Mr. Neil Wiens, a principal, reports
EARLY WARNING PRESS RELEASE
Neil Wiens (the principal), together with 2143596 Alberta Ltd. and the Neil Wiens Family Trust, has filed an early warning report in respect of common shares of Replenish Nutrients Holding Corp.
Effective Oct. 28, 2026, 214, a corporation controlled by the principal, entered into share transfer agreements pursuant to which 214 transferred an aggregate of 532,868 common shares of the company to certain persons in satisfaction of certain consulting services provided by such persons to 214 relating to 214's hay farming operations. The common shares were transferred at a deemed price of 27 cents per common share, representing aggregate consideration of $143,874.36. Each consultant is an existing shareholder of the company. The transaction occurred by way of private transfer and not through any stock exchange or other marketplace.
Immediately prior to the transaction, the principal beneficially owned, or exercised control or direction over, 16,301,819 common shares (consisting of 10,524,962 common shares held by 214 and 5,776,857 common shares held by the trust) and 1,730,214 stock options, representing approximately 6.38 per cent of the outstanding common shares on a non-diluted basis and 7.01 per cent of the outstanding common shares on a partially diluted basis, based on there being 255,597,843 common shares issued and outstanding as of the date of this press release.
Following completion of the transaction, the principal beneficially owns, or exercises control or direction over, 15,768,951 common shares (consisting of 9,992,094 common shares held by 214 and 5,776,857 common shares held by the trust) and 1,730,214 stock options, representing approximately 6.17 per cent of the outstanding common shares on a non-diluted basis and 6.80 per cent of the outstanding common shares on a partially diluted basis, based on there being 255,597,843 common shares issued and outstanding as of the date of this press release.
An original early warning report was filed on May 12, 2021. Since that filing, the company's issued and outstanding share capital has increased, and the principal's ownership interest has decreased below the 10-per-cent threshold. The principal will no longer file early warning reports in respect of his ownership of common shares unless and until such time as the principal's aggregate shareholdings exceed 10 per cent of the issued and outstanding common shares on an undiluted or partially diluted basis.
The transaction did not result in the principal ceasing to have beneficial ownership of, or control or direction over, 10 per cent or more of the issued and outstanding common shares. Rather, prior to the transaction, the principal's ownership interest had already been diluted below the 10-per-cent reporting threshold. Accordingly, this disclosure is being made to report the transaction and to confirm that the principal's ownership interest is currently below 10 per cent on both a non-diluted and partially diluted basis.
The securities are held for investment purposes. Aside from exercising any common share purchase options held by the principal from time to time, the principal, 214 and the trust currently have no plans to acquire or to dispose of additional common shares and have no current plans or intentions relating to any of the matters described in Item 5 of National Instrument 62-103F1 (Required Disclosure under the Early Warning Requirements). However, depending on market conditions, general economic and industry conditions, the company's business and financial condition and/or other relevant factors, the principal, 214 and/or the trust may from time to time increase or decrease their beneficial ownership of, or control or direction over, securities of the company through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise.
A copy of the early warning report filed in connection with this matter is available under the company's profile on SEDAR+.
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