Mr. Neil Wiens reports

REPLENISH NUTRIENTS COMPLETES OVERSUBSCRIBED PRIVATE PLACEMENT FINANCING

Replenish Nutrients Holding Corp. has closed the third and final tranche of its previously announced non-brokered private placement of units of the company, including the debt settlement (as defined below), for aggregate gross proceeds of approximately $4.8-million.

In connection with the offering, the company issued, in aggregate, 40,850,112 units at a price of cents 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 in connection with the settlement of approximately $1,348,000 in aggregate indebtedness owing by the company to the creditors.

Pursuant to the offering, each unit consists of one common share of the company and one common share purchase warrant of the company, each whole warrant entitling the holder to purchase one common share at an exercise price of 18 cents 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 finders' fees and issued, in aggregate, 48,020 finders' warrants, entitling the holder thereof to purchase one common share at a price of 18 cents for a period of 24 months following the issue date.

Chief executive officer 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), 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 per cent 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 12 cents per unit, including: (i) 17.55 ,million units issued to Sorbie Bornholm LP in connection with a strategic investment, where 16.25 million common shares are held pursuant to a sharing agreement between Replenish and Sorbie. 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 percentage difference between the benchmark price of 17.30 cents and a 20-day volume-weighted average price 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. 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 $1.95-million 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 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.

About Replenish Nutrients Holding Corp.

Replenish Nutrients manufactures and sells proprietary fertilizer products containing essential macro and micronutrients and biological material while using a proprietary zero-waste manufacturing process.

We seek Safe Harbor.