Star Metro - Ostrom Climate Reports Audited Year-End 2024 and Fiscal Q4 Financial Statements and Announces Leadership Changes

Fiscal 2024 was a transitional year for Ostrom Climate as the Company undertook an extensive restructuring and repositioning initiative. Against a backdrop of sector-wide volatility in the voluntary carbon markets, the Company made strategic investments in long-term project development and executed aggressive cost containment measures designed to right size the Company's cost structure, streamline operations, increase future operating leverage, and position Ostrom for sustainable, high-margin growth. Management actions taken during 2024 were focused on re-aligning the Company's structure and cost base with its long-term strategy to become a leading owner-developer of high-integrity carbon projects. The restructuring was designed to evolve from a consulting-heavy, low-margin model inherited from prior management, toward a scalable, asset-backed platform focused on high-integrity carbon project development and ownership.

Management Commentary

"Fiscal 2024 was a necessary reset for Ostrom Climate," said Tejinder Virk, CEO of Ostrom Climate Solutions Inc. "We aggressively restructured the Company, refocused our strategy, and invested heavily into building scalable project infrastructure, particularly through the development of our flagship Climate-Smart Rice project in the Philippines. While our trading and consulting businesses experienced cyclical softness, reflecting broader volatility in voluntary carbon markets, we materially reduced our fixed cost base to create operating leverage as markets recover.

This year marked a turning point: we secured a landmark Emission Reduction Purchase Agreement (ERPA) with a Fortune Global 500 buyer, advanced our presence in compliance carbon markets, and implemented stronger internal governance and financial oversight. While near-term results reflect the costs of transformation, we have taken deliberate steps to position Ostrom for sustainable, high-margin growth.

With a streamlined structure, an expanded leadership team, a new CFO onboard, and a sharper strategic focus on compliance and high-integrity carbon removal markets, Ostrom is entering 2025 with greater discipline, stronger foundations, and an unwavering commitment to delivering scalable, impactful climate solutions globally. As we scale, we also intend to deleverage as soon as possible-prioritizing the repayment of obligations incurred under previous management-using improved cash flow and disciplined capital allocation to strengthen our balance sheet, reduce financial risk, and unlock value for shareholders."

Financial Highlights:

The fiscal year and fourth quarter financial results reflect a period of strategic realignment and restructuring, during which Ostrom exited unprofitable legacy consulting contracts, absorbed restructuring costs related to leadership changes, and reoriented its business model toward direct project development and ownership. Although the near-term financial performance was impacted, these changes were necessary to strengthen the Company's foundation and improve future scalability. In light of these changes, we present the fiscal and fourth quarter highlights summary below:

Fiscal Year Financial Highlights:

• Fiscal year 2024 revenue totaled $3,462,811, marking a 24.8% decrease from $4,603,582 in 2023. This decrease was primarily due to the planned wind-down of unprofitable consulting mandates and lower VER sales due to trading environment uncertainty around compliance carbon markets initiation timing in British Colombia.

• Gross profit for the year was $754,999, down 63% from $2,040,376 in 2023, with the gross profit margin at 21.8%, compared to 44.3% the previous year. This decline reflects the impact of fixed costs on a lower revenue base and a greater share of R&D-related activity which is related to project development investment.

• The net loss for the year was $4,579,652, compared to a net loss of $1,823,325 in 2023. This variance was largely due to development investments for the Philippines project, and higher professional fees associated with strategic repositioning.

• On an adjusted basis, excluding non-cash stock-based compensation of $232,748, certain milestone fees to be settled in stock of $137,500, and project development costs of $1,605,134, the Company's adjusted net loss for fiscal 2024 was approximately $2,621,770, compared to a loss of $767,858 in the prior year. This non-IFRS measure is intended to provide additional insight into core operating performance during a period of strategic transition and investment.

Fourth Quarter Financial Highlights:

Below is the fourth quarter financial highlights summary:

• Q4 2024 revenue reached $1,568,181, a decrease of 38.8% from $2,561,929 in Q4 2023, driven by the absence of large VER transactions and reduced consulting revenue.

• Gross profit for the quarter was $86,207, representing a 91% decrease from $957,066 in Q4 2023, reflecting fewer offset retirements and lower concentration of advisory project completions recognized in the period.

• The net loss for Q4 2024 was $1,373,756, compared to a net loss of $836,222 in Q4 2023. This variance was largely due to development investments for the Philippines project, and higher professional fees associated with strategic repositioning.

• On an adjusted basis, excluding non-cash stock-based compensation of $119,637, consulting and milestone-based fees paid in stock of $127,500, and project development costs of $532,505, the Company's adjusted net loss for Q4 2024 was approximately $594,114, compared to adjusted net income of $219,245 in Q4 2023. This non-IFRS measure is intended to provide additional insight into core operating performance during a period of strategic transition and investment.

Operational and Strategic Developments

During Q4 2024, Ostrom Climate advanced the development of its flagship Climate-Smart Rice Project under the Upper Pampanga River Integrated Irrigation System (UPRIIS) in the Philippines. The Company continued to focus on feasibility assessments, stakeholder engagement, and early-stage development activities aligned with sustainable rice cultivation practices aimed at methane reduction. Significant investments were made in research and development, including fieldwork and project design, to support future issuance of high-quality Verified Emission Reductions (VERs) under international standards.

At the same time, the Company's Net Zero Solutions (NZS) and Carbon Intelligence Services (CIS) business lines continued to provide policy analysis, project feasibility studies, and MRV (monitoring, reporting, and verification) frameworks to both voluntary and compliance carbon market participants. These services helped maintain client engagement while Ostrom pivoted its strategic focus toward long-term project ownership.

Additionally, on September 12, 2024, Ostrom appointed Tejinder Virk as Chief Executive Officer. This leadership change was designed to accelerate the Company's shift toward building a scalable, recurring revenue model anchored in direct carbon project development.

"The Company's financial results for fiscal 2024 should be viewed in the context of this deliberate restructuring phase, with initiatives now in place to drive future margin expansion and revenue stability with our Carbon Project Development (CPD) business. In 2024, we invested approximately $1.7 million into project development activities, with a major focus on building the foundational infrastructure for our UPRIIS Climate-Smart Rice project," said Tejinder Virk, CEO of Ostrom Climate Solutions Inc. "A portion of these expenditures has been capitalized in accordance with IFRS accounting standards, reflecting the long-term value and recurring revenue potential we are building. We view these investments not simply as costs, but as critical groundwork for scaling our impact, delivering durable climate benefits, and creating significant shareholder value over the coming years."

Ostrom entered into an ERPA with a Fortune Global 500 global corporation for UPRIIS in the Philippines. This agreement includes an advance payment for carbon credits to fund project development costs, which helps reinforce Ostrom's ability to assess risks, mitigate them, and execute this high-integrity carbon project. The ERPA relates to the purchase of VERs, which are independently verified carbon credits representing the reduction of one metric tonne of carbon dioxide equivalent (tCO2e). The first payment under this ERPA has been received as a prepayment against future VERs and becomes repayable if the Company is unable to deliver the credits under the terms of the ERPA. Due to confidentiality agreements, further details cannot be disclosed at this time.

UPRIIS has the potential to span over 100,000 hectares in Central Luzon, and is expected to generate high-quality carbon credits over its planned 21-year term, with compliance potential under Article 6 of the Paris Agreement. Proceeds from carbon credit sales will directly benefit local partners, including the local irrigation authorities and rice farmers.

Liquidity and Outlook

Like many participants in the voluntary and compliance carbon sectors, Ostrom has been impacted by recent sector-wide market volatility. Nevertheless, the Company remains confident in the long-term fundamentals of carbon markets and continues to pursue financing and revenue opportunities aligned with high-integrity, compliance-driven projects.

The Company ended Q4 2024 with $550,710 in cash, compared to $516,613 at the end of Q3 2024 and $1,347,522 at year-end 2023. Ostrom Climate remains focused on addressing liquidity challenges through ongoing strategic financing efforts, including engagement with carbon stream investors, project development partners, and other potential long-term capital providers. The Company is also actively pursuing a diversified revenue model that combines carbon project ownership with technical services and advisory offerings.

A key priority continues to be securing long-term, recurring revenue from high-quality VER projects while rationalizing operational expenditures, reducing non-core costs, and aligning internal resources with high-margin activities to support a path toward profitability and positive cash flow.

Changes to the Board of Directors and Appointment of new Chief Financial Officer

Ostrom is pleased to announce the appointment of Trevor Scott as Chief Financial Officer, effective immediately. Trevor brings over two decades of valuable senior financial leadership and experience across public and private enterprises spanning the clean technology, mining, security services, and healthcare sectors. He most recently served as CFO of Aeon Luxe, where he led Nasdaq listing preparations, and previously as CFO of Akanda Corp, where he oversaw its successful IPO and governance functions. Trevor also held CFO and board roles at Sportcor Technologies, Stallion Security, Chrometco, and Uranium One Africa. He began his career as an audit manager and consultant with KPMG, servicing notable clients such as Royal Caribbean, BMW and Siemens. He later moved onto a senior finance consultant role with MTN Group. A Chartered Accountant by profession, Trevor is recognized for his expertise in IFRS, corporate governance, and driving financial discipline across growth-stage and complex multinational businesses operating in a public company and stock exchange listed environment.

Tejinder Virk, CEO of Ostrom, commented: "Trevor's appointment comes at a critical inflection point for Ostrom. His track record of leadership in both capital markets and operational finance will help us navigate our next phase of growth with discipline and clarity. As we work to strengthen our financial platform and build a global, diversified pipeline of high-integrity carbon projects, Trevor's insights will be instrumental. I'm excited to welcome him to the team."

Ostrom also announced that Colin Haddock will be stepping down from his role as Interim Chief Financial Officer and will join the Company's Board of Directors effective immediately, subject to applicable regulatory approval. Colin played a critical role in stabilizing Ostrom's financial reporting systems and strengthening internal controls during a pivotal phase of the Company's evolution.

Tejinder Virksaid: "We are deeply grateful to Colin for his steady leadership and tireless work as Interim CFO during a transformative period for Ostrom. His hands-on approach, financial discipline, and strategic perspective have been instrumental in building the stronger foundation we have today. We are thrilled that Colin will continue to bring his insight and energy to Ostrom as a board member. Colin is also the Chief Financial Officer at RC Morris Capital, an investment advisory, wealth management, and capital markets firm. His deep understanding of the business and finance will be invaluable as we move into our next phase of growth, and his support will ensure a seamless transition to our newly appointed CFO. We look forward to working closely with him as we execute our strategy and scale the business globally."

The Company also announces that the Company's Board has granted an aggregate of 7,000,000 incentive stock options to officers and directors at a per share price of $0.05 for a period of five years from the date of grant. The stock options are subject to vesting provisions as set by the Company's Board. The options are being granted in recognition of leadership appointments and to align management incentives with long-term shareholder value creation.

Shifting Canadian Political Landscape and Implications for Carbon Markets

British Columbia Election Outcome and Future Opportunities

In 2024, British Columbia implemented its Output-Based Pricing System (BC OBPS) on April 1, replacing the CleanBC Industrial Incentive Program. This new emissions pricing framework introduced significant changes for industrial emitters, requiring them to adjust to new compliance obligations. The timing of this implementation coincided with the provincial general election held on October 19, 2024, where the BC New Democratic Party (NDP) secured a majority government . The overlap of regulatory changes and political events led to uncertainty among market participants, potentially delaying carbon offset purchases as clients assessed their compliance strategies under the new BC OBPS regime.

"We observed a noticeable hesitation in carbon offset transactions during this period," said Tejinder Virk, CEO of Ostrom Climate Solutions Inc. "Clients were navigating the complexities of the newly implemented BC OBPS while also monitoring the outcomes of the provincial election. This confluence of factors contributed to a delay in purchase commitments, impacting our sales in fiscal year 2024. However, with greater regulatory clarity now in place, we expect tailwinds for our business in 2025 as industrial emitters increasingly turn to companies like Ostrom to source high-quality, BC OBPS-compliant credits from qualifying projects, including the likes of Great Bear and Quadra Island"

The Company is proud to highlight the Quadra Island Forestland Conservation Project as one of the few carbon offset projects currently available that is fully compliant with BC OBPS. Ostrom has held the exclusive carbon offset marketing and sales rights for this project since 2016. Protecting over 400 hectares of at-risk forestland that would otherwise have been logged or developed, the project was validated under the BC Forest Carbon Offset Protocol (BC FCOP) and independently verified by KPMG Performance Registrar Inc. As a rare OBPS-compliant offering, Quadra Island provides regulated emitters with a credible, cost-effective pathway to compliance while demonstrating the power of carbon markets to drive ecosystem conservation. To inquire about purchasing these offsets, please contact [email protected].

Canadian Federal Election Outcome and Future Opportunities

On April 28, 2025, Canada held a snap federal election, resulting in a victory for the Liberal Party under the leadership of Mark Carney. Carney has assumed the role of Prime Minister, bringing with him a strong background in finance and climate policy. His administration has signaled a commitment to strengthening Canada's position in global carbon markets, which may open new avenues for industrial carbon projects and compliance market participation.​

"The election of Prime Minister Carney presents a promising horizon for Canada's carbon markets," stated Tejinder Virk. "With a leader who understands the intricacies of climate finance, we anticipate enhanced support for industrial carbon initiatives. Ostrom, as a market leader in carbon project development and offset trading in Canada, is well-positioned to significantly capitalize on these emerging opportunities."​

Strategic and Operational Outlook

Over the past year, both voluntary and compliance carbon markets have faced significant headwinds, including macroeconomic uncertainty, shifting regulatory landscapes, and evolving buyer preferences toward direct project origination. This broader market turbulence has temporarily pressured carbon credit pricing, transaction volumes, and capital allocation across the sector. Despite these challenges, Ostrom's strategic pivot toward owning and developing high-quality, compliance-aligned carbon projects positions the Company to navigate this volatility prudently while building scalable, long-term value.

Ostrom is intensifying its strategic focus on compliance carbon markets, which are till projected to fuel the growth of global carbon markets to approximately $2.7 trillion by 2028, up from $978 billion in 2022, according to a report by Investcorp. This growth is driven by increasing regulatory mandates and corporate commitments to net-zero targets, underscoring the critical role of compliance markets in global decarbonization efforts. In Canada, Ostrom is well-positioned to capitalize on the newly implemented BC OBPS, as well as emerging opportunities from evolving compliance markets at the federal level. The Company's deep expertise in carbon project development-underscored by its track record on high-integrity projects such as those in Great Bear and Quadra Island-and its established operational presence in British Columbia uniquely position Ostrom to support regulated entities in meeting their compliance obligations through credible, verifiable carbon credits.

As a subset of global carbon markets, the global Carbon Dioxide Removal (CDR) market is projected to experience substantial growth, potentially reaching up to $100 billion annually between 2030 and 2035, according to Oliver Wyman. This anticipated expansion is driven by increasing corporate commitments to net-zero targets and the urgent need for effective carbon removal solutions. In alignment with these market dynamics, the Company is prioritizing the development of high-integrity carbon removal projects, initially focusing on forest carbon initiatives and expanding into complementary nature-based solutions such as biochar. These initiatives are designed to complement Ostrom's existing voluntary carbon market offerings and strengthen its presence in emerging global compliance markets.

The Company's trading and technical consulting businesses are subject to natural cyclical fluctuations, influenced by broader carbon market dynamics and regulatory developments. Ostrom's strategic pivot toward project ownership and compliance market engagement is intended to reduce earnings volatility over time while preserving the flexibility to capitalize on market rebounds through its advisory platforms. Management believes that by building a core portfolio of owned projects, Ostrom will be able to dampen the historical earnings volatility linked to advisory activities and voluntary carbon credit trading cycles.

To support these initiatives, Ostrom is also actively engaging with strategic financing partners to secure long-term revenue streams and accelerate project deployment across key geographies. A key milestone in this strategy was the recent execution of the ERPA with a Fortune Global 500 buyer for Ostrom's flagship UPRIIS rice methane reduction project in the Philippines. This landmark agreement not only validates the scalability and integrity of Ostrom's methodology but also signals growing institutional appetite for high-quality, nature-based carbon removals. By aligning its operational focus with the evolving demands of both voluntary and compliance carbon markets, Ostrom aims to deliver scalable impact at a global level and contribute meaningfully to long-term decarbonization and carbon neutrality goals.

Settlement of Company Debts

The Company also announces that, subject to acceptance by the TSX Venture Exchange and with the intent of preserving its cash resources for operations, it proposes issuing common shares at a deemed per share price of $0.035 in settlement of an aggregate of $117,500 in accrued debt as evidenced in its annual financial statements, owing to Farm Lane Holdings Limited, a company controlled by Tejinder Virk, and $20,000 to RCM Financial Services Inc., a company controlled by Christopher Morris, a director of the Company (collectively the "Debt Settlors").

The debt owing to the Debt Settlors relates to consideration payable under the terms of amended and restated consulting agreements entered into between the Company and each of the Debt Settlors.

Shares proposed to be issued by the Company in settlement of the debt will be issued at a deemed per share price of $0.035 in accordance with the policies of the TSX Venture Exchange and will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

The proposed issuance of shares by the Company to the Debt Settlors constitutes a related party transaction pursuant to the TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will avail itself of exemptions contained in section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101, in that the fair market value of the consideration for the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the Company's market capitalization.

About Ostrom Climate Solutions Inc.

Ostrom is one of North America's leading providers of carbon project development and management services, climate solutions, and carbon credit marketing. Over the past 12 years, Ostrom has validated and verified forest carbon projects globally for voluntary and regulated markets, having developed 16 million acres of forest land for conservation and monetized over 10 million carbon credits. Based out of Vancouver, B.C., Canada, the Ostrom team has a global reach, has worked with over 200 organizations globally, including Fortune 500 companies, managed projects in partnership with indigenous stakeholders and has extensive on-ground experience in emerging markets.

Ostrom is focused on developing high-quality carbon projects that have a positive impact on the environment, local communities and biodiversity. Ostrom is publicly listed on the TSX Venture Exchange (COO) and the Frankfurt Stock Exchange (9EAA).

Please visit us at www.ostromclimate.com.

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For more information regarding the Company, please contact:

Tejinder Virk
Chief Executive Officer
Ostrom Climate Solutions Inc.
322 Water St #400, Vancouver, BC V6B 1B6, Canada
Email: [email protected]

Neither 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.

Cautionary Statement Regarding 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.

SOURCE: Ostrom Climate Solutions Inc.

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A.Lavoie--SMC