Replenish Nutrients arranges $3-million financing

Executive Summary

• Replenish Nutrients Holding Corp. announced a non-brokered private placement of up to $3 million in units to accelerate growth in its regenerative fertilizer business.
• The company secured a $1.95 million strategic investment from institutional investor Sorbie Bornholm LP, structured via a unique "sharing agreement" that ties final proceeds to the company's stock performance over 24 months.
• Net proceeds will be used to finance working capital for previously announced licensing deals with MJ Ag Solutions and Farmers Union Enterprises, support operations at the Beiseker manufacturing facility, and cover general corporate purposes.

Key Details

• Financing Structure: Non-brokered private placement of units at a price of 12 cents per unit.
• Total Proceeds: Up to $3 million.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the purchase of one common share at an exercise price of 18 cents per share for a period of 24 months following the issue date.
• Strategic Investment: Sorbie Bornholm LP committed $1.95 million.
• Sharing Agreement Terms:
  • The investment is held pursuant to a sharing agreement.
  • Base payment: $81,250 per month for 24 months, beginning four months after closing.
  • Adjustment: Payments are adjusted by the percentage difference between a benchmark price of 17.30 cents and the 20-day volume weighted average price (VWAP) at the end of each month.
  • Upside: If the 20-day VWAP exceeds 17.30 cents, the difference is added to the monthly payment (no upper limit).
  • Downside: If the 20-day VWAP is below 17.30 cents, the difference is subtracted from the monthly payment; however, the number of units issued to Sorbie will not increase.
  • Potential Outcome: The company may receive more than $1.95 million if the stock performs well, or less if the stock remains below the benchmark.
• Use of Proceeds:
  • Working capital for licensing deals with MJ Ag Solutions (MJ Ag) and Farmers Union Enterprises (FUE).
  • Working capital for the Beiseker facility.
  • General corporate purposes, including strategic marketing and investor relations.
• Closing Conditions: Expected on or about Feb. 2, 2026, subject to regulatory approvals, including the Canadian Securities Exchange.
• Hold Period: Units are subject to a hold period of four months and one day following the date of issue.
• Insider Participation: Directors and officers expect to subscribe to the offering. The company intends to rely on exemptions from Multilateral Instrument 61-101 minority shareholder approval requirements, as the fair market value of securities issued to insiders will not exceed 25% of the company's market capitalization.

Notable Quotes

• "This investment from Sorbie is a strong vote of confidence in both our regenerative fertilizer technology and our long-term growth strategy... Sorbie's innovative, growth-linked capital model is highly aligned with our focus on disciplined execution." — Neil Wiens, CEO, Replenish Nutrients Holding Corp.
• "Replenish represents the type of growth-oriented, execution-focused company that aligns well with our long-term investment approach... Our decision to invest reflects our confidence in management's ability to execute and our shared belief that long-term company growth should be directly rewarded." — Whitney Kofford, Managing Director, Sorbie Bornholm LP.