Mr. Corey Giasson reports

MUSTGROW CLOSES $3.7 MILLION NON-BROKERED LIFE OFFERING

Mustgrow Biologics Corp. has closed its previously announced non-brokered private placement of 7,481,541 units of the company at a price of 50 cents per unit for gross proceeds of approximately $3,741,000.

Each unit consists of: (i) one common share of the company; and (ii) one common share purchase 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 at an exercise price of 70 cents 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 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, 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 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 TSX-V.

As consideration for services, certain eligible finders received: (i) an aggregate cash fee equal to $110,865, being 6.0 per cent 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, being 6.0 per cent 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 at a price of 70 cents per finder's warrant share for a 60-month period. The finders' warrants and any finders' 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.

About Mustgrow Biologics Corp.

Mustgrow Biologics 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, 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.

We seek Safe Harbor.