Replenish Nutrients Announces $3 Million Private Placement, including $1.95 Million Strategic Investment

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/

OKOTOKS, AB, Jan. 19, 2026 /CNW/ - Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company"), is pleased to announce a non-brokered private placement of up to $3 million to accelerate growth in its regenerative fertilizer business.

Private Placement

The Company intends to complete a non-brokered private placement of units of the Company ("Units") to qualified existing and new investors at a price of $0.12 per Unit for aggregate proceeds of up to $3 million (the "Offering"). Each unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant of the Company ("Warrant"), with each Warrant entitling the holder to purchase one Common Share at an exercise price of $0.18 per Common Share for a period of 24 months following the issue date. 

Closing of the Offering is expected to occur on or about February 2, 2026. In accordance with applicable securities laws, all Units issued under the Offering will be subject to a hold period expiring four months and one day following the date of issue of the Units. Closing of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals including the approval of the Canadian Securities Exchange.

Certain directors and officers of the Company have advised that they expect to subscribe for Units in the Offering. Insider participation in the Offering would be considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Company expects to rely on certain exemptions from the requirement under MI 61-101 to obtain minority shareholder approval for the insider portions of the Offering as neither the fair market value of any securities issued to, or the consideration paid by such persons, will exceed 25% of the Company's market capitalization.

The net cash proceeds from the Offering will be used to fund the working capital requirements for the Company's previously announced licensing deals with MJ Ag Solutions (MJ Ag) and Farmers Union Enterprises (FUE), working capital requirements for Beiseker and general corporate purposes including strategic marketing and investor relations engagement.

Strategic Institutional Investor Support

As part of the Offering, Replenish is pleased to announce that it has secured a $1.95 million strategic investment from Sorbie Bornholm LP ("Sorbie"), an institutional investor. The Units underlying the investment will be held pursuant to a sharing agreement (the "Sharing Agreement"). The Sharing Agreement provides the Company with a payment of $81,250 per month over 24 months, beginning four months following the closing of the Offering, multiplied by the percent difference between the benchmark price of $0.1730 (the "Benchmark Price") and the 20-day volume weighted average price (VWAP) at the end of each month prior to settlement. Where the 20-day VWAP is greater than the Benchmark Price, the difference will be added to the $81,250 payment for the applicable month and where the 20-day VWAP is less than the Benchmark Price, the difference will be subtracted from the $81,250 payment for the applicable month. There is no upper limit to the amount of cash that Replenish may receive and in no event will a decline in the 20-day VWAP result in an increase in the number of Units being issued to Sorbie. However, the Company may also receive less than the full amount of the $1.95 million subscription from Sorbie if the monthly 20-day VWAP share price stays below the Benchmark Price each month.

This unique financing structure is well suited to Replenish's growth story and provides steady growth capital, fixed share dilution, and the potential to receive more than the $1.95 million over the 24 month term of the Sharing Agreement.

Accelerating Growth by Expanding Replenish's Regenerative Fertilizer Footprint

This funding underscores another successful milestone that will contribute to the expansion of Replenish's regenerative fertilizer distribution footprint in Western Canada and the U.S. Mid-West through the Company's owned manufacturing facility at Beiseker as well as through the previously announced capital-light, licensing deals reached with MJ Ag and FUE.

"This investment from Sorbie is a strong vote of confidence in both our regenerative fertilizer technology and our long-term growth strategy," said Neil Wiens, Chief Executive Officer of Replenish. "Sorbie's innovative, growth-linked capital model is highly aligned with our focus on disciplined execution--scaling production at Beiseker and expanding distribution through capital-light licensing partnerships. We believe regenerative inputs will play an increasingly important role in modern agriculture, and this financing allows us to pursue that opportunity while remaining focused on delivering sustainable value to shareholders."

"Replenish represents the type of growth-oriented, execution-focused company that aligns well with our long-term investment approach," said Whitney Kofford, Managing Director of Sorbie. "We believe Replenish's regenerative fertilizer platform addresses a real and growing need in agriculture, supported by proprietary processes, existing production infrastructure, and a scalable licensing strategy. Our decision to invest reflects our confidence in management's ability to execute and our shared belief that long-term company growth should be directly rewarded."

About Sorbie Bornholm (https://sorbiebornholm.com/)

Sorbie Bornholm LP is a global investment firm that provides funding for ongoing business objectives to listed micro, small and mid-cap growth companies. We focus on public equity investments in companies that are looking to expand and on management teams with a clear growth strategy. Our extensive experience allows us to invest in most industries in order to provide supportive, longer term capital that rewards company growth.

Since 2000, Sorbie Bornholm LP founder Greg Kofford has perfected the "Sorbie-Strategy", utilizing a sharing agreement that supports management and rewards growth. This unique approach has now been used in over 50 investments – with many of those resulting in the companies receiving more cash than the original offering proceeds, without having to issue any additional shares.

Sorbie Bornholm's core values drive who we are and how we invest. We are committed to developing long-term relationships with select listed public companies and their brokers & advisers. We focus on providing supportive, longer term capital that rewards growth. We invest to make a difference, to become a valued partner and to be a shareholder of choice. It's important to us that we succeed together.

About Replenish Nutrients

Replenish Nutrients (CSE: ERTH) (OTC: VVIVF) manufactures and sells proprietary fertilizer products containing essential macro and micro nutrients and biological material while using a proprietary zero-waste manufacturing process. To learn more about Replenish visit our website at www.replenishnutrients.com.

Cautionary Note Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the size of the Offering; the use of the net proceeds of the Offering; the timing and completion of the Offering; the level of insider participation in the Offering; and the receipt of regulatory, stock exchange and other required approvals in connection with the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "may", "would", "should", "could", "plans", "expects", "budget", "schedule", "estimates", "forecasts", "intends", "anticipates", "believes", and similar expressions, including variations thereof and negative forms. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; regulatory risks; other risks of the energy and fertilizer industries and other risk factors disclosed in our public disclosure which can be found under our profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that these risk factors should not be construed as exhaustive. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Replenish Nutrients Holding Corp.

For additional information, please contact: Replenish Nutrients Investor Relations, Email: [email protected]