Replenish Nutrients Upsizes Private Placement Financing, Announces Closing of First Tranche, and Provides Update on Strategic Investment

Executive Summary

• Replenish Nutrients upsized its non‑brokered private placement to a maximum of $4.2 million and closed the first tranche for approximately $919,000 in cash plus settlement of $125,000 debt.
• The offering consists of 8,701,539 Units at $0.12 per Unit, each Unit containing one common share and one warrant (exercise price $0.18, two‑year term).
• Net proceeds will fund working capital for licensing agreements with MJ Ag Solutions and Farmers Union Enterprises, support the Beiseker project, and cover general corporate, marketing, and investor‑relations expenses.

Key Details

• Upsized Offering Size: Increased from $3 M to a maximum of $4.2 M (including debt settlement).
• First Tranche Cash Proceeds: ~$919,000 received on closing.
• Debt Settlement in First Tranche: Approximately $125,000 paid to trade creditors.
• Units Issued – First Tranche: 8,701,539 Units at $0.12 per Unit.
• Unit Composition: 1 common share + 1 common‑share purchase warrant (exercise price $0.18, exercisable for two years).
• Finder’s Fees & Warrants: $31,128 paid in finder fees; 120,400 finder warrants issued (same terms as unit warrants).
• Use of Proceeds:
• Working capital for licensing deals with MJ Ag Solutions and Farmers Union Enterprises.
• Funding for the Beiseker project.
• General corporate purposes, including strategic marketing and investor‑relations activities.
• Second Tranche Outlook: Expected closing ~March 11, 2026, intended to settle additional director/trade creditor debts via unit issuances.
• Insider Participation: Directors/officers may subscribe for Units; related‑party transaction exemptions being relied upon under MI 61‑101.
• Statutory Hold Period: All securities subject to a four‑month and one‑day hold period.
• Strategic Investment Update: Ongoing regulatory and CSE approvals for the previously announced $1,950,000 investment from Sorbie Bornholm LP.

Notable Quotes

“We are very pleased with the strong level of interest in this financing and the continued support from both new and existing investors… This support provides important momentum as we advance our licensing initiatives and scale production.” – Neil Wiens, CEO