MustGrow Announces Closing of Private Placement of Units for $2,585,000

Rhea-AI Summary

MustGrow Biologics Corp. (MGROF) has successfully closed a non-brokered private placement, raising $2,585,000 through the issuance of units priced at $1,000 each on January 16, 2025. Each unit consists of convertible debentures and 666 common share purchase warrants.

The debentures are convertible to common shares at $1.50 per share and carry an 8% annual interest rate, payable semi-annually. Warrants are exercisable at $1.90 per share for 60 months. The company paid $67,200 in finder's fees and issued 44,800 finder's warrants.

Company insiders participated by subscribing for 300 units ($300,000). Proceeds will be used for TerraSante™ inventory production, working capital, and general corporate purposes. All securities are subject to a four-month plus one-day hold period.

Positive

• Raised $2.585M through private placement
• 8% annual interest rate on debentures provides steady income for investors
• Insider participation of $300,000 shows management confidence
• Proceeds will support TerraSante™ inventory production

Negative

• Potential dilution from convertible debentures and warrants
• Additional debt burden with 8% interest payments
• Four-month lock-up period limits immediate trading

Saskatoon, Saskatchewan--(Newsfile Corp. - January 16, 2025) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow") is pleased to announce the closing of the previously announced non-brokered private placement of units (each, a "Unit") at a price per Unit of $1,000 for aggregate gross proceeds to the Company of $2,585,000 (the "Private Placement") on January 16, 2025 (the "Closing Date").

Each Unit is comprised of: (i) $1,000 principal amount of unsecured convertible debentures (the "Debentures"); and (ii) 666 common share purchase warrants (the "Unit Warrants"). Each Debenture may, at the option of the holder: (i) be converted into common shares in the capital of the Company (the "Common Shares") at price of $1.50 per Common Share (the "Principal Conversion Price") at any time; or (ii) paid in cash 60 months following the Closing Date (subject to certain acceleration rights). Each Unit Warrant is exercisable by the holder thereof to acquire one Common Share at a price of $1.90 per Common Share for a period of 60 months following the Closing Date. The Debentures accrue interest at a rate of 8% per annum, payable semi-annually in cash.

If, at any time following the date that is 12 months from the Closing Date, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is greater than $3.00 for the preceding 30 consecutive trading days, the Company shall have the option to immediately accelerate the conversion of the Debentures at the Principal Conversion Price.

In connection with the Private Placement, certain finders received an aggregate cash fee of $67,200. In addition, the Company issued to certain finders an aggregate of 44,800 non-transferable finder's warrants (the "Finder Warrants"). Each Finder Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.90 per Common Share for a period of 24 months following the Closing Date.

The Company intends to use the proceeds from the Private Placement for inventory production for TerraSante^TM, working capital and general corporate purposes.

The Debentures, the Unit Warrants, the Finder Warrants, and any underlying Common Shares issued pursuant to those securities are subject to a four month plus one day hold period from the Closing Date. The Private Placement remains subject to final approval of the TSX Venture Exchange (the "TSXV").

Certain insiders of the Company have subscribed for 300 Units under the Private Placement for aggregate gross proceeds of $300,000. Each subscription by an "insider" is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the Closing Date as the details of the Private Placement and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.

This press release does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any Units within the United States.

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, 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 on 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 public traded company (TSXV: MGRO) and has approximately 51.6 million common shares issued and outstanding and 59.2 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". Examples of forward-looking statements in this news release include, among others, statements MustGrow makes regarding: the receipt of final approval of the TSXV; and the use of proceeds from the Private Placement. Forward-looking statements 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: the receipt of final approval by the TSXV and those risks described in more detail in MustGrow's Annual Information Form for the year ended December 31, 2023 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237509

FAQ

How much did MustGrow (MGROF) raise in its January 2025 private placement?

MustGrow raised $2,585,000 through a non-brokered private placement of units priced at $1,000 each on January 16, 2025.

What are the conversion terms for MustGrow's 2025 convertible debentures?

The debentures can be converted into common shares at $1.50 per share at any time, with an 8% annual interest rate payable semi-annually.

What is the exercise price and duration of the MGROF warrants issued in January 2025?

The warrants are exercisable at $1.90 per common share for a period of 60 months following the closing date.

How will MustGrow use the proceeds from its January 2025 private placement?

The proceeds will be used for TerraSante™ inventory production, working capital, and general corporate purposes.

What was the insider participation in MGROF's January 2025 private placement?

Company insiders subscribed for 300 units, representing $300,000 of the total placement.