Replenish Nutrients Announces $3 Million Private Placement, including $1.95 Million Strategic Investment

Executive Summary

• Replenish Nutrients Holding Corp. announced a non‑brokered private placement of up to $3 million in units priced at $0.12 per unit.
• The offering includes a strategic investment of $1.95 million from Sorbie Bornholm LP, structured via a 24‑month sharing agreement that can deliver cash payments exceeding the initial subscription based on share price performance.
• Net proceeds will fund working capital for existing licensing deals with MJ Ag Solutions and Farmers Union Enterprises, support expansion at the Beiseker manufacturing facility, and cover general corporate purposes (marketing, investor relations).

Key Details

• Units Structure: 1 common share + 1 warrant per unit; warrants allow purchase of one additional common share at $0.18 for 24 months after issuance.
• Pricing & Size: Up to $3 million total proceeds at $0.12 per unit.
• Closing Expectation: On or about February 2, 2026, subject to regulatory approvals and a four‑month hold period on units.
• Insider Participation: Certain directors/officers intend to subscribe; related‑party transaction exemptions will be relied upon (no single insider’s consideration exceeds 25% of market cap).
• Strategic Investor – Sorbie Bornholm LP:
• Subscription amount: $1.95 million.
• Payment mechanism: Fixed base payment of $81,250 per month for 24 months, adjusted monthly by the difference between a benchmark price ($0.1730) and the 20‑day VWAP.
• No cap on total cash received; downside risk limited to reduced payments if VWAP stays below benchmark (no additional unit issuances).
• Use of Proceeds:
• Working capital for licensing agreements with MJ Ag Solutions and Farmers Union Enterprises.
• Funding for expansion at the Beiseker manufacturing site.
• General corporate purposes, including strategic marketing and investor‑relations activities.
• Quotes:
• Neil Wiens (CEO): Highlights confidence in regenerative fertilizer technology and growth‑linked financing model.
• Whitney Kofford (Managing Director, Sorbie): Emphasizes alignment with long‑term growth strategy and the innovative sharing agreement.

Notable Quotes

“This investment from Sorbie is a strong vote of confidence in both our regenerative fertilizer technology and our long‑term growth strategy,” – Neil Wiens, CEO, Replenish Nutrients.

“Replenish represents the type of growth‑oriented, execution‑focused company that aligns well with our long‑term investment approach,” – Whitney Kofford, Managing Director, Sorbie Bornholm LP.