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Replenish Nutrients Announces Settlement from Sorbie Sharing Agreement

2026-10-19 20:42 ET - News Release

Replenish Nutrients Announces Settlement from Sorbie Sharing Agreement

Canada NewsWire

OKOTOKS, AB, Oct. 19, 2026 /CNW/ -- Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company") is pleased to provide details of the third monthly settlement from its $1,950,000 financing (the "Financing") with Sorbie Bornholm LP ("Sorbie"), previously announced on March 9, 2026, pursuant to a sharing agreement dated March 6, 2026 between Replenish and Sorbie (the "Sharing Agreement").

Replenish Nutrients Logo

The Sharing Agreement provides that the Company will receive the proceeds from the Financing through 24 consecutive monthly payments (each a "Settlement"), beginning in August 2026, based on a notional monthly payment of $81,250 adjusted by the percent difference between the benchmark price of $0.1730 (the "Benchmark Price") and a 20-day volume-weighted average price ("VWAP") of the common shares ("Common Shares") on the Canadian Securities Exchange ("CSE") ending in the month of settlement. In connection with each monthly Settlement, 677,084 Common Shares (677,068 for the final Settlement) will be released from a contractual hold period. Where the 20-day VWAP is greater than the Benchmark Price, the percent difference will result in a proportional increase to the $81,250 payment for the applicable month, and where the 20-day VWAP is less than the Benchmark Price, the percent difference will result in a proportional decrease to the $81,250 payment for the applicable month (such adjusted amount, the "Equity Amount"). There is no upper limit to the amount of cash that the Company may receive. However, the Company may receive less than the full amount of the $1,950,000 subscription from Sorbie if the monthly 20-day VWAP share price is below the Benchmark Price at the relevant times during the 24-month period. Further, in no event will a decline in the 20-day VWAP result in an increase in the number of Common Shares being issued to Sorbie.

Each month, Sorbie will calculate a price per Common Share (the "Effective Discounted Price") for such month equal to the Equity Amount for such month divided by the 677,084 Common Shares released from contractual hold for that month. If, for any month, the Effective Discounted Price results in a discount to the market price which exceeds the Maximum Permitted Discount (as defined in the policies of the CSE), then the Equity Amount shall be increased by such amount that results in the applicable discount being equal to the Maximum Permitted Discount.

Effective October 14, 2026, the third monthly Settlement resulted in an Equity Amount of $123,143, representing an Effective Discounted Price to Sorbie of $0.1819 per share. The Maximum Permitted Discount price is $0.1967 per share. As a result, the Equity Amount was increased by $10,006 such that the adjusted Equity Amount for this Settlement is $133,149, representing an adjusted Effective Discounted Price to Sorbie of $0.1967 per share.

Therefore, the aggregate gross proceeds for the Settlement payable to Replenish are $133,149, which the Company expects to receive shortly. In connection with the Settlement, 677,084 Common Shares will be released from a contractual hold period.

The following Settlements have been received or are receivable by the Company under the Sharing Agreement:

Settlement Month

Notional Settlement Amount

Actual Settlement Amount

August 2026

$81,250

$104,508

September 2026

$81,250

$127,106

October 2026

$81,250

$133,149

Total

$243,750

$364,763

About Replenish Nutrients

Replenish Nutrients (CSE: ERTH) (OTC: VVIVF) manufactures and sells proprietary fertilizer products containing essential macro and micro nutrients and biological material while using a proprietary zero-waste manufacturing process. To learn more about Replenish, visit our website at www.replenishnutrients.com.

For additional information, please contact:

Replenish Nutrients Investor Relations
Email: info@replenishnutrients.com

Sophic Capital
Sean Peasgood
Email: sean@sophiccapital.com

Cautionary Note Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the timing and amount of Settlements and the release of Common Shares from contractual hold under the Sharing Agreement. Such statements are based on assumptions that management believes are reasonable, including that Sorbie will pay each Settlement when due in accordance with the Sharing Agreement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "may", "would", "should", "could", "plans", "expects", "budget", "schedule", "estimates", "forecasts", "intends", "anticipates", "believes", and similar expressions, including variations thereof and negative forms. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the risk that Sorbie does not pay a Settlement when due; fluctuations in the market price and trading volume of the Common Shares, which determine the amount of future Settlements; regulatory risks; other risks of the fertilizer industry and other risk factors disclosed in our public disclosure which can be found under our profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that these risk factors should not be construed as exhaustive. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Replenish Nutrients Holding Corp.

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