Replenish Nutrients Closes $7.5 Million Equity Investment from SRC Agrominerals

OKOTOKS, AB, July 23, 2026 /CNW/ -- Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company") is pleased to announce that it has closed the $7.5 million equity investment (the "Equity Investment") portion of its previously announced $15 million strategic investment from SRC Agrominerals Sales Inc. ("SRC"). The $7.5 million convertible debenture investment (the "Debenture Investment") is expected to close on or about August 14, 2026.

Strategic Investment

As a result of the Equity Investment, SRC has taken an initial 19.9% interest (non-diluted) in Replenish. Net proceeds from the Equity Investment will be used to fund the Beiseker Pelletization Expansion, working capital, inventory purchases, debt repayment, and general corporate purposes. All securities issued are subject to a statutory hold period of four months plus one day from the date of issuance.

Investor Rights and Board Appointments

Concurrent with the closing of the Equity Investment, the Company has entered into an investor rights agreement with SRC (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, SRC has the right to nominate one director to Replenish's board (increasing to two directors following closing of the Debenture Investment) and has been granted participation rights to maintain its pro-rata ownership.

In connection with the Equity Investment, SRC's Chief Executive Officer, Tim Close, will be appointed to the board of directors of Replenish. Mr. Close brings significant leadership and expertise across capital markets, corporate strategy, operational execution and commercial governance. Mr. Close previously served as CEO of Ag Growth International ("AGI"), a large, publicly traded global leader in storage, handling and blending equipment for the fertilizer, seed, grain and food-processing sectors. During his 10-year tenure, Mr. Close led AGI's transformation from a regional provider of grain-handling equipment into a global leader in food infrastructure, with revenue growing fivefold during that span. He built and led a high-performing team, strengthened operational execution and advanced the company's global growth strategy, including overseeing the deployment of more than $700 million of capital across 19 strategic transactions.

Dr. David Morris, Director of SRC, will also join the Replenish board as an advisor and will be put forward as a director at Replenish's next annual shareholder meeting. Dr. Morris is the founder and former Chairman of Morris Group Canada Inc., which provided innovative solutions for the construction and resource sectors across Canada and South America, including modular construction, workforce housing, site services, labour management, and safety training. Dr. Morris brings deep operational expertise at a time when Replenish is moving into significant operational and commercial expansion.

Supply Agreement

Replenish has entered into a 10-year supply agreement with SRC (the "Supply Agreement") for the supply and delivery of carbonatite, a calcium, phosphorus, trace-mineral and microbial-rich resource used for its soil-enhancing properties. Carbonatite is a carbonate-rich igneous rock formed from volcanic activity. The Spanish River deposit is distinguished by high concentrations of loosely bonded calcium, phosphorus, potassium, and magnesium, along with trace rare earth elements, and notably without radioactive or toxic heavy metals found in many other carbonatite deposits.

Early Warning Report

Following closing of the Equity Investment, SRC beneficially owns and controls 50,000,000 common shares (which represents approximately 19.89% of the Company's issued and outstanding common shares) and 25,000,000 unlisted common share purchase warrants of Replenish. Such securities may be registered in the name of SRC's parent company as nominee holder; however, SRC will retain beneficial ownership of and control and direction over the securities. Assuming full exercise of the unlisted warrants, SRC would have control and direction over 75,000,000 common shares, representing 29.84% of the outstanding common shares on a partially diluted basis. SRC acquired the securities for investment purposes. At this time, SRC has no current intention to acquire additional securities of Replenish, dispose of any securities of Replenish, or undertake any of the actions described in clauses (a) through (k) of Item 5 of Form 62-103F1. However, depending on market conditions, general economic and industry conditions, Replenish's business and financial condition and prospects, and other relevant factors, SRC may from time to time increase or decrease its ownership, control or direction over securities of Replenish through market transactions, private agreements, treasury issuances, the exercise of convertible securities, or otherwise. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, SRC will be filing an early warning report respecting the acquisition of securities, containing additional information omitted from this news release, under Replenish's SEDAR+ profile at www.sedarplus.ca.

To obtain a copy of the early warning report, please contact Tim Close, Chief Executive Officer of SRC, at [phone] or at 1639 Lasalle Boulevard, Suite 316, Sudbury, Ontario P3A 1Z8, Canada.

About SRC Agrominerals

SRC is a privately-owned Canadian company and the owner of Spanish River Carbonatite reserves -- a mineral deposit located outside of Sudbury, Ontario. SRC has spent 15 years commercializing the deposit, with its flagship product -- Spanish River Carbonatite -- now OMRI and ProCert-listed for organic use and applied across hundreds of thousands of acres in row crops, vegetables, fruit, vineyards, landscaping, and environmental remediation.

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.

For additional information, please contact:

Replenish Nutrients Investor Relations
Email: [email protected]

Sophic Capital
Sean Peasgood
Email: [email protected]

Cautionary Note Regarding Forward-Looking Information

This press release includes certain forward-looking statements as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", and "intend", and similar words referring to future events and results. Forward-looking statements in this news release include, but are not limited to, statements regarding the expected closing of the Debenture Investment on or about August 14, 2026, the anticipated use of proceeds from the Strategic Investment, and the completion of the Beiseker Pelletization Expansion. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including that the Debenture Investment may not close on the anticipated timing or at all, as described in more detail in the Company's securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements, and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

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.