An anonymous director reports

REPLENISH NUTRIENTS CLOSES $7.5 MILLION EQUITY INVESTMENT FROM SRC AGROMINERALS

Replenish Nutrients Holding Corp. has closed the $7.5-million equity investment portion of its previously announced $15-million strategic investment from SRC Agrominerals Sales Inc. The $7.5-million convertible debenture investment is expected to close on or about Aug. 14, 2026.

Strategic investment

As a result of the equity investment, SRC has taken an initial 19.9-per-cent interest (non-diluted) in Replenish. Net proceeds from the equity investment will be used to finance 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. 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 chief executive officer 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 adviser 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, work force 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 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 million common shares (which represents approximately 19.89 per cent of the company's issued and outstanding common shares) and 25 million 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 million common shares, representing 29.84 per cent 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 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.

To obtain a copy of the early warning report, please contact Tim Close, chief executive officer of SRC, at 1-705-923-7725 or at 1639 Lasalle Blvd., suite 316, Sudbury, Ont., P3A 1Z8, Canada.

About Replenish Nutrients Holding Corp.

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

We seek Safe Harbor.