18 June 2026, Canada: MustGrow Biologics Corp. (TSXV: MGRO; OTC: MGROF; FRA: 0C0) (the “Company” or “MustGrow“), is pleased to announce that, in connection with its previously announced non-brokered private placement of units (each, a “Unit“) at a price of $0.50 per Unit, and as a result of strong investor demand, the Company intends to proceed with closing tomorrow, June 18, 2026, by issuing approximately 7.4 million Units, for aggregate gross proceeds to the Company of approximately $3.7 million (the “LIFE Offering“).
Each Unit will consist of: (i) one common share in the capital of the Company (each, a “Common Share“); and (ii) one Common Share purchase warrant (each, a “Warrant“). Each 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 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.
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.
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, 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. 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.
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 Units sold to investors introduced to the Company by the finder. Each Finder’s Warrant will entitle 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 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.
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.
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