22 June 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 7,481,541 units of the Company (each, a “Unit“) at a price of $0.50 per Unit for gross proceeds of approximately $3,741,000 (the “LIFE Offering“).
Each Unit consists of (i) one common share of the Company (each, a “Common Share“) and (ii) one common share purchase warrant (each, 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 Common Share (each, 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 and working capital and general corporate purposes.
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, 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. 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 participated in the LIFE Offering are subject to a four-month hold period pursuant to applicable policies of the TSXV. The LIFE Offering remains subject to final approval of the TSXV.
As consideration for services, certain eligible finders received: (i) an aggregate cash fee equal to $110,865, being 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) 221,730 non-transferable Common Share purchase warrants (the “Finder’s Warrants“), being 6.0% of the aggregate number of Units sold to investors introduced to the Company by the finder. Each Finder’s Warrant entitles its holder to purchase one Common Share (a “Finder Warrant Share“) at a price of $0.70 per Finder Warrant Share for a 60-month period. The Finder Warrants and any Finder Warrant Shares issuable upon exercise thereof are subject to a statutory hold period expiring four months and one day following the date of issue in accordance with applicable Canada securities laws.
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.
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