$1,250,000 Private Placement Financing and Advisory Agreement

Vancouver, British Columbia: Ostrom Climate Solutions Inc. (TSX-V: COO, Frankfurt:9EA) (the “Company”) announces that it will conduct a non-brokered private placement offering (the “Offering”) pursuant to which it expects to issue up to 18,115,942 common shares at a $0.069 per share price for gross proceeds of up to $1,250,000.

In connection with the Offering, one insider is expected to participate in the private placement offering for aggregate cash consideration of $250,000, which constitutes a related party transaction under Policy 5.9 of the TSX Venture Exchange (the “Exchange”). The Company will avail itself of the exemptions contained in section 5.5(c) of Multilateral Instrument 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of Multilateral Instrument 61-101 for an exemption from the minority shareholder approval requirement of Multilateral Instrument 61-101, as the fair market value of the securities distributed in connection with the Offering, and the consideration received by the Company for those securities did not exceed $2,500,000.

The Offering is subject to acceptance by the Exchange. The proceeds raised from the Offering will be used by the Company for general corporate purposes. All securities issued will be subject to a hold period of four months and one day from the date of closing of the Offering in accordance with applicable securities legislation and the policies of the Exchange.

The Company also announces that it has entered into an advisory agreement dated September 26, 2023 (the “Advisory Agreement”) with NLX Trading Limited. (“NLX”), pursuant to which the Company will engage NLX to provide financial and strategic advice on an exclusive basis to the Company. The Advisory Agreement is for a term of 12 months, unless otherwise terminated earlier and provides that commencing on completion of the Offering, the Company will pay NLX a monthly fee of up to $6,250 per month plus applicable taxes, and reimburse NLX for its expenses that are pre-approved by the Company. On completion of the Offering, and upon receipt of approval of the Exchange, the Company will issue to NLX 1,000,000 shares of the Company and warrants to acquire 1,500,000 shares of the Company at a per share price of $0.08 for a period of 5 years from the date of issuance. The Advisory Agreement also provides that if NLX acquires, directly or indirectly, at least 10% of the issued shares of the Company, the Company will enter into an investor rights agreement which will provide NLX with certain rights, including but not limited to, appointing up to three nominees to the board of directors of the Company.

About Ostrom Climate Solutions Inc.

Ostrom Climate specializes in advisory, technology, and project investment services applied to sustainable commodities and ecological assets, with a primary focus on carbon. We help organizations understand, reduce, and offset their climate impact and provide our customers with a multidisciplinary approach to managing risk, enhancing asset performance, and securing commercial returns. While managing climate change risk, we improve livelihoods and sustainability in project regions. Based out of Vancouver, British Columbia, our team has a global reach. We have worked with over 200 leading business organizations. Ostrom Climate is a publicly listed company on the Toronto Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. Please visit us at www.ostromclimate.com.

For further information regarding the company, please contact:

David Rokoss

300-948 Homer St, Vancouver, BC V6B 2W7

Telephone: 604-646-0400

Email: david.rokoss@ostromclimate.com

Forward Looking Statements:

This news release contains certain statements that may be deemed “forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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

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