Mr. Matthew Greenberg reports

REPLENISH NUTRIENTS CLOSES $7.5 MILLION CONVERTIBLE DEBENTURE INVESTMENT FROM SRC AGROMINERALS

Replenish Nutrients Holding Corp. has closed the $7.5-million convertible debenture investment from SRC Agrominerals Sales Inc., completing the $15-million strategic investment from SRC, as previously announced on July 20 and July 23, 2026. Proceeds from the debenture investment will be used to finance the expansion of the Beiseker facility, working capital, inventory purchases, debt repayment and general corporate purposes.

Early warning report

Following closing of the debenture investment, SRC beneficially owns and controls 50 million common shares (which represent approximately 19.86 per cent of the company's issued and outstanding common shares), 25 million unlisted common share purchase warrants and a convertible debenture in the aggregate principal amount of $7.5-million. 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 and conversion of the convertible debenture, SRC would have control and direction over 108,333,333 common shares, representing 34.93 per cent of the outstanding common shares on a partially diluted basis. SRC may not convert any portion of the convertible debenture or exercise any unlisted warrants if such conversion or exercise would result in SRC, together with any person or company acting jointly with SRC, owning 20 per cent or more of the total issued and outstanding securities of Replenish, unless Replenish has obtained the necessary shareholder approval in accordance with the applicable policies of the Canadian Securities Exchange. 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 micronutrients and biological material while using a proprietary zero-waste manufacturing process.

We seek Safe Harbor.