Mr. Corey Giasson reports

MUSTGROW ANNOUNCES NON-BROKERED LIFE OFFERING OF APPROXIMATELY $2 MILLION

MustGrow Biologics Corp. has arranged a non-brokered private placement of units at a price of 50 cents per unit for aggregate gross proceeds to the company of approximately $2-million. 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; and (ii) one common share purchase 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 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.

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 that 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 on SEDAR+ 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 June 11, 2026, or such other dates as may be determined 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 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.

As consideration for services, certain eligible finders may receive: (i) aggregate cash fees equal up to 6.0 per cent of the gross proceeds of the LIFE offering from investors introduced to the company by the finders; and (ii) non-transferable common share purchase warrants representing up to 6.0 per cent of the aggregate number of units sold to investors introduced to the company by the finders. Each finder's warrant will entitle 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 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 Multilateral Instrument 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 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 63.0 million common shares issued and outstanding, and approximately 76.7 million shares on a fully diluted basis.

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