January 23, 2026 – MustGrow Biologics Corp. (TSXV: MGRO; OTC: MGROF; FRA: 0C0) (the “Company” or “MustGrow”), is pleased to announce: the closing of its previously announced non-brokered private placement of 4,000,000 units of the Company (each, a “Unit”) at a price of $0.50 per Unit for gross proceeds of $2,000,000 (the “LIFE Offering”).
Each Unit consists of (i) one common share of the Company (a “Share”) and (ii) one common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable for a period of 60 months from the date of closing and will entitle the holder thereof to purchase one additional Share (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, inventory for agricultural products to sell via its Canadian distribution platform NexusBioAg, and working capital and general corporate purposes.
The Units sold pursuant to the LIFE Offering were offered 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.
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.
As consideration for services, certain eligible finders received (i) an aggregate cash fee equal to $105,000, being 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) 210,000 non-transferable common share purchase warrants (the “Finder’s Warrants”) representing 6.0% of the aggregate number of Shares forming part of the Units issued to investors introduced to the Company by the finders. Each Finder’s Warrant will entitle its holder to purchase one Share (a “Finder Warrant Share”) at a price of $0.70 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.
The LIFE Offering remains subject to final approval of the TSXV.
Market Awareness Services and Investor Relations Agreements
The Company has entered into market awareness and investor awareness agreements (the “Awareness Agreements”) with partners to bring visibility and awareness to MustGrow over the next 12 months: Apaton Finance GmbH (“Apaton”), Ellernstr. 34, 30175 Hanover, Germany, www.apaton.com. The objective of this partnership is to further enhance the reach, visibility, and relevance of the Company’s corporate communications. As part of the cooperation, Apaton will produce editorial and video content in both German and English. This content will be distributed directly and indirectly via news portals, search engines, and AI-supported platforms, newsletter, thereby increasing the accessibility of the Company’s information for interested investors. The brand-building initiative, combining fact-based reporting with emotionally engaging video storytelling, has been agreed for a fixed term of 12 months, commencing in February 1, 2026, with a total budget of EUR 120,000.
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, 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 110 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 (TSXV-MGRO) and has approximately 62.9 million common shares issued and outstanding and 77.1 million shares fully diluted. For further details, please visit www.mustgrow.ca.
Contact Information
Corey Giasson Director & CEO
Phone: +1-306-668-2652
[email protected]
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”. Forward-looking statements in this news release, including statements about: the intended use of proceeds from the LIFE Offering and TSXV’s final approval of the LIFE Offering and the Agreements, the outcomes resulting from the Agreements and 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: risks relating to the Company’s receipt of final approval from the TSXV and those risks described in more detail in MustGrow’s Annual Information Form for the year ended December 31, 2024 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. © 2026 MustGrow Biologics Corp. All rights reserved.
