Ostrom Closes $1,250,000 Private Placement Financing and Appoints New Directors

VANCOUVER, BC / ACCESSWIRE / November 2, 2023 / Ostrom Climate Solutions Inc. (TSXV:COO),(Frankfurt:9EA) (the "Company" or "Ostrom Climate") announces that, further to its news release of September 26, 2023, it has completed a non-brokered private placement offering for gross proceeds of $1,250,000 (the "Offering") consisting of 18,115,942 common shares at a per share price of $0.069. The proceeds raised from the Offering will be used by the Company for general corporate purposes.

One insider of the Company participated in the Offering for aggregate cash consideration to the Company of $249,999.97, which constitutes a Related Party Transaction under TSX Venture Exchange Policy 5.9. The Company availed itself of the exemptions contained in section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities to be distributed in the transaction, and the consideration to be received by the Company for those securities, insofar as the transaction involves interested parties does not exceed $2,500,000.

Concurrent with completion of the Offering, the Company has entered into an investor rights agreement with one of the subscribers to the Offering, NLX Climate GSR Limited Partnership I ("NLX Climate") which will provide NLX Climate with certain rights, including but not limited to, appointing up to three nominees to the board of directors of the Company.

Pursuant to an advisory agreement dated September 26, 2023, the Company has issued to NLX Climate 1,000,000 common shares of the Company and warrants to acquire 1,500,000 common shares of the Company at a per share price of $0.08 for a period of 5 years from the date of issuance.

All securities issued under the Offering, including common shares underlying the warrants, are subject to a hold period until March 3, 2024, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange. No finder's fees were paid in connection with the Offering.

Director Resignations
Alexander Zang and Eduard Weber-Bemnet have resigned as directors of the Company. "On behalf of the Ostrom Climate, I would like to thank Alexander and Eduard for their service and valuable support over the years," commented Phil Cull, CEO of Ostrom Climate.

Director Appointments
Navdeep Dhaliwal, Tejinder Virk and Christopher Morris have been appointed to the board of directors of the Company and Navdeep Dhaliwal has been appointed as Chairman of the board of directors of the Company. "We are excited to welcome our new directors. They will bring new energy to Ostrom Climate as we evolve and grow the business into a global developer of high-quality carbon assets in the voluntary and regulated markets. We will increase our carbon project pipeline with strategic partners and developers during this critical time in the world when bold action is required to combat climate change", said Phil Cull.