CO2 GRO : Annual MD&A

CO2 GRO Inc.

Annual Management's Discussion and Analysis

of the Financial Condition and Results of Operations

Year ended December 31, 2021

April 25, 2022

CO2 GRO Inc.

ANNUAL MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2021

This annual management discussion and analysis ("MD&A") has been prepared based on information available to CO2 GRO Inc. ("CO2 GRO" or the "Company") as at April 25,2022. The Annual MD&A of the operating results and financial condition of the Company as at and for the year ended December 31, 2021, should be read in conjunction with the Company's audited annual consolidated financial statements and the related notes as and for years ended December 31, 2021 and 2020 (the "Consolidated Financial Statements"). The Consolidated Financial Statements have been prepared by management and are in accordance with International Financial Reporting Standards ("IFRS") and all amounts are expressed in Canadian dollars unless otherwise noted. Other information contained in this document has also been prepared by management and is consistent with the data contained in the Consolidated Financial Statements. Additional information relating to the Company can be found on SEDAR atwww.sedar.com or on the Company's website atwww.co2gro.ca.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.

As the Company is a Venture Issuer (as defined under under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) ("NI 52-109"), the Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures ("DC&P") and/or ICFR, as defined in NI 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This document contains "forward-looking statements" which may include, but are not limited to, statements with respect to the future financial or operating performance of CO2 GRO or future events related to CO2 GRO which reflect expectations regarding growth, results of operations, performance, business prospects or opportunities or industry performance or trends. These forward-looking statements reflect CO2 GRO's current internal projections, expectations or beliefs and are based on information currently available to CO2 GRO. Often, but not always, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "predict", "potential", "continue", "budget", "schedule", "estimate", "forecast" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements expressed or implied by the forward-looking statements to differ materially from those anticipated in such statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; changes in project parameters as plans continue to be refined; changes in labour costs and other costs of materials, equipment or processes to operate as anticipated; accidents, labour disputes and other risks; delays in obtaining governmental approvals or financing or in the completion of research and development activities; and, the factors discussed in the Risks and uncertainties section of this MD&A. Although CO2 GRO has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this MD&A and, unless otherwise required by applicable securities laws, CO2 GRO disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

MD&A - April 25, 2022

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CO2 GRO Inc.

ANNUAL MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2021

General

CO2 GRO Inc. was incorporated under the provisions of the Business Corporations Act (Ontario) on September 17, 2010. The Company trades on the TSX Venture Exchange ("TSXV") under the trading symbol "GROW", on the US OTCQB market under the symbol "BLONF" and on the Frankfurt Stock Exchange under the symbol "4O21".

Dissolved CO2 plant-enrichment platform: CO2 GRO's sole focus is commercializing its patent-licensed CO2 gas infusion technology and its patent-pending US PTO CO2 Delivery Solutions system ("Delivery SolutionsTM"), both of which form the Company's saturated CO2 solution plant platform.

The registered and head office of the Company is located at 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, Canada.

The Consolidated Financial Statements have been prepared using IFRS applicable to going concern, which contemplates the realization of assets and settlement of liabilities as they fall due in the normal course of business for the foreseeable future. The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations. CO2 GRO's ability to continue as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurance that it will be successful in doing so. The Consolidated Financial Statements do not reflect the adjustments to the carrying amounts of assets and liabilities and the reported expenses and consolidated statement of financial position classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

The Consolidated Financial Statements consolidate the accounts of the Company and all its subsidiaries. The Company has the following, wholly-owned subsidiaries: Pure Polar Canada Inc. (inactive), CO2 GRO (US) Inc. ("CO2 US"), BlueOcean Shrimp Products Inc. (inactive), Asta NutraSciences Inc. (inactive), BlueOcean Algae Inc. (inactive), Solutions4CO2 USA, Inc. (inactive), 70717 Newfoundland and Labrador Limited (inactive), Pure Polar Labs Inc. (inactive). All intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated on consolidation.

The Consolidated Financial Statements were authorized for issuance by the Board of Directors (The "Board") of the Company on April 21, 2022.

Any reference in this MD&A to "notes" are to the corresponding notes in the Consolidated Financial Statements.

The Company and our business

The Company's patent protected CO2 Delivery SolutionsTM is the first major efficiency improvement in CO2 gas delivery to indoor and protected plant growers in decades. Benefits of using the Company's saturated CO2 misting technology include larger plant yields, faster cycle times for more harvests per year, very low CO2 gas usage and power operating costs to run pumps for seconds per hour and natural pathogen protection from misting related pH fluctuations. All of these benefits add to customer profitability.

Our Mission is precisely delivering carbon to enhance plant growth and productivity sustainably while reducing our Partners' carbon footprints. CO2 Delivery Solutions™ technology enables all greenhouse and protected facility growers worldwide to achieve up to 30% value increases, easily maximizing revenue and profits and suppressing the development of pathogens such as E.coli and powdery mildew producing healthier crops and reducing crop losses, all in an environmentally friendly and sustainable manner.

Worldwide there are two distinct markets we believe can realize significant benefits from employing CO2 Delivery Solutions™ technology. They are one, the 50 billion square feet of greenhouses, 85% or 42.5 billion square feet which cannot gas with CO2, and two, the approximate 550 billion square feet of open sided facilities that cannot

MD&A - April 25, 2022

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CO2 GRO Inc.

ANNUAL MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2021

CO2, gas. These are GROW's target markets. Announced commercial feasibility systems have been installed at greenhouses in the US, Canada, El Salvador, and the UAE.

Approximately 85% or 42.5 billion square feet of the world's 50 billion square feet of greenhouses are not economically able to use CO2 gassing. They are typically located in hotter countries like in the Middle East, Southern Europe, Asia, South America, the Southern U.S. and climates where warmer spring, summer and early fall months lead to excess indoor heat that has to be constantly vented. This venting process eliminates CO2 gassing as the CO2, would be constantly vented along with the warmer air. These greenhouses, along with open side facilities (semi-enclosed shade houses, hoop houses and other indoor horizontal and vertical grow facilities) that cannot gas with CO2 are our primary target customers. Of the 15% or 7.5 billion square feet of greenhouses that do CO2 gas, many have to vent during the warmer spring, summer and fall months to maintain temperatures that support good growing conditions. Unfortunately, during these months, productivity declines due to CO2 gas being lost. We can help these growers using CO2 gas attain the same up to 30% yield improvements during these months while employing 95% less CO2 gas doing so.

The approximate 550 billion square feet of open side facilities which are defined as any type of method or structure used to extend the growing season of plants or more simply covered overhead structures with open sides or retractable sides. None of these facilities can CO2 gas and are more exposed to pathogens. Our CO2 Delivery

Solutions™ can also provide plant value increases of up to 30% to them while producing healthier crops and reducing crop losses. Of that, a significant portion can benefit from the use of our GROW's CO2 Delivery Solutions™.

Environmental Social and Governance principles (ESG)

CO2 GRO's Environment, Social and Governance ("ESG") practices are a Sustainability Platform with a Planet,

People and Profits focus. CO2 GRO addresses ESG as a strategic element of value creation and sustainability in our Corporate Value Proposition, now and in the future. We are committed to promoting and maintaining diversity, equality and inclusiveness in our workplace as well as a safe and healthy workplace.

CO2 GRO is committed to ensuring our technology enhances global food production by up to 30%. Where current vegetable or fruit production is limited, CO2 GRO's CO2 Delivery Solutions™ technology can increase yields and provide plant perimeter protection helping to grow food locally, minimizing supply chain transportation and landfill waste due to spoilage in transit.

CO2 GRO's Executive and the Board are committed to diversity and inclusion in its role in delivering enhanced shareholder value, short and long term. In addition, the Executive and Board is also committed to transparency and prudent management of CO2 GRO as the Company grows.

Studies have shown that organizations with diverse management, Board composition and employees collectively deliver better performance generating enhanced shareholder value in the long term. Purposeful companies, with better environmental, social and governance (ESG) practices have outperformed their peers.

Operational updates

During 2021 we achieved significantly greater momentum in business development and sales over 2020 employing technology trials ("Trials") (formerly called commercial feasibilities) in some cases and in other cases completing commercial technology purchases ("Sales"). We also signed sales and marketing agreements with three additional international marketing partners.

We announced ten CO2 Delivery Solutions™ Sales during 2021 to mostly Canadian licensed Cannabis producers and cultivators (six) including to El Salvador based Hidroexpo S.A. de C.V. for one of their thirty-six 100,000 square foot pepper greenhouses for the export market. We also announced fifteen new Trials in 2021.

MD&A - April 25, 2022

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CO2 GRO Inc.

ANNUAL MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2021

Our pipeline of growers currently trialing the technology and those with whom we are in discussions now total approximately 200 million square feet, a 1000% year-over-year increase.

The new 2021 international marketing and sales partners are:

• 1) Malaysia based CH Green Sdn. Bhd.

• 2) Mexico and Canada based Rancho Nexo.

• 3) Spain-based Jose Andres Garcia Munoz.

CO2 GRO is in discussions with potential partners in Japan, South Korea and additional partners for the EU. The Company also recruits independent U.S., Canadian and international greenhouse consultants to represent its CO2 Delivery Solutions™ technology in the rapidly growing 800 billion square foot protected grower marketplace. This is comprised of 600 billion square feet of fruits & vegetables (Cuesta Roble 2019), an estimated 100 billion square feet of floriculture and another estimated 100 billion square feet of crops such as medicinal plants, citrus tree seedlings and other non-food varieties.

Particular focus is placed on countries with the largest protected grower square footages that abide by global patent laws and regulations.

2021 Trials were initiated on tomatoes, Cannabis (Canada), hemp, lettuce, roses, leafy greens, peppers, strawberries, citrus and macadamia tree seedlings and other biopharma plants.

Canada

Trials are underway at two significant Cannabis licensed-producer ("LP") greenhouses with 2021 Sales to two other LPs. In addition, we sold CO2 Delivery Solutions™ to four Canadian licensed micro-cultivators based only on our scientific data and customer referrals. On June 14, 2021, we announced our first repeat customer purchase for additional cultivation area.

Trials at both Alberta's The Cucumber Man and Ontario's Prism Farms were deferred into spring 2022 to match the start of their 2022 annual tomato cycle. Parts, logistics, COVID-19 and other factors delayed their Trial start dates until spring, 2022.

United States

In 2021, we signed two large US growers to Trials and announced three Sales to US greenhouse owners.

The US flower greenhouse Trial announced July 28, 2021 is installed and underway. The owner wished not to be named or the type of flowers identified.

The Strong Agronomy Management, Inc., California based Trial was delayed 18 months due to forest fire hazard risks to their grow facilities as well as COVID related problems. Start-up after a recent installation is now scheduled for May 2022. See news release dated July 29, 2020.

The Florida Trial at a 120,000 square foot hydroponic leafy greens facility ended without a sale. The grower determined that attempting to grow spinach in Florida's hot and humid climate was not practical, regardless of the benefits of CO2 enrichment. See news release dated July 22, 2020.

The Iowa strawberry Trial has been paused at a small Dan & Jerry DeJong greenhouse (11,500 square feet). That greenhouse is being converted to growing flowers as the operators feel they can achieve improved financial performance with a different crop. Until the conversion is completed, no further Trials will be conducted at that

MD&A - April 25, 2022

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