CO2 GRO Inc. Announces Delay in Annual Filings and Expected Cease Trade Order Pending Completion

TORONTO, ON / ACCESSWIRE / April 26, 2024 / CO2 GRO Inc.. ("CO2" or the "Company") (TSXV:GROW) announces a delay in the filing of its audited annual financial statements (the "Financial Statements"), management's discussion and analysis and related chief executive officer (CEO) and chief financial officer (CFO) certifications (collectively, the "Annual Filings") for the financial year ended December 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 ("NP 12-307"). The CTO will prohibit any direct or indirect trading in securities of CO2 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 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 ("TSXV"), and continue until the CTO is revoked and all TSXV requirements are satisfied. There is no assurance that the Company will be able to remedy its filing default and have the CTO and TSXV trading suspension revoked in a timely manner, or at all.

The Company has struck a committee comprised of 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.

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.

About CO2 GRO Inc.

CO2 GRO Inc. is a precision ag-tech, clean-tech company with a focus on people, the planet and prosperity. Our vision is to become one of the leading companies enhancing global food production from protected agriculture. By helping our customers sustainably increase yield and profitability, we could help feed up to half a billion people worldwide while reducing our customers' ecological footprint.

About 300 million MT of fruit and vegetables are grown annually from about 5 million hectares of protected vegetable facilities globally (6 kg/m²/year of average production). A 30% yield increase using our technology could add up to 100 million MT of fruits and vegetables per year. The US Centers for Disease Control and Prevention recommends annual fruit and vegetable consumption of up to 200 kg per year per adult.

Our Target Market: The estimated 800 billion square foot global protected grower market is comprised of 700 billion square feet of fruits & vegetables (Cuesta Roble 2019 estimate), and an estimated 100 billion square feet of protected floriculture and other medicinal plants and non-food varieties.

Our Technology: CO2 Delivery Solutions™ enriches plants with CO₂ by misting an aqueous CO₂ solution directly onto plants grown in greenhouses and other protected grow facilities globally.

Value Proposition: Approximately 98% of protected grow facilities globally cannot add CO₂ by atmospheric gassing, missing out on up to 30% increased yield potential and 100% 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% yield increases. In addition, our technology suppresses the growth of micro-pathogens such as E.coli and powdery mildew, leading to healthier crops. Growers currently employing CO₂ gassing can save up to 90% 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: Our 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 our shareholders.

Global Expansion: CO2 GRO's management is rapidly expanding its international marketing partner relationships into Mexico, Spain, the EU, the UK, South Africa, the Middle East, Southeast Asia and Latin America as well as in its US and Canadian base.

Environmental, Social and Governance: CO2 GRO is committed to good Environmental, Social and Governance (ESG) policies and practices. We are an equal opportunity employer of choice and opportunity.

Sustainability: CO2 GRO is committed to sustainable corporate practices and to offering sustainable solutions to its customers. CO2 GRO focuses on good Environmental, Social and Governance (ESG) policies and impact. We are an equal opportunity employer of choice and opportunity.

Forward-Looking Statements and Disclaimer

This press release contains statements which constitute "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: statements regarding the future direction of the Company; the ability of the Company to successfully achieve its business and financial objectives; plans for expansion and the ability of the Company to obtain, develop and foster its business relationships; and expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning the business of the Company, future results or events based on the opinions, assumptions and estimates that management considered reasonable at the date the statements are made. Such assumptions include but are not limited to: general business and economic conditions; the Company's ability to successfully execute its plans and intentions; successful completion of the Offering; the availability of financing on reasonable terms; the Company's ability to attract and retain skilled staff; market competition; the products and technology offered by the Company's competitors; and that good relationships with business partners will be maintained. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; in particular, the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in applicable laws or adverse changes in the application or enforcement of current laws; the biotechnology industry and the greenhouse growers market are highly competitive, and technical advances in the industry will impact the success of the Company, and other risks described in the Company's filings that are available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

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

Contact:
Stephen Gledhill, CFO
ir@co2gro.ca
888.496.1283

SOURCE: CO2 Gro Inc.