Gaia Grow Corp. announced that it has entered into an agreement with New Life Sciences Capital, LLC for 60,000,000 common shares at a price of CAD 0.05 for the gross proceeds of CAD 3,000,000 on September 29, 2021. The transaction will be closed in three tranches.

The first tranche will raise CAD 1,000,000 in proceeds for CAD 1,090,000 worth of Placement Shares and is expected to occur in the next week. The second tranche will raise CAD 1,000,000 in proceeds for CAD 1,090,000 worth of Placement Shares and is expected to occur before the first anniversary of the first tranche. Additionally, the Company may elect to raise CAD 1,000,000 in proceeds for Placement Shares worth the same amount in a third tranche, with the consent of the Investor.

The Investor will not be obligated to provide the second tranche, and/or may reduce the size of the second tranche, if the market price of the Company's Shares is below CAD 0.02. The Company will make an initial issuance of 2,480,000 Placement Shares to the Investor at the time of the funding of first tranche. The company will pay CAD 120,000 fees to the investor which will be paid from the proceeds from the first tranche.

The Company will issue 4,800,000 warrants with an exercise period of 48 months from the date of issue (the “Warrants”) to Investor entitling the Investor to subscribe for one Share per Warrant at the exercise price equal to CAD 0.05.