Mustgrow arranges $2-million private placement

Executive Summary

• Mustgrow Biologics Corp. announced a non-brokered private placement (LIFE offering) of up to 4 million units at $0.50 per unit, raising gross proceeds of up to $2 million.
• Each unit consists of one common share and one common share purchase warrant, with warrants exercisable at $0.70 per share for a period of 60 months.
• Net proceeds are designated for inventory production for the TerraSante product line, agricultural product inventory for the NexusBioAg platform, and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement under the Listed Issuer Financing Exemption (LIFE).
• Pricing and Volume: Up to 4,000,000 units offered at $0.50 per unit.
• Gross Proceeds: Up to $2,000,000.
• Unit Composition:
  • One common share of Mustgrow Biologics Corp.
  • One common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.70 per share.
  • Expiration: 60 months from the closing date.
  • Hold Period: Subject to TSX-V policies; insiders face a four-month hold period.
• Use of Proceeds:
  • Inventory production for mustard-derived organic biofertility product (TerraSante).
  • Inventory for agricultural products to be sold through the Canadian distribution platform (NexusBioAg).
  • Working capital and general corporate purposes.
• Finder’s Fees: Eligible finders may receive up to 6.0% of gross proceeds in cash and/or non-transferable warrants (also at $0.70 exercise price, 60-month term) representing up to 6.0% of the aggregate shares issued to introduced investors. Finder warrants are subject to a statutory hold period of four months and one day.
• Closing Date: Expected on or about January 22, 2026, subject to conditions including TSX-V approval.
• Regulatory Compliance:
  • Canadian residents: No hold period under applicable securities laws (subject to TSX-V rules).
  • Insiders: Subject to a four-month hold period; issuance considered a related party transaction under MI 61-101.
  • Exemptions relied upon for MI 61-101: Section 5.5(a) (valuation) and Section 5.7(1)(a) (minority shareholder approval), as the transaction value involving interested parties does not exceed 25% of market capitalization.
• Company Profile: Mustgrow is a provider of biological and regenerative agriculture solutions, holding approximately 110 issued and pending patents. It operates proprietary products (mustard-derived) and distributes third-party crop nutrition solutions via NexusBioAg.