MustGrow Biologics Signs Non-Binding Term-Sheet for Acquisition of NexusBioAg

Rhea-AI Summary

MustGrow Biologics has signed a non-binding term sheet with Univar Solutions Canada to acquire NexusBioAg. The strategic acquisition, targeted to close by December 31, 2024, includes deferred cash payment and contingent payments in 2025 and 2026. The deal would position MustGrow as a fully integrated provider of biological and regenerative agriculture solutions in Canada. NexusBioAg's sales and marketing team would bring extensive experience and industry networks to drive growth. The integration would give MustGrow access to NexusBioAg's existing sales, with new third-party product lines planned for 2025 and MustGrow's proprietary TerraMG™ launching thereafter.

Positive

• Acquisition would establish MustGrow as a fully integrated biological agriculture solutions provider
• Access to established sales and distribution network in Canada
• Integration of experienced sales and marketing team
• Potential synergies through market access and reduced distribution costs
• Addition of existing product lines with new third-party products planned for 2025

Negative

• Deal subject to due diligence, definitive agreement, and regulatory approvals
• Deferred payment structure indicates immediate cash outlay
• Contingent payments in 2025 and 2026 create future financial obligations

Saskatoon, Saskatchewan--(Newsfile Corp. - November 27, 2024) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow") is pleased to announce the signing of a non-binding term-sheet (the "Term Sheet") dated November 27, 2024 with Univar Solutions Canada Ltd. ("Univar Solutions") for the proposed acquisition of certain assets that represent NexusBioAg ("NexusBioAg").

This strategic acquisition remains subject to certain conditions including completion of satisfactory due diligence, the negotiation and execution of a definitive asset purchase agreement between MustGrow and Univar Solutions, and the approval by the TSX Venture Exchange ("TSXV") and MustGrow's Board of Directors. The purchase consideration for the proposed acquisition is anticipated to include (i) a deferred cash payment and (ii) contingent payments made in 2025 and 2026, in each case subject to certain adjustments to be agreed to in the definitive transaction documents. The parties are targeting a closing on or about December 31, 2024 for this strategic acquisition. There are no finder fees payable in connection with the proposed acquisition and the parties are acting at arm's length.

Completion of the proposed acquisition of NexusBioAg would position MustGrow as a fully integrated provider of biological and regenerative agriculture solutions with a sales, marketing and distribution division in Canada. Under MustGrow, this division would market and sell the existing NexusBioAg product line alongside MustGrow's owned products and technology. It is anticipated the NexusBioAg sales and marketing team would bring extensive experience in the biological and regenerative agriculture sector to MustGrow's operations, supported by a broad industry network that is uniquely positioned to drive growth and innovation. The NexusBioAg team has well-established relationships with growers, channel partners, and influencers. They are adept in commercialization of new biological and regenerative products, leveraging a proven model that has delivered market success.

As a fully integrated agriculture biologics and regenerative agriculture company, upon closing of the proposed transaction, MustGrow would have access to NexusBioAg's existing sales with new third party product lines anticipated in 2025 and MustGrow's proprietary TerraMG^TM expected to launch thereafter. Potential synergies are expected, driven by market access for new product development and reduced distribution costs for MustGrow's owned products.

"This is an exciting opportunity to deliver technology driven, innovative products to farmers in Canada and ultimately the United States," said Corey Giasson, President & CEO of MustGrow. "This synergistic acquisition would solidify MustGrow's position as a fully integrated biological and regenerative agriculture company, with an established in-licensed third-party product line, while laying the foundation for the commercialization of MustGrow's own innovative products."

Conference Call and Webcast Details:

MustGrow is pleased to invite investors and other interested parties to attend an upcoming presentation on the proposed acquisition of certain assets that represent NexusBioAg. The Company's CEO Corey Giasson and COO Colin Bletsky will be presenting and taking any questions for the audience. The webinar will be a live, interactive online event where attendees are invited to ask the Company questions in real-time. An archived webcast will be made available for those who cannot join the event live on the day of the webinar.

Date & Time: November 28, 2024 at 4:00pm ET
Registration Link: https://us02web.zoom.us/webinar/register/WN_htgW86OaRVSqSDCATz359Q#/registration

About NexusBioAg

NexusBioAg provides an expanded portfolio of crop nutrition solutions, including industry-leading inoculants, micronutrients, nitrogen stabilizers, and foliar products. The NexusBioAg business is operated by Univar Solutions, a leading global solutions provider to users of specialty ingredients and chemicals. With a diverse collection of inventory and logistics experts, procurement, customer service, agronomists, and sales and marketing experts, NexusBioAg strives to help meet increasingly unique agricultural businesses' needs. Through these strong capabilities, a collaborative team-oriented approach, and a commitment to agricultural integrity, NexusBioAg is helping customers innovate and grow. Learn more at www.nexusbioag.com.

About MustGrow

MustGrow Biologics Corp. ("MustGrow") is an agriculture biotech company developing organic biocontrol and biofertility products by harnessing the natural defense mechanism and organic materials of the mustard plant to sustainably protect the global food supply and help farmers feed the world. MustGrow has a registered and organically certified biofertility product called TerraSante^TM in key US-states including California. Registrations of TerraSante^TM are owned by MustGrow and production and sales of TerraSante^TM have commenced with ramp-up slated to begin in 2025 and 2026. Commercialization is also occurring in biocontrol, with Bayer AG ("Bayer") signing a Commercial Licensing Agreement in December 2023 for the TerraMG^TM soil biopesticide in Europe, the Middle East and Africa. MustGrow estimates that Bayer will spend US$35-40 million for upfront and milestone payments and registration work in their territory. The Company's main focus is continued commercialization globally of its products and technologies, and to expand its intellectual property portfolio from approximately 112 patents that are issued and pending. MustGrow is a public company (TSXV: MGRO) and has approximately 51.6 million basic common shares issued and outstanding and 55.7 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 targeted closing date of the proposed transaction; the proposed acquisition of NexusBioAg positioning MustGrow as a fully integrated provider of biological and regenerative agriculture solutions with a sales, marketing and distribution division in Canada; anticipated synergies of the NexusBioAg division marketing and selling the existing NexusBioAg product line alongside MustGrow's owned products and technology post-acquisition; MustGrow expectation that, post-closing, it will have access to NexusBioAg's existing sales with new third party product lines anticipated in 2025 and that MustGrow's proprietary TerraMG^TM is expected to launch thereafter; the acquisition resulting in expected synergies, driven by market access for new product development and reduced distribution costs for MustGrow's owned products; and the acquisition solidifying MustGrow's position as a fully integrated biological and regenerative agriculture company, with an established in-licensed third-party product line, while laying the foundation for the commercialization of MustGrow's own innovative products. 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 occur at all or 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 inability to negotiate and enter into a definitive agreement for the acquisition of NexusBioAg on the terms and conditions currently anticipated, or at all; the non-completion of certain conditions precedent to closing, including the receipt of approval from the TSXV; changes to market conditions as a result of lower farm revenues due to lower yield because of weather events or lower crop prices, delayed planting due to weather impacting the application of additional technologies, reduced farm gate cash flow or credit ratings, higher farm input costs due to inflation, supply chain issues in production and shipping, increased competition from new products or lower prices for competing products, retail consolidation in the agribusiness sector, labour market issues, and third party product supply issues; and the risks described 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.

© 2024 MustGrow Biologics Corp. All rights reserved.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/231720

FAQ

What is the expected closing date for MustGrow's (MGROF) acquisition of NexusBioAg?

The acquisition is targeted to close on or about December 31, 2024, subject to conditions including due diligence and regulatory approvals.

How will MustGrow (MGROF) pay for the NexusBioAg acquisition?

The purchase consideration includes a deferred cash payment and contingent payments to be made in 2025 and 2026, subject to adjustments in the definitive transaction documents.

What are the main benefits of MustGrow's (MGROF) acquisition of NexusBioAg?

The acquisition would position MustGrow as a fully integrated provider of biological and regenerative agriculture solutions, providing access to established sales networks, experienced team, and potential synergies in distribution and market access.