MustGrow Closes $2.0 Million Non-Brokered LIFE Offering
24 January 2026, Canada: MustGrow Biologics Corp. (TSXV: MGRO; OTC: MGROF; FRA: 0C0) (the “Company” or “MustGrow“), is pleased to announce: the closing of its previously announced non-brokered private placement of 4,000,000 units of the Company (each, a “Unit“) at a price of $0.50 per Unit for gross proceeds of $2,000,000 (the “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 $0.70 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.
The Units sold pursuant to the LIFE Offering were offered 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.
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.
As consideration for services, certain eligible finders received (i) an aggregate cash fee equal to $105,000, being 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) 210,000 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 $0.70 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.
The LIFE Offering remains subject to final approval of the TSXV.
Market Awareness Services and Investor Relations Agreements
The Company has entered into market awareness and investor awareness agreements (the “Awareness Agreements“) with partners to bring visibility and awareness to MustGrow over the next 12 months: Apaton Finance GmbH (“Apaton“), Ellernstr. 34, 30175 Hanover, Germany, www.apaton.com. The objective of this partnership is to further enhance the reach, visibility, and relevance of the Company’s corporate communications. As part of the cooperation, Apaton will produce editorial and video content in both German and English. This content will be distributed directly and indirectly via news portals, search engines, and AI-supported platforms, newsletter, thereby increasing the accessibility of the Company’s information for interested investors. The brand-building initiative, combining fact-based reporting with emotionally engaging video storytelling, has been agreed for a fixed term of 12 months, commencing in February 1, 2026, with a total budget of EUR 120,000.
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