GROGENESIS, INC. (OTCMKTS:GROG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 3.02 of this Form 8-K is hereby
incorporated by reference into this Item 1.01.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02. Unregistered Sales of Equity
Securities

On February 21, 2017, GroGenesis, Inc. (the Company) entered into
a warrant reset offer agreement (Reset Agreement) with certain
shareholders who had participated in the Companys previous
private placement that was completed on July 21, 2016 (the $0.10
PP). Under the terms of the Reset Agreement, the Company offered
to these investors the opportunity to exchange all of the Common
Stock Purchase Warrants (Warrants) acquired by them under the
$0.10 PP to a new warrant with terms equal to a new unit private
placement (the New PP) as consideration for their participation
in the New PP. The terms of the exchange of the Warrants under
the $0.10 PP into the terms of the New PP are as follows:

Change the exercise term of the Warrants from the date of each
investors investment in the $0.10 PP to three years;

Reduce the exercise price of the Warrants from $0.20 to $0.15;
and

Add an additional warrant for one share of common stock with the
foregoing terms.

The effect of the Reset Agreement affected 600,000 Warrants from
the $0.10 PP and caused the Company to issue an additional
600,000 Warrants at an exercise price of $0.15.

The foregoing descriptions of the Reset Agreement and the new
Warrants do not purport to be complete and are qualified in their
entireties by reference to the full text of the Reset Agreement
and form of Warrant, which are filed as Exhibit 10.2 and Exhibit
10.3, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.

The terms of the Companys New PP were a at $0.10 per Unit, with
each Unit comprised of one share of common stock of the Company
and two non-transferable share purchase warrants (the New PP
Warrants). Each New PP Warrant will entitle the holder thereof to
acquire one share of the Companys common stock at an exercise
price of $0.15 per share, with an expiration of three years
following the purchase of the Unit.

These securities were not registered under the Securities Act of
1933, as amended (the “Securities Act”), but qualified for
exemption under Section 4(a)(2) of the Securities Act and
Regulation S promulgated thereunder. The securities were exempt
from registration under Section 4(a)(2) of the Securities Act and
Regulation S because the issuance of such securities by the
Company did not involve a “public offering,” as defined in
Section 4(a)(2) of the Securities Act, the Investors
representations that it is not a U.S. Person as that term is
defined in Rule 902(k) of Regulation S, and that it is acquiring
the securities for its own account for investment purposes and
not as nominee or agent, and not with a view to the resale or
distribution thereof, and that the Investor understands that the
securities may not be sold or otherwise disposed of without
registration under the Securities Act and any applicable state
securities laws, or an applicable exemption therefrom.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

About GROGENESIS, INC. (OTCMKTS:GROG)

GroGenesis, Inc. operates in the agricultural and environmental sectors through its ownership, manufacture and sale of a natural blend of plant extracts that is used as a liquid plant growth enhancer, known as AgraBurst crop surfactant formula SURF0107 (AgraBurst). The Company’s product, AgraBurst PRO, is a non-genetically modified organisms (GMO) agricultural input. The spray droplets spread across the leaf surface thereby increasing the coverage area and plant exposure, resulting in the spray droplets sticking to the leaf surface where absorption is maximized instead of running off the leaf surface. Its product provides a solution to maximizing fertilizer, insect and fungus control inputs for a market of crops, including coffee plants, sugar cane, bananas, wheat, corn, tobacco, fruit trees, vineyards, leafy vegetables, potatoes, sorghum and ornamentals. Its organic product, AgraBlast, is a liquid broad-spectrum algaecide, fungicide, bactericide and general sanitation product.

GROGENESIS, INC. (OTCMKTS:GROG) Recent Trading Information

GROGENESIS, INC. (OTCMKTS:GROG) closed its last trading session 00.000 at 0.140 with 198 shares trading hands.