Mustgrow arranges $3M placement, to cut warrant price

Mr. Corey Giasson reports MUSTGROW ANNOUNCES NON-BROKERED LIFE OFFERING OF UP TO $3 MILLION, PROPOSED REPRICING OF WARRANTS, AND SHARES FOR DEBT SETTLEMENT OFFER TO DEBENTUREHOLDERS Mustgrow Biologics Corp. has noted: (i) a non-brokered private placement of up to 4,285,715 units of the company at a price of 70 cents per unit for gross proceeds of up to $3-million; (ii) the proposed repricing of outstanding share purchase warrants issued pursuant to its Jan. 16, 2025, private placement (the warrant repricing); and (iii) its intention to offer shares for debt settlement to all holders of unsecured convertible debentures issued pursuant to its Jan. 16, 2025, private placement (the shares for debenture debt settlement). LIFE offering Each unit will consist of (i) one common share of the company (a share); and (ii) one common share purchase warrant. Each whole warrant will be exercisable for a period of 60 months from the closing date and will entitle the holder thereof to purchase one additional share (a warrant share) at an exercise price of 90 cents 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 TerraSante, inventory for agricultural products to sell via its Canadian distribution platform NexusBioAg, and working capital and general corporate purposes. Subject to the rules and policies of the TSX Venture Exchange (the TSX-V), 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 TSX-V. There is an offering document related to the LIFE offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision. It is expected that closing of the LIFE offering will take place on or about Aug. 21, 2025, or such other date(s) as may be determined the company (the closing date). 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 TSX-V. 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. As consideration for services, certain eligible finders may receive (i) an aggregate cash fee equal up to 6.0 per cent 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 representing up to 6.0 per cent of the aggregate number of shares forming part of the units issued to investors introduced to the company by the finder. Each finder's warrant will entitle its holder to purchase one share (a finder warrant share) at a price of 90 cents per 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. Warrant repricing The company intends to reprice an aggregate of 1,721,610 outstanding common share purchase warrants (the warrants) issued pursuant to its Jan. 16, 2025, private placement. The warrants have an exercise price of $1.90 and an expiry date of Jan. 16, 2030. Provided the company receives warrant amendment approval (defined below), the warrants will be deemed to be amended to adjust their exercise price to 90 cents per share (the amended warrants). The amended warrants will also be amended to include an acceleration provision whereby, if for any 10 consecutive trading days (the premium trading days) following the completion of the warrant repricing the closing price of the company's shares exceeds $1.08, the amended warrants' expiry date will be accelerated such that holders will have 30 calendar days to exercise the amended warrants (if they have not first expired in the normal course) (the acceleration clause). The activation of the acceleration clause will be announced by press release and the 30-day period will commence seven days after the last premium trading day. The warrant repricing is subject to the prior consent of all warrantholders and the approval of the TSX-V (warrant amendment approval). The company intends to issue an updating news release upon receipt, if any, of warrant amendment approval. Shares for debenture debt settlement The company intends to offer a shares for debt settlement to all holders of unsecured convertible debentures issued pursuant to its Jan. 16, 2025, private placement (the debentures), to settle the outstanding principal amount owing under the debentures, in the aggregate amount of up to $2,585,000 in consideration for: (i) the issuance of up to an aggregate of up to approximately 3,692,860 shares (the settlement shares) at a deemed price of 70 cents per settlement share, and (ii) a cash payment of all accrued and unpaid interest up to the date of issuance of the settlement shares. The settlement shares will be subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable securities laws and TSX-V policies. Closing of the shares for debenture debt settlement is subject to the execution of definitive settlement documentation with any accepting holders of debentures and the approval of the TSX-V. The company intends to issue an updating news release upon closing of the shares for debenture debt settlement. MI 61-101 compliance It is anticipated that: (i) insiders of the company may participate in the LIFE offering, and any units issued to insiders will be subject to a four-month hold period pursuant to applicable policies of the TSX-V; (ii) insiders of the company may participate in the warrant repricing (subject to the rules and policies of the TSX-V); and (iii) insiders of the company may participate in the shares for debenture debt settlement, and any settlement shares issued to insiders will be subject to a four-month hold period pursuant to applicable policies of the TSX-V. The issuance of units to any insiders, the participation of any insiders in the warrant repricing, and the issuance of settlement shares to any insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). In respect of any such insider participation, the company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization. About Mustgrow Biologics Corp. Mustgrow Biologics 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, adjuvants 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 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 publicly traded company (TSX-V: MGRO) and has approximately 52.4 million common shares issued and outstanding and 59.4 million shares fully diluted. We seek Safe Harbor.