Replenish Nutrients Completes Oversubscribed Private Placement Financing

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

OKOTOKS, AB, March 31, 2026 /CNW/ - Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company"), a leader in regenerative agriculture solutions, is pleased to announce that it has closed the third and final tranche of its previously announced non-brokered private placement of units of the Company ("Units"), including the Debt Settlement (as defined below) for aggregate gross proceeds of approximately $4.8 million (the "Offering").

In connection with the Offering, the Company issued, in aggregate, 40,850,112 Units at a price of $0.12 per Unit, including (i) 7,658,332 Units under the first tranche for aggregate gross proceeds of approximately $919,000; (ii) 18,208,757 Units under the second tranche for aggregate gross proceeds of approximately $2,185,050; and (iii) 3,745,667 Units under the third tranche for aggregate gross proceeds of approximately $449,480. Under the Offering, Replenish issued an aggregate of 11,237,356 Units to certain directors and trade creditors (the "Creditors") in connection with the settlement of approximately $1,348,000 in aggregate indebtedness owing by the Company to the Creditors (the "Debt Settlement").

Pursuant to the Offering, each Unit consists of one common share of the Company ("Common Share") and one Common Share purchase warrant of the Company ("Warrant"), each whole Warrant entitling the holder to purchase one Common Share at an exercise price of $0.18 per Common Share for a period of two years following the issue date.

All of the securities issued under the Offering are subject to a four-month and one-day statutory hold period. In connection with the third tranche of the Offering, the Company paid an aggregate of $13,444 in finder's fees and issued, in aggregate, 48,020 finder's warrants, entitling the holder thereof to purchase one Common Share at a price of $0.18 for a period of 24 months following the issue date.

CEO Commentary

Neil Wiens, Chief Executive Officer of Replenish, commented:

"We are pleased to complete this financing and appreciate the continued support from both new and existing investors. This capital strengthens our working capital position as we continue scaling production at our Beiseker facility and advancing our licensing partnerships with MJ Ag and Farmers Union.

With Beiseker moving toward steady-state operations and our partners progressing toward initial commissioning, we believe Replenish is well positioned to execute on the next phase of growth in 2026. Our focus remains on increasing production volumes, supporting our licensing partners, and expanding adoption of our regenerative fertilizer platform across key agricultural markets."

Insider Participation

The issuance of 200,000 Units, in aggregate, to an insider of the Company under the third tranche of the Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring Replenish, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval of the related party transactions. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company relied on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as in addition to the Company's Common Shares not being listed on a specified market, neither the fair market value of the Units nor the consideration for such Units, insofar as it involves the insider, exceeds 25 percent of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

Strategic Investment

In connection with the second tranche of the Offering, the Company issued, in aggregate, 21,397,646 Units at a price of $0.12 per Unit, including (i) 17,550,000 Units issued to Sorbie Bornholm LP ("Sorbie") in connection with a strategic investment (the "Strategic Investment"), where 16,250,000 Common Shares are held pursuant to a sharing agreement between Replenish and Sorbie (the "Sharing Agreement"). The Sharing Agreement provides the Company with a payment of $81,250 per month over 24 months, beginning five months following the closing of the Offering, multiplied by the percent difference between the benchmark price of $0.1730 (the "Benchmark Price") and a 20-day volume-weighted average price (VWAP) in the month of 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 (such adjusted amount, the "Equity Amount"). There is no upper limit to the amount of cash that the Company 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 $1,950,000 subscription from Sorbie if the monthly 20-day VWAP share price stays below the Benchmark Price each month.

Each month, Sorbie will calculate a per Common Share amount (the "Effective Discounted Price") for such month equal to the Equity Amount for such month divided by 677,084.  If for any month, the Effective Discounted Price results in a discount to the market price which exceeds the Maximum Permitted Discount (as defined in the policies of the Canadian Securities Exchange) then the Equity Amount shall be increased by such amount that results in the applicable discount being equal to the Maximum Permitted Discount.

The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

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]
49 Wellington Street East, Suite 500
Toronto, ON M5E 1C9
Phone: [phone]

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 use of the cash proceeds of the Offering; the Strategic Investment, VWAP, or Effective Discounted Price; the Company's business plans and operations; and future growth initiatives of the Company. 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.

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.