CO2 GRO Inc. Announces a $1.38M Fully-subscribed Non-brokered Private Placement

Led by Ospraie Ag Science LLC
A leading Global Strategic Ag-Tech Investment Fund

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Aug. 6, 2020 /CNW/ - Toronto based CO2 GRO Inc. ("GROW" or the "Company") (TSXV: GROW, OTCQB: BLONF, Frankfurt: 4021) is pleased to announce the intention to complete a $1,380,000 fully-subscribed private placement (the "Offering") led by Ospraie Ag Science LLC ("OAS"), investing $1.2 million in the Offering. OAS is a leading global Strategic Ag-Tech Investment Fund.

The Offering is comprised of 11,498,695 units (each, a "Unit") at a price of $0.12 per Unit, for aggregate proceeds of $1.38 million. Each Unit will consist of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share of the Company at a price of $0.15 for eighteen months from the date of issuance.

It is expected that upon completion of the Offering, OAS will own over 10% of the common shares of the Company. GROW has agreed to provide OAS with a pre-emptive right to participate in future offerings of GROW securities in order to maintain its percentage of ownership at the time of such offering.

GROW intends to use the proceeds from the Offering to significantly increase business development activities; enhance and grow its Ag Industrial partnerships, its sales and technical force, fund identified value creating R&D projects and for working capital and general corporate purposes.

In addition, OAS' Tom Wiltrout will join GROW's Board of Directors subject to TSX Venture Exchange approval. Mr. Wiltrout's entire career has been in the agriculture industry with 35 years at Dow AgroSciences LLC where he was a strategic leader developing the global seeds business. Currently, Mr. Wiltrout serves on the Board of Directors of Agricultural Alumni Seed Improvement Association, Inc., Innovative Seeds Solutions, LLC, and Remington Holding, LLC.

According to John Archibald, CEO of GROW, "We are thrilled to welcome Ospraie as a strategic investor in GROW and Tom to our Board of Directors. Ospraie is a leading strategic global Ag-tech investor focusing on companies with the potential to significantly transform sustainable agriculture. We believe their participation is a milestone endorsement of our CO2 Delivery Solutions'™ exceptional growth potential. As a strategic investor, Ospraie will bring additional benefits to GROW including industry relationships and expertise. Their Board participation and strategic guidance will allow us to accelerate the roll-out of our patent protected aqueous CO2 technology into greenhouses that cannot gas with CO2 and access broader geographic market penetration through their network."

Commented Tom Wiltrout, OAS Partner "We are very impressed with the potential of CO2 Delivery Solutions™ due to the multiple benefits it brings to greenhouse growers and ability to service numerous plant markets including vegetable, hemp, cannabis, floriculture and others. At OAS, we continuously seek to invest in companies with transformational technology and exceptional revenue growth potential in sustainable agriculture. GROW met all of our exacting investment criteria and we look forward to working with GROW's management and Board to potentially enhance shareholder value."

1,498,695 Units are expected to be subscribed for by insiders of GROW. This subscription by insiders will be considered to be a "related party transaction" within the meaning of TSX-V Policy 5.9 which incorporates Multilateral Instrument 61-101 ("MI 61-101"). GROW intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101 in respect of such insider participation.

Completion of the Offering is subject to the acceptance of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of closing. No commission or finder's fee will be paid in connection with the Offering.

The Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities herein described and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Ospraie Ag Science

Ospraie Ag Science LLC's (OAS) Mission is to identify solutions to help farmers "Do More With Less". By increasing profitability, improving quality-adjusted yield, and reducing environmental impact, our companies not only benefit producers, but generate smarter, healthier, and more efficient food for consumers globally. Utilizing our extensive network and 25 years of experience investing in agriculture, OAS is positioned to help farmers achieve a sustainable future.

About CO2 GRO Inc.

GROW's target markets are focused on the 50 billion square feet of global greenhouse and covered cultivation space (USDA). Atmospheric enrichment of CO2 by gassing has been practiced in indoor and expensive sealed greenhouses for decades resulting in enhance crop yields of up to 30%. However, 85% of the world's greenhouses are unsealed and have open-venting designs for heat ventilation which makes CO2 gassing uneconomical and impractical since the CO2 gas easily escapes.

GROW's CO2 Delivery Solutions™ naturally and safely dissolves CO2 gas into water creating an aqueous CO2 solution which is then misted directly on plant leaves. GROW has demonstrated its technology to be as effective as CO2 gassing by improving crop yields up to 30%, while using a fraction of the CO2 gas. The CO2 solution's micro droplets create an aqueous film around the entire leaf surface, isolating the leaf from the atmosphere. This creates a diffusion gradient favoring CO2 transport into the leaf and other gases out of the leaf. Increased carbon availability enhances photosynthesis resulting in faster and larger plant growth. CO2 Delivery Solutions™ has been demonstrated on crops including Cannabis, hemp, lettuce, kale, microgreens, peppers and flowers. In addition, aqueous CO2 misting offers Perimeter Protection™ for plants by slowing the spread of micro pathogens such as E. coli and powdery mildew. Greenhouse growers everywhere can now supplement CO2 to their crops using CO2 Delivery Solutions™, increasing plant yields and profits.

Forward-Looking Statements

This news release may contain forward-looking statements that are based on CO2 GRO's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE CO2 GRO Inc.

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