Replenish Nutrients Closes Second Tranche of Private Placement Financing and Completes $1.95 Million Strategic Investment

Executive Summary

• Replenish Nutrients Holding Corp. closed the second tranche of its non‑brokered private placement, raising approximately $2.19 million in gross proceeds.
• Proceeds will fund working capital for scaling production at the Beiseker manufacturing facility and advance licensing partnerships with MJ Ag Solutions and Farmers Union Enterprises.
• The transaction issued 21,397,646 Units at $0.12 per Unit, including a strategic investment of $1.95 million from Sorbie Bornholm LP and debt settlement for $226,667 owed to creditors.

Key Details

• Units Issued: 21,397,646 total
• 17,550,000 Units to Sorbie Bornholm LP (strategic investor) – includes 16,250,000 common shares held under a sharing agreement.
• 1,888,889 Units to directors and trade creditors for debt settlement of $226,667.
• Pricing: $0.12 per Unit.
• Warrant Terms: Each Unit contains one common share and one warrant; warrants exercisable at $0.18 per share for 24 months from issue date.
• Strategic Investment Mechanics:
• Sorbie deposited $1,950,000 into escrow.
• Company will receive monthly payments of $81,250 over 24 months, adjusted by the difference between a benchmark price ($0.1730) and the 20‑day VWAP in each settlement month (no upper cash limit).
• Debt Settlement: Settlement of approximately $226,667 indebtedness to creditors; related insiders received 1,125,000 Units subject to statutory hold periods.
• Finder’s Fees & Warrants: $12,603 paid in finder’s fees; issuance of 720,020 finder’s warrants (exercise price $0.18, 24‑month term).
• Use of Proceeds:
• Working capital for scaling production at the Beiseker facility (targeting ~2,000 mt/month).
• Funding licensing agreements with MJ Ag Solutions (~10 M acres) and Farmers Union Enterprises (~100 M acres).
• General corporate purposes including strategic marketing and investor relations.
• Regulatory Approvals: CSE approved the Strategic Investment on March 4 2026; securities subject to a four‑month plus one‑day statutory hold period.
• Future Tranche: Anticipated closing of third (final) tranche by or before March 18 2026, subject to customary conditions and CSE approval.

Notable Quotes

• Neil Wiens, CEO: “The capital raised strengthens our working capital position as we scale production at our Beiseker facility and advance our licensing partnerships… Thank you to new and existing investors for their strong support.”
• Whitney Kofford, Managing Director, Sorbie Bornholm: “Replenish continues to demonstrate progress executing its growth strategy… well positioned to expand presence across major agricultural markets.”