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Under MustGrow, this division will market and sell the existing NexusBioAg product lines, MustGrow’s owned products and technology, and potentially other third-party products.

Canada based MustGrow Biologics Corp.  announced the execution and closing of an Asset Purchase Agreement (the “APA”) with Univar Solutions Canada Ltd. for the acquisition of certain assets that represent NexusBioAg.

MustGrow’s acquisition of NexusBioAg positions the Company as a fully integrated provider of biological and regenerative agriculture solutions with a sales, marketing and distribution division in Canada and the opportunity to expand the division’s operations into the U.S. The consideration payable to Univar Solutions pursuant to the APA is (i) a deferred cash payment of approximately $1,662,000.00, subject to adjustment in accordance with the terms of the APA; and (ii) earn-out payments equal to a specified percentage amount of gross margin on certain itemized products sold by MGRO in 2025 and 2026. There are no finder fees payable in connection with the acquisition and the parties are acting at arm’s length. The TSX Venture Exchange has conditionally approved the acquisition, subject to customary post-closing requirements.

Under MustGrow, this division will market and sell the existing NexusBioAg product lines, MustGrow’s owned products and technology, and potentially other third-party products. The NexusBioAg sales and marketing team brings extensive experience in the biological and regenerative agriculture sector to MustGrow’s operations, supported by a broad industry network that is uniquely positioned to drive growth and innovation. The NexusBioAg team has well-established relationships with growers, channel partners, and industry influencers. They are adept at commercialization of new biological and regenerative products as well as at leveraging a proven business model. The Company expects significant sales synergies from the acquisition driven by enhanced market access and reduced distribution costs for MustGrow’s owned products and technology.

“This synergistic acquisition solidifies MustGrow’s position as a fully integrated biological and regenerative agriculture company with an established sales, marketing and distribution division offering the existing NexusBioAg product lines and supporting the commercialization of MustGrow’s own innovative products and technologies. Just like MustGrow’s own products and technologies, we are committed to growing the NexusBioAg division and we welcome the new team to MustGrow,” said Corey Giasson, President & CEO of MustGrow.

Under MustGrow, this division will market and

Completion of the proposed acquisition of NexusBioAg would position MustGrow as a fully integrated provider of biological and regenerative agriculture solutions with a sales, marketing and distribution division in Canada

MustGrow Biologics Corp. (TSXV:MGRO) (OTC:MGROF) (FRA:0C0) (the “Company” or “MustGrow“) is pleased to announce the signing of a non-binding term-sheet (the “Term Sheet“) dated November 27, 2024 with Univar Solutions Canada Ltd. (“Univar Solutions“) for the proposed acquisition of certain assets that represent NexusBioAg (“NexusBioAg“).

This strategic acquisition remains subject to certain conditions including completion of satisfactory due diligence, the negotiation and execution of a definitive asset purchase agreement between MustGrow and Univar Solutions, and the approval by the TSX Venture Exchange (“TSXV“) and MustGrow’s Board of Directors. The purchase consideration for the proposed acquisition is anticipated to include (i) a deferred cash payment and (ii) contingent payments made in 2025 and 2026, in each case subject to certain adjustments to be agreed to in the definitive transaction documents. The parties are targeting a closing on or about December 31, 2024 for this strategic acquisition. There are no finder fees payable in connection with the proposed acquisition and the parties are acting at arm’s length.

Completion of the proposed acquisition of NexusBioAg would position MustGrow as a fully integrated provider of biological and regenerative agriculture solutions with a sales, marketing and distribution division in Canada. Under MustGrow, this division would market and sell the existing NexusBioAg product line alongside MustGrow’s owned products and technology. It is anticipated the NexusBioAg sales and marketing team would bring extensive experience in the biological and regenerative agriculture sector to MustGrow’s operations, supported by a broad industry network that is uniquely positioned to drive growth and innovation. The NexusBioAg team has well-established relationships with growers, channel partners, and influencers. They are adept in commercialization of new biological and regenerative products, leveraging a proven model that has delivered market success.

As a fully integrated agriculture biologics and regenerative agriculture company, upon closing of the proposed transaction, MustGrow would have access to NexusBioAg’s existing sales with new third party product lines anticipated in 2025 and MustGrow’s proprietary TerraMGTM expected to launch thereafter. Potential synergies are expected, driven by market access for new product development and reduced distribution costs for MustGrow’s owned products.

“This is an exciting opportunity to deliver technology driven, innovative products to farmers in Canada and ultimately the United States,” said Corey Giasson, President & CEO of MustGrow. “This synergistic acquisition would solidify MustGrow’s position as a fully integrated biological and regenerative agriculture company, with an established in-licensed third-party product line, while laying the foundation for the commercialization of MustGrow’s own innovative products.”

Completion of the proposed acquisition of NexusBioAg

It aims to analyse the major bioactive components in mustard seed that may have antibiotic and gut health applications in both humans and animals.

MustGrow Biologics Corp. announced funding from Agriculture and Agri-Food Canada (“AAFC”) to investigate mustard-derived ingredient opportunities in human & animal health and food applications (the “Project”). The funding is provided through the AgriScience Program – Projects Component, under the Sustainable Canadian Agricultural Partnership.

The work will be conducted in connection with AAFC’s Guelph Research & Development Centre (“GRDC”) located in Guelph, Ontario, Canada, and it will be led by Dr Rong Cao. Costs associated with the Project will be covered by both MustGrow and AAFC through a Collaborative Research and Development Agreement under the AgriScience Program. All investigational research activities will be conducted at the GRDC. The funding amount received from AAFC is subject to the negotiation of the Collaborative Research and Development Agreement. The funding does not imply Government of Canada endorsement of MustGrow’s findings, products, or practices.

MustGrow has always suspected potential product ingredient opportunities of mustard derivatives in human & animal health applications, including functional foods and nutraceuticals for improved immunity and gut health in humans, as natural food preservatives, as well as a replacement for antibiotics in animal feeds. The GRDC is a leading research institute in food health attributes and safety.

MustGrow will continue to focus on its core business in natural agricultural biopesticides, biofumigants, and biofertility products derived from the mustard seed or its processing by-products, while pursuing this opportunity in human and animal health in a cost-effective and expedient structure. MustGrow’s biofertility product, TerraSanteTM, is currently being marketed and sold in the United States, with additional biocontrol development programs underway with four global partners: Bayer, Sumitomo Corporation, Janssen PMP, and NexusBioAg.

Together, MustGrow and AAFC will:

Analyze the major bioactive components in mustard seed that may have antibiotic and gut health applications in both humans and animals.

Assess yellow mustard extracts for efficacy in converting glucosinolates into active ingredients that may have antibiotic and gut health applications in both humans and animals.

Test the selected bioactive components for antifungal and antibacterial activities against food spoilage microbes and disease pathogens, including the banana-plaguing disease Fusarium wilt TR4.

Test the selected bioactive components for antioxidant and anti-inflammatory effects, for use as ingredients in functional foods and nutraceuticals for improved immunity and gut health in both humans and animals.

MustGrow has always believed that there is a potential for new products to be developed and deployed in antibiotic and gut health applications using bioactives derived from the mustard seed. These new applications would be directed at antimicrobial, antioxidant, and anti-inflammatory uses in functional foods, gut health, and nutraceuticals in both human and animal health.

It aims to analyse the major bioactive

Mustard-derived TerraSanteTM focuses on soil and soil microbiome health, nutrient/water use efficiencies, and plant yields.

Canada based. announced receipt of the Florida Department of Agriculture and Consumer Services registration approval for its mustard plant-based TerraSanteTM, an organic biofertility product. The Florida organic certification is included under MustGrow’s existing Organic OMRI Listed® certifications in Arizona, Idaho, Oregon, and Washington State.

MustGrow’s Florida registration and organic certification is a key pillar in the commercialisation strategy with BioAg Product Strategies. In addition to Florida, and recently awarded Arizona, Idaho, California, Oregon, and Washington State, MustGrow expects to continue its efforts towards further state-level registrations in other pertinent U.S. states.

Florida has approximately 47,300 farms, citrus groves, and ranches totalling 9.7 million acres, producing a wide variety of fruits, vegetables, and floriculture. In 2022, Florida ranked first in the U.S. in the production value of bell peppers (US$262 million), floriculture (US$1.16 billion), foliage plants for indoor use (US$481 million), Valencia oranges (US$289 million), grapefruit (US$706 million), sugarcane (US$752 million), fresh market tomatoes (US$323 million) and watermelons (US$216 million). Florida ranked second in the U.S. in production value for all oranges (US$491 million), strawberries (US$511 million), and sweet corn (US$124 million).

TerraSanteTM for Soil and Ecological Health

MustGrow’s soil amendment and biofertility development programs focus on soil and soil microbiome health, nutrient and water use efficiencies, and plant yields. Soil is a farmer’s most valuable asset, and MustGrow’s mustard plant-based technologies are being developed with the intention to improve not only the health of the soil, but also the surrounding ecological environment.

As an organic biofertilizer in soluble mixable form, TerraSanteTM contains nutritious plant proteins and carbohydrates that feed the soil and soil microbes, potentially improving beneficial microbial activity and ensuring long-term sustainable soil health. These targeted micro-communities have been shown to work to improve nutrient availability, which can potentially increase plant Vigor and yields, while reducing plant stress. TerraSanteTM has the potential to improve crop nutrient uptake and, hence, overall crop performance. There are no artificial additives or preservatives used during its manufacturing.

Mustard-derived TerraSanteTM focuses on soil and soil

MustGrow’s technology outperformed the chemical standard at multiple rates with statistical significance

MustGrow Biologics Corp announced the successful postharvest trials in both disease control and sprout suppression of stored potatoes conducted by a third-party independent laboratory. MustGrow’s organic mustard plant-based technology outperformed leading synthetic chemical standards for the treatment of stored potatoes for both Fusarium dry rot disease and sprouting. No combination solutions currently exist that treat both disease and sprouting – making MustGrow’s application unique in addressing both postharvest issues in potatoes simultaneously.

MustGrow’s post harvest development programme may now transition to Sumitomo Corporation across the Americas (potatoes and bananas) and Bayer across Europe, the Asia Pacific, the Middle East and Africa (potatoes only). Further testing and trials are required to evaluate commercial potential. Additional post harvest applications may also be trialled, including disease control in large shipping containers.

MustGrow had previously announced separate collaboration agreements with Sumitomo Corporation and Bayer to evaluate the efficacy and commercial potential of MustGrow’s technology.

MustGrow’s mustard-derived technology was trialled versus hydrogen peroxide, a leading synthetic chemistry standard, to measure control (kill) of Fusarium dry rot (Fusarium sambucinum conidia and F sambucinum). MustGrow’s technology outperformed the chemical standard at multiple rates with statistical significance. Disease control was measured after the five-week interval, highlighting the effectiveness of MustGrow’s technology at killing not only the Fusarium dry rot itself but also the disease’s ability to reform and replicate.

MustGrow's technology outperformed the chemical standard at