Ostrom Climate Solutions Announces Changes to $1,000,000 Private Placement Financing

Vancouver, British Columbia – July 24, 2024 – Ostrom Climate Solutions Inc. (TSX-V:COO) (the “Company”) announces that further to its news release dated July 15, 2024, and subject to acceptance by the TSX Venture Exchange (the “Exchange”), it will conduct a non-brokered private placement offering (the “Offering”) pursuant to which it will issue up to 20,000,000 Common Shares (the “Shares”) at a per Share price of $0.05 for gross proceeds of up to $1,000,000.

Directors and/or officers of the Company may participate in the offering. Participation by insiders constitutes a related party transaction under Policy 5.9 of the Exchange and Multilateral Instrument 61- 101 (“MI 61-101”). The Company will avail 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 distributed in connection with the Offering, and the consideration received by the Company for those securities will not exceed $2,500,000.

The Offering is subject to acceptance by the Exchange. The Company may pay a commission or finder’s fee to eligible finders in accordance with the policies of the Exchange.

The proceeds raised from this Offering will be used by the Company for general working capital purposes and to partially repay outstanding indebtedness.

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.

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. 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.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.