/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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TORONTO, Aug. 17, 2020 /CNW/ - Toronto based CO2 GRO
Inc. ("GROW" or the "Company") (TSXV: GROW) (OTCQB:
BLONF) (Frankfurt: 4021) is
pleased to announce the closing of its previously announced (see
news release dated August 8, 2020)
fully subscribed private placement of $1.38M (the "Offering").
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 consists of one common share (a
"Common Share") and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to
purchase one Common Share of the Company at a price of $0.15 until February 12,
2022.
Upon closing, Ospraie Ag Science LLC ("OAS") owns
over 10% of the outstanding common shares of the Company and has
become a new insider of GROW. Additionally, 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. Further, Tom Wiltrout has joined GROW's Board of
Directors as OAS' nominee, subject to TSX Venture Exchange
approval. In accordance with the policies of the TSX Venture
Exchange, GROW will seek shareholder approval prior to any exercise
of Warrants held by OAS that would result in OAS holding more than
19.99% of the common shares of GROW.
As previously announced, OAS' Tom
Wiltrout will join GROW's Board of Directors. 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.
In addition to OAS's subscription, 1,498,695 Units have been
subscribed for by existing insiders of GROW. These
subscriptions by insiders is 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. GROW did not file a material change
report more than 21 days before the expected closing of the
Offering as the details of the participation by such insiders was
not settled until shortly prior to closing of the 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.
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 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.