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MustGrow Closes $3.7 Million Non-Brokered LIFE Offering

News provided by newsfile2026-06-19

Saskatoon, Saskatchewan--(Newsfile Corp. - June 19, 2026) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow"), is pleased to announce the closing of its previously announced non-brokered private placement of 7,481,541 units of the Company (each, a "Unit") at a price of $0.50 per Unit for gross proceeds of approximately $3,741,000 (the "LIFE Offering").

Each Unit consists of (i) one common share of the Company (each, a "Common Share") and (ii) one common share purchase warrant (each, 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 Common Share (each, 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 TerraSante^TM and working capital and general corporate purposes.

The Units sold pursuant to the LIFE Offering were 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. 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. The LIFE Offering remains subject to final approval of the TSXV.

As consideration for services, certain eligible finders received: (i) an aggregate cash fee equal to $110,865, being 6.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) 221,730 non-transferable Common Share purchase warrants (the "Finder's Warrants"), being 6.0% of the aggregate number of Units sold to investors introduced to the Company by the finder. Each Finder's Warrant entitles its holder to purchase one Common Share (a "Finder Warrant Share") at a price of $0.70 per Finder Warrant Share for a 60-month period. The Finder Warrants and any Finder Warrant Shares issuable upon exercise thereof are subject to a statutory hold period expiring four months and one day following the date of issue in accordance with applicable Canada securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the 1933 Act, or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About MustGrow

MustGrow Biologics Corp. is a provider of innovative biological and regenerative agriculture solutions designed to support sustainable farming. The Company's technology is centered on harnessing the natural defense mechanisms and organic compounds found in mustard seed and formulating them into organic biofertility, biostimulant, and biocontrol products. These solutions are designed to protect soil health and the soil microbiome, support plant health, and contribute to global food security through more sustainable agricultural practices. In the United States, MustGrow's flagship biofertility product, TerraSante^TM, is registered, organically certified, and commercially sold in key agricultural states, including California. Outside of North America, MustGrow is focused on collaborating with leading global agriculture companies, such as Bayer AG in Europe, the Middle East, and Africa, to commercialize its wholly owned proprietary products and technologies. The Company is dedicated to driving shareholder value through the commercialization and expansion of its intellectual property portfolio, which includes approximately 108 issued and pending patents. MustGrow is publicly traded on the TSX Venture Exchange under the symbol MGRO and has approximately 70.4 million common shares issued and outstanding, and approximately 91.9 million shares on a fully diluted basis.

For further details, please visit www.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". Forward-looking statements in this news release, including statements about the intended use of proceeds of the LIFE Offering, 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 TSVV approval of LIFE Offering on the terms contemplated herein, or at all, and those risks described in more detail in MustGrow's annual information form for the year ended December 31, 2025 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.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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