Saskatoon, Saskatchewan--(Newsfile Corp. - August 29, 2025) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow"), is pleased to announce: (i) the closing of its previously annoucned non-brokered private placement of 3,059,731 units of the Company (each, a "Unit") at a price of $0.70 per Unit for gross proceeds of approximately $2,141,812 (the "LIFE Offering"); (ii) the repricing of outstanding share purchase warrants issued pursuant to its January 16, 2025 private placement (the "Warrant Repricing"); and (iii) the settement of a shares for debt agreement to certain holders of unsecured convertible debentures issued pursuant to its January 16, 2025 private placement (the "Shares for Debenture Debt Settlement").
LIFE Offering
Each Unit consists 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 date of closing 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 subscribers are not 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.
The Units sold pursuant to the LIFE Offering were 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").
As consideration for services, certain eligible finders received (i) an aggregate cash fee equal to $86,332.60, being 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) 123,318 non-transferable common share purchase warrants (the "Finder's Warrants") representing 6.0% of the aggregate number of Shares forming part of the Units issued to investors introduced to the Company by the finders. 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, having received the consent from all the holders of outstanding common share purchase warrants (the "January Warrants") issued pursuant to its January 16, 2025 private placement, has repriced an aggregate of 1,721,610 January Warrants. The January Warrants have an expiry date of January 16, 2030 and previously had an exercise price of $1.90.
The January Warrants will be deemed to be amended to adjust their exercise price to $0.90 per Share (the "Amended Warrants"). The Amended Warrants was also amended to include an acceleration provision whereby, if for any ten (10) consecutive trading days (the "Premium Trading Days"), 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"). Any activation of the Acceleration Clause will be announced by news release and the 30-day period will commence seven (7) days after the last Premium Trading Day.
The Warrant Repricing is subject to the final approval of the TSXV.
Shares for Debenture Debt Settlement
The Company offered 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 $2,385,000 in consideration for: (i) the issuance of up to an aggregate of up to approximately 3,407,134 Shares (factoring in rounding down the number of Shares issued to each Debenture holder) (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 are 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.
The Shares-for-Debt Transaction is subject to the final approval of the TSXV.
MI 61-101 Compliance
Certain insiders of the Company participated in the LIFE Offering, purchasing an aggreagte of 285,716 Units. Any Units issued to insiders is be subject to a four month hold period pursuant to applicable policies of the TSXV, (ii) certain insiders of the Company participated in the Warrant Repricing (subject to the rules and policies of the TSXV), and (iii) certain insiders of the Company also participated in the Shares for Debenture Debt Settlement, and any Settlement Shares issued to insiders is 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 is 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 is relying 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.
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 109 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 58.9 million common shares issued and outstanding and 67.5 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 news release, including statements about: the intended use of proceeds of the LIFE Offering, 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 satifiscation 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.
