MustGrow Biologics Announces Proposed Private Placement of Units for Approximately $2 million

13 December 2024, Canada: MustGrow Biologics Corp. (TSXV:MGRO) (OTC:MGROF) (FRA:0C0) (the “Company” or “MustGrow“) is pleased to announce a proposed non-brokered private placement of approximately 2,000 units (each, a “Unit“) at a price per Unit of $1,000 for aggregate gross proceeds of approximately $2,000,000 (with an option to increase the size of the private placement by $1,000,000) (the “Private Placement“). The Company intends to close the Private Placement on or about January 10, 2025 (the “Closing Date”).

Each Unit will be comprised of: (i) $1,000 principal amount of unsecured convertible debentures (the “Debentures“); and (ii) 666 common share purchase warrants (the “Warrants“). Each Debenture may, at the option of the holder: (i) be converted into common shares in the capital of the Company (the “Common Shares“) at price of $1.50 per Common Share (the “Principal Conversion Price“) at any time; or (ii) paid in cash 60 months following the Closing Date (subject to certain acceleration and automatic conversion rights). Each Warrant will be exercisable by the holder thereof to acquire one Common Share at a price of $1.90 per Common Share for a period of 60 months following the Closing Date. The Debentures will accrue interest at a rate of 8% per annum. Accrued interest shall be payable semi-annually in cash.

If, at any time following the date that is 12 months from the Closing Date, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) is greater than $3.00 for the preceding 30 consecutive trading days, the Company shall have the option to immediately accelerate the conversion of the Debentures at the Principal Conversion Price.

The Company intends to use the proceeds from the Private Placement for inventory production for TerraSanteTM, working capital and general corporate purposes. The Debentures, the Warrants and any underlying Common Shares will be subject to a four month hold period from the Closing Date. The Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV. Finder’s fees of cash and/or non-transferrable warrants may be paid in connection with the Private Placement in accordance with applicable laws.

This press release does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any Units within the United States.

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