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MustGrow Receives First Milestone Payment from Bayer AG

(Very Positive)
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MustGrow Biologics (OTCQB: MGROF) announced receipt of the first development milestone payment from Bayer AG under their December 2023 License and Collaboration Agreement for mustard-based biocontrol soil applications in Europe, the Middle East and Africa.

Bayer is responsible for formulation, regulatory studies, submissions, registrations and commercialization activities in the territory. MustGrow estimates that the combined value of upfront and potential milestone payments plus Bayer-funded development work could total approximately US$35–40 million over the next 5–7 years, with minimal incremental costs to MustGrow aside from supplying product for testing.

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Positive

  • First Bayer milestone payment received under 2023 license and collaboration deal
  • Estimated combined value of upfront, milestones and development work of US$35–40 million over 5–7 years
  • Bayer funds and conducts regulatory and market development work in EMEA territory
  • MustGrow expects minimal incremental costs beyond supplying product for testing
  • Potential future revenue streams from royalties and manufacturing sales fees upon commercial sales
  • MustGrow reports approximately 70.4 million basic and 91.9 million fully diluted shares outstanding

Negative

  • Future milestone payments and development value are estimates and not precisely knowable
  • Agreement can be terminated, and payment milestones may not be achieved
  • There is explicit risk that commercial sales may never materialize, limiting royalties and fees

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  • Bayer AG has paid MustGrow the first development milestone payment.
  • The MustGrow / Bayer AG License and Collaboration Agreement, signed in December 2023, covers soil applications of MustGrow's mustard-based biocontrol technologies in Europe, Middle East and Africa.

Saskatoon, Saskatchewan--(Newsfile Corp. - August 21, 2026) - MustGrow Biologics Corp. (TSXV: MGRO) (OTCQB: MGROF) (FSE: 0C0) ("MustGrow") is pleased to announce that it has received the first milestone payment from Bayer AG (BAYN) ("Bayer"), which was payable under the License and Collaboration Agreement (the "Agreement") entered into in December 2023.

Under the terms of the Agreement, Bayer has access to MustGrow's mustard-based biocontrol technologies covering soil applications in Europe, Middle East and Africa ("Bayer Territory"). This first milestone payment was linked to technical product development milestones. Going forward, potential additional milestone payments payable to MustGrow are linked to additional achievements. Upon commencement of commercial sales, if any, MustGrow will also be entitled to fees from royalties and manufacturing sales. Unless terminated earlier as provided in the Agreement, the term of the Agreement shall continue until the expiration of all intellectual property licensed to Bayer under the Agreement.

Under the Agreement, Bayer is responsible for regulatory and market development work (the "Development Work") within the Bayer Territory in the respective field of use necessary to commercialize MustGrow's mustard-based biocontrol technologies, including the development of the formulated product, conducting relevant regulatory data studies for regulatory submissions, filing regulatory submissions, registration with relevant regulatory authorities, and support, marketing, and commercial sales activities. MustGrow estimates that the value of the upfront, milestone payments and Development Work could approximate US$35 million to US$40 million over the next 5 to 7 years. The value and the timeline associated with completing the Development Work is not knowable with precision at this time for a variety of reasons, including risks relating to product development and regulatory matters and the nature of collaboration agreements, which are described more fully in MustGrow's Annual Information Form for the year ended December 31, 2025, which is available under the Company's profile at www.sedarplus.ca. Because of the nature of the licensing arrangement, other than costs associated with providing product for testing, there are minimal incremental costs to MustGrow in pursuing the Development Work. Pursuant to the terms of the Agreement, the first milestone payment amount, specific technical product development milestones and assumptions underlying MustGrow's estimates of the value of the upfront, milestone payments and Development Work are considered confidential information, and therefore such details are omitted from this news release.

"Growers require new sustainable, effective and affordable solutions to meet their needs in the future. Growing the toolbox, complementing existing technologies and introducing new possibilities is critical to address tomorrow's challenges in the fields," said Ralf Glaubitz, Head of Crop Protection Product Team Biologicals at Bayer's Crop Science division. "For us, a strong network and partners like MustGrow are key to accelerate the development of innovative biological solutions to broaden the toolbox and to bring the necessary crop protection innovations one step closer to where they are needed."

"Receiving this first milestone payment from Bayer under the Agreement marks another significant validation for MustGrow," remarked Corey Giasson, President & CEO of MustGrow. "Bayer is a global leader in crop science and sustainable agriculture, and has been an excellent partner for MustGrow in Europe, the Middle East, and Africa. This first milestone payment from Bayer continues to validate the need for sustainable biological technologies in the agriculture market and the efficacy of our biocontrol technology, TerraMG™."

About MustGrow

MustGrow Biologics Corp. 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, TerraSanteT™, 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 110 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.

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". Forward-looking statements in this news release are subject to a number of risks and uncertainties, including but not limited to, the risk of termination of the Agreement, the risk failure to meet the payment milestones under the Agreement, and the risk that commercial sales never materialize, 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 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: those risks described in more detail in MustGrow's annual information form for the year ended December 31, 2025 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.

© 2026 MustGrow Biologics Corp. All rights reserved.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310671

FAQ

What milestone did MustGrow Biologics (MGROF) announce on August 21, 2026 with Bayer AG?

MustGrow announced receipt of its first development milestone payment from Bayer AG on August 21, 2026. According to MustGrow, this payment arises under a 2023 License and Collaboration Agreement for mustard-based biocontrol soil applications across Europe, the Middle East and Africa.

How much could the Bayer AG collaboration be worth to MustGrow Biologics (MGROF)?

According to MustGrow, the estimated combined value of upfront and potential milestone payments plus Bayer-funded development work could approximate US$35–40 million over 5–7 years. The exact amounts and timing remain uncertain due to development, regulatory and collaboration risks.

What responsibilities does Bayer AG have in the MustGrow (MGROF) biocontrol agreement?

Bayer is responsible for regulatory and market development work in the agreed EMEA territory. According to MustGrow, this includes formulated product development, regulatory data studies, submissions, registrations, and support, marketing and commercial sales activities for its mustard-based biocontrol technologies.

How will MustGrow Biologics (MGROF) earn revenue from the Bayer AG agreement?

According to MustGrow, it may receive additional milestone payments tied to future achievements and, upon commencement of commercial sales, fees from royalties and manufacturing sales. These potential revenues depend on successful development, regulatory approvals and realization of commercial sales under the agreement.

What is the duration of the MustGrow (MGROF) and Bayer AG license and collaboration agreement?

The agreement will continue until all intellectual property licensed to Bayer expires, unless terminated earlier under its terms. According to MustGrow, the contract governs mustard-based biocontrol soil applications in Europe, the Middle East and Africa within the defined field of use.

What risks did MustGrow Biologics (MGROF) highlight about its Bayer AG collaboration?

According to MustGrow, key risks include possible termination of the agreement, failure to meet payment milestones and the possibility that commercial sales never occur. These factors could cause actual financial outcomes to differ materially from current expectations and estimates.

What is the share count for MustGrow Biologics (MGROF) following the Bayer milestone news?

According to MustGrow, it has approximately 70.4 million common shares issued and outstanding and about 91.9 million shares on a fully diluted basis. These figures provide investors context on potential dilution and per-share impact of future milestone or royalty revenues.