Saskatoon, Saskatchewan--(Newsfile Corp. - July 30, 2025) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow"), is pleased to announce the following: (i) a non-brokered private placement of up to 4,285,715 units of the Company (each, a "Unit") at a price of $0.70 per Unit for gross proceeds of up to $3,000,000 (the "LIFE Offering"); (ii) the proposed repricing of outstanding share purchase warrants issued pursuant to its January 16, 2025 private placement (the "Warrant Repricing"); and (iii) its intention to offer shares for debt settlement to all holders of unsecured convertible debentures issued pursuant to its January 16, 2025 private placement (the "Shares for Debenture Debt Settlement").
LIFE Offering
Each Unit will consist of (i) one common share of the Company (a "Share"); and (ii) one common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable for a period of 60 months from the Closing Date (defined below) and will entitle the holder thereof to purchase one additional Share (a "Warrant Share") at an exercise price of $0.90 per Warrant Share.
The Company intends to use the net proceeds raised from the LIFE Offering for inventory production for its mustard-derived organic biofertility product TerraSanteTM, inventory for agricultural products to sell via its Canadian distribution platform NexusBioAg, and working capital and general corporate purposes.
Subject to the rules and policies of the TSX Venture Exchange (the "TSXV"), the securities issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the LIFE Offering would be subject to a four-month hold period pursuant to applicable policies of the TSXV.
There is an offering document related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.MustGrow.ca. Prospective investors should read this offering document before making an investment decision.
It is expected that closing of the LIFE Offering will take place on or about August 21, 2025 or such other date(s) as may be determined the Company (the "Closing Date"). Closing of the LIFE Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV.
The Units sold pursuant to the LIFE Offering will be offered in Canada pursuant to the listed issuer financing exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 - Prospectus Exemptions as modified by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"), in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 (the "1933 Act"), as amended, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
As consideration for services, certain eligible finders may receive (i) an aggregate cash fee equal up to 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by the finder; and (ii) non-transferable common share purchase warrants (the "Finder's Warrants") representing up to 6.0% of the aggregate number of Shares forming part of the Units issued to investors introduced to the Company by the finder. Each Finder's Warrant will entitle its holder to purchase one Share (a "Finder Warrant Share") at a price of $0.90 per Share for a 60-month period. The Finder Warrants and any Finder Warrant Shares issuable upon exercise thereof will be subject to a statutory hold period expiring four months and one day following the date of issue in accordance with applicable Canada securities laws.
Warrant Repricing
The Company intends to reprice an aggregate of 1,721,610 outstanding common share purchase warrants (the "Warrants") issued pursuant to its January 16, 2025 private placement. The Warrants have an exercise price of $1.90 and an expiry date of January 16, 2030.
Provided the Company receives Warrant Amendment Approval (defined below), the Warrants will be deemed to be amended to adjust their exercise price to $0.90 per Share (the "Amended Warrants"). The Amended Warrants will also be amended to include an acceleration provision whereby, if for any ten (10) consecutive trading days (the "Premium Trading Days") following the completion of the Warrant Repricing the closing price of the Company's Shares exceeds $1.08, the Amended Warrants' expiry date will be accelerated such that holders will have thirty (30) calendar days to exercise the Amended Warrants (if they have not first expired in the normal course) (the "Acceleration Clause"). The activation of the Acceleration Clause will be announced by press release and the 30-day period will commence seven (7) days after the last Premium Trading Day.
The Warrant Repricing is subject to the prior consent of all Warrantholders and the approval of the TSXV ("Warrant Amendment Approval"). The Company intends to issue an updating news release upon receipt, if any, of Warrant Amendment Approval.
Shares for Debenture Debt Settlement
The Company intends to offer a shares for debt settlement to all holders of unsecured convertible debentures issued pursuant to its January 16, 2025 private placement (the "Debentures"), to settle the outstanding principal amount owing under the Debentures, in the aggregate amount of up to $2,585,000 in consideration for: (i) the issuance of up to an aggregate of up to approximately 3,692,860 Shares (the "Settlement Shares") at a deemed price of $0.70 per Settlement Share, and (ii) a cash payment of all accrued and unpaid interest up to the date of issuance of the Settlement Shares.
The Settlement Shares will be subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable securities laws and TSXV policies.
Closing of the Shares for Debenture Debt Settlement is subject to the execution of definitive settlement documentation with any accepting holders of Debentures and the approval of the TSXV. The Company intends to issue an updating news release upon closing of the Shares for Debenture Debt Settlement.
MI 61-101 Compliance
It is anticipated that: (i) insiders of the Company may participate in the LIFE Offering, and any Units issued to insiders will be subject to a four month hold period pursuant to applicable policies of the TSXV; (ii) insiders of the Company may participate in the Warrant Repricing (subject to the rules and policies of the TSXV); and (iii) insiders of the Company may participate in the Shares for Debenture Debt Settlement, and any Settlement Shares issued to insiders will be subject to a four month hold period pursuant to applicable policies of the TSXV.
The issuance of Units to any insiders, the participation of any insiders in the Warrant Repricing, and the issuance of Settlement Shares to any insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In respect of any such insider participation, the Company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
Not an Offer to Sell or Solicitation in the US
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the 1933 Act, or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About MustGrow
MustGrow Biologics Corp. is a fully-integrated provider of innovative biological and regenerative agriculture solutions designed to support sustainable farming. The Company's proprietary and third-party product lines offer eco-friendly alternatives to restricted or banned synthetic chemicals and fertilizers. In North America, MustGrow offers a portfolio of third-party crop nutrition solutions, including micronutrients, nitrogen stabilizers, biostimulants, adjuvants and foliar products. These products are synergistically distributed alongside MustGrow's wholly-owned proprietary products and technologies that are derived from mustard and developed into organic biocontrol and biofertility products to help replace banned or restricted synthetic chemicals and fertilizers. Outside of North America, MustGrow is focused on collaborating with agriculture companies, such as Bayer AG in Europe, the Middle East and Africa, to commercialize MustGrow's wholly-owned proprietary products and technologies. The Company is dedicated to driving shareholder value through the commercialization and expansion of its intellectual property portfolio of approximately 112 patents that are currently issued and pending, and the sales and distribution of its proprietary and third-party product lines through NexusBioAg. MustGrow is a publicly traded company (TSXV: MGRO) and has approximately 52.4 million common shares issued and outstanding and 59.4 million shares fully diluted. For further details, please visit www.mustgrow.ca.
Contact Information
Corey Giasson Director & CEO
Phone: +1-306-668-2652
info@mustgrow.ca
MustGrow Forward-Looking Statements
Certain statements included in this news release constitute "forward-looking statements" which involve known and unknown risks, uncertainties and other factors that may affect the results, performance or achievements of MustGrow.
Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved". Forward-looking statements in this press release, including statements about: certain proposed financing transactions and the intended use of proceeds, and are subject to a number of risks and uncertainties that may cause the actual results of MustGrow to differ materially from those discussed in such forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, MustGrow. Important factors that could cause MustGrow's actual results and financial condition to differ materially from those indicated in the forward-looking statements include: risks relating to the Company's ability to complete the proposed financing transactions on the terms and timeline contemplated herein, or at all, including the receipt of final approvals from the TSXV and satisfaction of other closing conditions, and those risks described in more detail in MustGrow's Annual Information Form for the year ended December 31, 2024 and other continuous disclosure documents filed by MustGrow with the applicable securities regulatory authorities which are available on SEDAR+ at www.sedarplus.ca. Readers are referred to such documents for more detailed information about MustGrow, which is subject to the qualifications, assumptions and notes set forth therein.
Neither the TSXV, nor their Regulation Services Provider (as that term is defined in the policies of the TSXV), nor the OTC Markets has approved the contents of this release or accepts responsibility for the adequacy or accuracy of this release.
© 2025 MustGrow Biologics Corp. All rights reserved.
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SOURCE: MustGrow Biologics Corp.
