MustGrow Closes Non-Brokered LIFE Offering of Approximately $2.1 Million, Repricing of Warrants, and Shares for Debt Settlement

Core Viewpoint - MustGrow Biologics Corp. has successfully closed a non-brokered private placement, raising approximately $2.1 million through the sale of units, along with a repricing of warrants and a shares for debt settlement agreement [1][3][11] Group 1: LIFE Offering - The LIFE Offering consisted of 3,059,731 units sold at a price of $0.70 per unit, generating gross proceeds of approximately $2,141,812 [1] - Each unit includes one common share and one common share purchase warrant, with warrants exercisable for 60 months at an exercise price of $0.90 per share [2] - The net proceeds will be used for inventory production of the mustard-derived organic biofertility product TerraSanteTM, inventory for agricultural products, and general corporate purposes [3] Group 2: Warrant Repricing - The company has repriced 1,721,610 outstanding warrants from a previous private placement, reducing the exercise price from $1.90 to $0.90 per share [7][8] - The repriced warrants include an acceleration provision that allows for an earlier expiry if the share price exceeds $1.08 for ten consecutive trading days [9] - This repricing is pending final approval from the TSX Venture Exchange [10] Group 3: Shares for Debt Settlement - MustGrow is settling approximately $2,385,000 in outstanding principal under unsecured convertible debentures by issuing up to 3,407,134 shares at a deemed price of $0.70 per share [11] - The settlement also includes a cash payment for all accrued and unpaid interest [11] - The shares issued in this settlement will be subject to a statutory hold period of four months and one day [12] Group 4: Insider Participation and Compliance - Certain insiders participated in the LIFE Offering, purchasing a total of 285,716 units, which will be subject to a four-month hold period [13] - The participation of insiders in the LIFE Offering and other transactions is considered a related party transaction under Multilateral Instrument 61-101 [14] - The company is relying on exemptions from formal valuation and minority shareholder approval requirements due to the transaction's market capitalization not exceeding 25% [14] Group 5: Company Overview - MustGrow Biologics Corp. provides innovative biological and regenerative agriculture solutions, focusing on eco-friendly alternatives to synthetic chemicals and fertilizers [15] - The company has a portfolio of approximately 109 patents and collaborates with agriculture companies like Bayer AG for commercialization [15] - MustGrow is publicly traded on the TSX Venture Exchange with approximately 58.9 million common shares outstanding [16]