Replenish closes final tranche of private placement

Executive Summary

• Replenish Nutrients Holding Corp. has closed the third and final tranche of its non-brokered private placement, bringing total aggregate gross proceeds to approximately $4.8 million.
• The company issued a total of 40,850,112 units at a price of 12 cents per unit, with proceeds allocated to strengthen working capital, scale production at the Beiseker facility, and advance licensing partnerships.
• The financing includes significant debt settlement with trade creditors and directors, as well as a complex strategic investment arrangement with Sorbie Bornholm LP involving monthly payments tied to share price performance.

Key Details

• Total Gross Proceeds: Approximately $4.8 million.
• Total Units Issued: 40,850,112 units at 12 cents per unit.
• Tranche Breakdown:
  • First Tranche: 7,658,332 units for ~$919,000.
  • Second Tranche: 18,208,757 units for ~$2,185,050.
  • Third Tranche: 3,745,667 units for ~$449,480.
• Debt Settlement: 11,237,356 units issued to directors and trade creditors to settle approximately $1,348,000 in aggregate indebtedness.
• Warrant Terms: Each unit consists of one common share and one common share purchase warrant. Each warrant allows the purchase of one common share at an exercise price of 18 cents for a period of two years.
• Hold Period: All securities are subject to a four-month-and-one-day statutory hold period.
• Finders' Fees: $13,444 paid in the third tranche, plus 48,020 finders' warrants (exercise price 18 cents, 24-month term).
• Strategic Investment (Sorbie Bornholm LP):
  • 21,397,646 units issued in the second tranche, including 17.55 million units where 16.25 million shares are held under a sharing agreement.
  • Payment Structure: Replenish receives $81,250 per month for 24 months, starting five months post-closing.
  • Adjustment Mechanism: Payments are adjusted by the percentage difference between a benchmark price of 17.30 cents and the 20-day volume-weighted average price (VWAP). If VWAP > benchmark, the difference is added; if VWAP < benchmark, the difference is subtracted.
  • Risk: No upper limit on cash received; however, if the 20-day VWAP remains below the benchmark, Replenish may receive less than the full $1.95 million subscription from Sorbie.
  • Discount Protection: If the effective discounted price results in a discount exceeding CSE policy limits, the equity amount is increased to maintain the maximum permitted discount.
• Insider Participation: 200,000 units issued to an insider via debt settlement. The company relied on exemptions from formal valuation and minority shareholder approval under Multilateral Instrument 61-101, as the transaction value did not exceed 25% of market capitalization and shares are not listed on a specified market.

Notable Quotes

• "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." — Neil Wiens, CEO
• "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." — Neil Wiens, CEO