Grow Capital : Notice of Material Event

NOTICE OF MATERIAL EVENT

GROW CAPITAL INC.

2485 Village View Drive, Suite 180

Henderson, NV 89074

www.growcapitalinc.com

Company Telephone: [phone]

Company email:[e-mail]

HENDERSON, NEVADA: December 30, 2021: Grow Capital, Inc. (OTC-PINK: GRWC) (the "Company") announces changes to its management team.

On December 28, 2021, Company Chief Financial Officer ("CFO"), Mr. Trevor Hall, resigned his position as CFO in order to pursue independent business opportunities that will require his full time attention.

The Board thanks Mr. Hall for his years of excellent service and wishes him success in his future endeavors.

Mr. Hall's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies and practices.

About Grow Capital Inc.

Grow Capital Inc. is a solution-oriented company that transitioned into a software, technology and financial services business (i.e. FinTech) in fiscal 2020. Our management team consists of consultants and entrepreneurs that have combined decades of experience in this sector. Our operating subsidiaries, Bombshell Technologies Inc. and Pera LLC give the company a base for growing revenues along with resources to continue Grow's mission to acquire companies with a clear FinTech niche. We look to partner with like-minded investors who wish to share in the growth of this dynamic industry and we believe there is significant investor interest and demand for such opportunities.

Forward-Looking Statements

Forward Looking Statements Disclaimer: This release may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Grow Capital, Inc's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such forward -looking statements include the words "vision," "seek", "grow", "plan" and other expressions of a forward-looking nature. More information about the potential factors that could affect the business and financial results is and will be included in Grow Capital, Inc's filings with the OTC Markets, and/or posted on the company's website.

For Further Information:

Terry Kennedy, CEO

Company Telephone: [phone]

Company email:[e-mail]