MustGrow Biologics Corporation (QB)【MGROF】株式ニュース

MustGrow Announces Non-Brokered LIFE Offering of Approximately $2 MillionMay 25, 2026 6:00 PM
NewsfileSaskatoon, Saskatchewan--(Newsfile Corp. - May 25, 2026) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow") is pleased to announce a non-brokered private placement of units (each, a "Unit") at a price of $0.50 per Unit for aggregate gross proceeds to the Company of approximately $2,000,000 (the "LIFE Offering"). The Company reserves the right to increase the size of the Offering, as further described in the offering document.Each Unit will consist of: (i) one common share in the capital of the Company (each, a "Common Share"); and (ii) one Common Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable for a period of 60 months from the Closing Date (defined below) 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 TerraSanteTM and working capital and general corporate purposes.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. 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 TSXV.There is an offering document related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.MustGrow.ca. 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 June 11, 2026 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 TSXV.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% 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 (the "Finder's Warrants") representing up to 6.0% of the aggregate number of Units sold to investors introduced to the Company by the finder. Each Finder's Warrant will entitle 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 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.MI 61-101 ComplianceIt is anticipated that 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 TSXV. The issuance of Units 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% of the Company's market capitalization.Not an Offer to Sell or Solicitation in the USThis 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 MustGrowMustGrow 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, TerraSanteTM, 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 63.0 million common shares issued and outstanding, and approximately 76.7 million shares on a fully diluted basis.For further details, please visit www.mustgrow.ca.Contact InformationCorey Giasson Director & CEO
Phone: +1-306-668-2652
info@mustgrow.caMustGrow Forward-Looking StatementsCertain 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 LIFE Offering, the intended closing date of the LIFE Offering and if the LIFE Offering closes at all, the intended use of proceeds, 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 ability to complete the proposed LIFE Offering on the terms and timeline contemplated herein, or at all, including the receipt of conditional and final approvals from the TSXV and satisfaction of other closing conditions, 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© 2026 MustGrow Biologics Corp. All rights reserved.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298792 Original: MustGrow Announces Non-Brokered LIFE Offering of Approximately $2 Million

MustGrow's Canola Field Trials Demonstrate Clubroot Disease Suppression; Improved Canola Yield with Healthier Root SystemsFebruary 3, 2026 10:37 AM
NewsfileMustGrow's mustard-derived organic biocontrol technology TerraMGTM focuses on soil-borne disease and pest suppression, which has been shown to improve soil conditions, crop yields, and healthier root systems;Clubroot is a soil-borne parasitic disease with devastating effects on canola production across the Canadian Prairies with no effective products currently registered for Clubroot suppression;Field trial findings support TerraMGTM's role as a sustainable product capable of suppressing Clubroot and promoting higher canola yields and root systems under various disease pressures;MustGrow (via NexusBioAg) trialed approx. 100 acres over 2-year field program.Saskatoon, Saskatchewan--(Newsfile Corp. - February 3, 2026) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow"), is pleased to announce completion and results of its 2-year field trial program in the Canadian Prairies on approximately 100 acres of canola production. Field trial findings have demonstrated MustGrow's TerraMGTM is a sustainable technology capable of suppressing clubroot parasitic disease (P. brassicae) ("Clubroot") and promoting higher canola yields and root systems under various disease pressures.Clubroot is a soil-borne parasitic disease that has had devastating effects on canola production across the Canadian Prairies with no effective products currently available for Clubroot suppression. Canola is Canada's most valuable field crop, with 2025 production reaching approximately $14 billion (21.8 million tonnes at approximately $650/tonne)(1) and generating billions in annual export revenue. Without adequate treatment and management solutions, Clubroot continues to create major problems for Canadian canola farmers who need a solution. TerraMGTM: MustGrow's Answer to Clubroot MustGrow is actively working towards registering its organic biocontrol product TerraMGTM through Health Canada's Pest Management Regulatory Agency. TerraMGTM combats Clubroot through its mechanism, releasing naturally occurring isothiocyanates from mustard seed meal. Isothiocyanates are known to possess fungicidal and biocidal activity, suppressing a range of soil-borne pathogens, including Clubroot.In MustGrow's 2024 and 2025 field trials, conducted through its wholly-owned Canadian marketing and distribution business NexusBioAg, TerraMGTM-treated plots showed a significant reduction in resting spore concentrations of Clubroot relative to untreated controls. Visual assessments of canola root galls indicated reduced severity and incidence in treated plots. These findings support TerraMGTM's role as a sustainable biocontrol capable of suppressing Clubroot inoculum and promoting higher canola yields and healthier root systems under various disease pressure.In 2024, Clubroot spores were more prevalent due to a wetter growing season, and TerraMGTM performed exceptionally well with up to 95% reductions in Clubroot spores. Disease pressure was consistent throughout the season due to the wetter conditions. Yield benefits to the grower showed up to a 7 bushel/acre increase (19% increase over Canada's 36 bushel/acre average production in 2024)(2), translating to a $91/acre increase in value to the farmer (at approximately $13/bushel average commodity price)(3).In 2025, according to internal data, canola farmers experienced a relatively dry season and correspondingly less Clubroot disease prevalence than the much wetter 2024 season. Yield increase utilizing TerraMGTM demonstrated a 1-2 bushel/acre increase over the control, which was less impactful than 2024, with less Clubroot infestation in the fields to address.Detrimental Disease with Limited Options for FarmersThe 15-20 year longevity of Clubroot's highly resilient resting spores is a key element of Clubroot's persistence and detrimental impact on canola. The parasitic disease induces gall formation on roots, disrupting water and nutrient uptake. Early infection with moderate to high spore loads can lead to 100% loss of canola crop. Infection at the early seedling stage can later result in wilting, stunting, yellowing and death of canola plants. In later crop stages, inflection may not necessarily show wilting, stunting or yellowing, but infected plants may ripen prematurely, resulting in shriveled seeds and negatively impacting yield, oil content, and quality.(4)No effective products are currently registered for Clubroot suppression in canola. Current farming practices include extensive sanitation and equipment cleaning, long crop rotations (3-4 years between canola crops), and genetically-modified resistant canola varieties. While genetic resistance in commercial canola hybrids initially provided strong control, new mutated Clubroot pathotypes are now capable of overcoming resistance.(4)These methods, while partially effective, are economically and logistically challenging. A biological, soil-active technology, like MustGrow's TerraMGTM, capable of reducing resting spore loads could represent a significant breakthrough in sustainable Clubroot management for Canadian farmers.References:1) Production of principal field crops, November 2025
2) Production of principal field crops, November 2024
3) Feed Grain - Other Crops - Canola Prices 2024.xlsx
4) Clubroot Disease | Canola EncyclopediaAbout MustGrowMustGrow 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 77.0 million shares fully diluted. For further details, please visit www.mustgrow.ca.Contact InformationCorey Giasson Director & CEO
Phone: +1-306-668-2652
info@mustgrow.caMustGrow Forward-Looking StatementsCertain 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 impact and significance of customer performance data and field testing, the increase in value of yields and the costs of such increase in value, if any, 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: 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.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282525
Original: MustGrow's Canola Field Trials Demonstrate Clubroot Disease Suppression; Improved Canola Yield with Healthier Root Systems