Mr. Corey Giasson reports

MUSTGROW ANNOUNCES NON-BROKERED LIFE OFFERING OF UP TO $2 MILLION

Mustgrow Biologics Corp. has arranged a non-brokered private placement of up to four million units of the company at a price of 50 cents per unit for gross proceeds of up to $2-million (listed issuer financing exemption offering).

Each unit will consist 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 closing date (defined below) and will entitle the holder thereof to purchase one additional 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), inventory for agricultural products to sell through its Canadian distribution platform (NexusBioAg), and working capital and general corporate purposes.

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. Insiders and certain consultants who participate in the LIFE offering would be subject to a four-month hold period pursuant to applicable policies of the TSX-V.

There is an offering document related to the LIFE offering that can be accessed under the company's profile and on the company's website. 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 Jan. 22, 2026, or such other date(s) as may be determined by the company. 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 TSX-V.

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 U.S. 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.

As consideration for services, certain eligible finders may receive: (i) an aggregate cash fee equal up to 6.0 per cent 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 representing up to 6.0 per cent of the aggregate number of shares forming part of the units issued to investors introduced to the company by the finder. Each finder warrant will entitle its holder to purchase one share at a price of 70 cents per 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.

Multilateral Instrument 61-101 compliance

It 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 TSX-V. The issuance of units to any insiders will be considered a related party transaction within the meaning of MI 61-101, Protection of Minority Security Holders in Special Transactions. 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 per cent of the company's market capitalization.

About Mustgrow Biologics Corp.

Mustgrow 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 as well as the sales and distribution of its proprietary and third party product lines through NexusBioAg. Mustgrow is a publicly traded company and has approximately 58.9 million common shares issued and outstanding and 69.1 million shares fully diluted.

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