CO2 Gro Inc. Announces Private Placement of Unsecured Convertible Debentures of up to $2.5 Million

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TORONTO, ON / ACCESSWIRE / December 5, 2023 / Toronto based CO2 GRO Inc. ("CO2 GRO" or the "Company") (TSXV:GROW)(OTCQB:BLONF)(Frankfurt:4021) is pleased to announce its intention to complete a non-brokered private placement of unsecured convertible debentures (the "Debentures") for a principal amount of up to $2,500,000 (the "Offering").

The Debentures will bear interest at a rate of 13.5% per annum from the date of issuance (the "Issue Date") and will have a three-year term (the "Term"). During the first year of the Term, quarterly interest payments on the Debentures will be paid in cash. In the remaining two (2) 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 (the "Common Shares") 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 ("Units") at a conversion price of $0.12 per Unit. Each Unit shall consist of one Common Share and one Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to acquire a Common Share at an exercise price of $0.15 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 (the "TSXV") is greater than $0.20 for twenty (20) consecutive trading days.

The Company anticipates using the net proceeds of the Offering for working capital purposes, crystallization of its sales pipeline and conversion of ongoing 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 TSXV. Closing of the Offering is expected to occur in one or more tranches, with the first tranche expected to close on or about December 18, 2023.