MustGrow Biologics Completes Acquisition of NexusBioAg

Rhea-AI Summary

MustGrow Biologics Corp (TSXV: MGRO) (OTCQB: MGROF) has completed the acquisition of NexusBioAg from Univar Solutions Canada through an Asset Purchase Agreement dated December 31, 2024. The acquisition positions MustGrow as a fully integrated provider of biological and regenerative agriculture solutions with established sales, marketing, and distribution operations in Canada, with potential U.S. expansion opportunities.

The deal includes a deferred cash payment of approximately $1,662,000, subject to adjustments, and earn-out payments based on gross margin percentages from specific products sold in 2025 and 2026. The TSX Venture Exchange has granted conditional approval for the acquisition. The NexusBioAg division will market existing product lines, MustGrow's proprietary products, and potential third-party offerings, leveraging their experienced sales team and established industry relationships.

Positive

• Acquisition establishes MustGrow as a fully integrated provider in the biological agriculture sector
• Expected significant sales synergies through enhanced market access
• Reduction in distribution costs for MustGrow's products
• Acquisition includes experienced sales team with established industry relationships
• Potential for U.S. market expansion

Negative

• Deferred cash payment obligation of $1,662,000
• Future earn-out payment obligations for 2025 and 2026

Saskatoon, Saskatchewan--(Newsfile Corp. - January 2, 2025) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) (the "Company" or "MustGrow") is pleased to announce the execution and closing of an Asset Purchase Agreement (the "APA") dated December 31, 2024 with Univar Solutions Canada Ltd. ("Univar Solutions") for the acquisition of certain assets that represent NexusBioAg ("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.

About NexusBioAg

NexusBioAg, a division of MustGrow, provides an expanded portfolio of crop nutrition solutions, including micronutrients, nitrogen stabilizers, biostimulants, and foliar products. With a diverse collection of inventory and logistics experts, procurement, customer service, agronomists, and sales and marketing experts, NexusBioAg strives to help meet increasingly unique agricultural businesses' needs. Through these strong capabilities, a collaborative team-oriented approach, and a commitment to agricultural integrity, NexusBioAg is helping customers innovate and grow. Learn more at www.nexusbioag.com.

About MustGrow

MustGrow 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, 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 on the commercialization and expansion of its intellectual property portfolio of approximately 112 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 public traded company (TSXV: MGRO) and has approximately 51.6 million common shares issued and outstanding and 55.7 million shares fully diluted. For further details, please visit www.mustgrow.ca.

Contact Information

Corey Giasson
Director & CEO
Phone: +1-306-668-2652
info@mustgrow.ca

MustGrow Forward-Looking Statements

Certain 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". Examples of forward-looking statements in this news release include, among others, statements MustGrow makes regarding: the potential expansion of the NexusBioAg division's operations in the U.S.; the precise quantum of the consideration payable to Univar Solutions pursuant to the APA; whether the NexusBioAg division will market and sell the existing NexusBioAg product lines, MustGrow's owned products and technology, and potentially other third-party products; and the expected significant sales synergies from the acquisition driven by enhanced market access and reduced distribution costs for MustGrow's owned products and technology. Forward-Looking statements 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 occur at all or 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: any required adjustments to the consideration payable to Univar Solutions pursuant to the APA (in accordance with the terms of the APA); the successful integration of the NexusBioAg division into MustGrow's existing operations; changes to market conditions as a result of lower farm revenues due to lower yield because of weather events or lower crop prices, delayed planting due to weather impacting the application of additional technologies, reduced farm gate cash flow or credit ratings, higher farm input costs due to inflation, supply chain issues in production and shipping, increased competition from new products or lower prices for competing products, retail consolidation in the agribusiness sector, labour market issues, and third party product supply issues; and the risks described in MustGrow's Annual Information Form for the year ended December 31, 2023 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.

© 2025 MustGrow Biologics Corp. All rights reserved.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235710

FAQ

What is the purchase price for MustGrow's (MGROF) acquisition of NexusBioAg?

The purchase price includes a deferred cash payment of approximately $1,662,000 plus earn-out payments based on gross margins from specific products sold in 2025 and 2026.

When did MustGrow (MGROF) complete the NexusBioAg acquisition?

MustGrow completed the acquisition of NexusBioAg on December 31, 2024.

What are the expected synergies from MustGrow's NexusBioAg acquisition?

The acquisition is expected to generate significant sales synergies through enhanced market access, reduced distribution costs, and leveraging NexusBioAg's established industry relationships.

How will the NexusBioAg acquisition affect MustGrow's market presence?

The acquisition positions MustGrow as a fully integrated provider of biological and regenerative agriculture solutions in Canada, with opportunities for U.S. market expansion.

What products will the acquired NexusBioAg division sell under MustGrow?

The division will market and sell existing NexusBioAg product lines, MustGrow's owned products and technology, and potentially other third-party products.