), as principal regulator, will issue a failure-to-file cease trade order (CTO) in accordance with the principles and guidance set out in National Policy 12-307, Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions of the Canadian Securities Administrators. The CTO will prohibit any direct or indirect trading in securities of CO2 Gro, for so long as it remains in effect, in all Canadian jurisdictions in which the company is a reporting issuer as well as certain other Canadian jurisdictions based on the provisions of local securities legislation, and it will remain in effect until after the annual filings have been filed. The CTO will result in a suspension of the company's common shares from trading on the TSX Venture Exchange and continue until the CTO is revoked and all TSX-V requirements are satisfied. There is no assurance that the company will be able to remedy its filing default and have the CTO and TSX-V trading suspension revoked in a timely manner or at all.

The company has struck a committee comprising three independent members of its board of directors to oversee all discussions arising with interested parties on future strategic initiatives of the company, including possible partnerships or sales of assets.

The company intends to provide updates if and when necessary in accordance with applicable securities laws.

About CO2 Gro Inc.

CO2 Gro is a precision agtech (agricultural technology), clean technology 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.

We seek Safe Harbor.