An anonymous director reports

REPLENISH NUTRIENTS ANNOUNCES $3 MILLION PRIVATE PLACEMENT, INCLUDING $1.95 MILLION STRATEGIC INVESTMENT

Replenish Nutrients Holding Corp. has arranged a non-brokered private placement of up to $3-million to accelerate growth in its regenerative fertilizer business.

Private placement

The company intends to complete a non-brokered private placement of units of the company to qualified existing and new investors at a price of 12 cents per unit for aggregate proceeds of up to $3-million. Each unit will consist of one common share of the company and one common share purchase warrant of the company, with each warrant entitling the holder to purchase one common share at an exercise price of 18 cents per common share for a period of 24 months following the issue date.

Closing of the offering is expected to occur on or about Feb. 2, 2026. In accordance with applicable securities laws, all units issued under the offering will be subject to a hold period expiring four months and one day following the date of issue of the units. Closing of the offering is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.

Certain directors and officers of the company have advised that they expect to subscribe for units in the offering. Insider participation in the offering would be considered to be related party transactions within the meaning of Multilateral Instrument 61-101. The company expects to rely on certain exemptions from the requirement under MI 61-101 to obtain minority shareholder approval for the insider portions of the offering as neither the fair market value of any securities issued to, or the consideration paid by such persons, will exceed 25 per cent of the company's market capitalization.

The net cash proceeds from the offering will be used to finance the working capital requirements for the company's previously announced licensing deals with MJ Ag Solutions (MJ Ag) and Farmers Union Enterprises (FUE), working capital requirements for Beiseker, and general corporate purposes, including strategic marketing and investor relations engagement.

Strategic institutional investor support

As part of the offering, Replenish is pleased to announce that it has secured a $1.95-million strategic investment from Sorbie Bornholm LP, an institutional investor. The units underlying the investment will be held pursuant to a sharing agreement. The sharing agreement provides the company with a payment of $81,250 per month over 24 months, beginning four months following the closing of the offering, multiplied by the per cent difference between the benchmark price of 17.30 cents and the 20-day volume weighted average price (VWAP) at the end of each month prior to settlement. Where the 20-day VWAP is greater than the benchmark price, the difference will be added to the $81,250 payment for the applicable month, and, where the 20-day VWAP is less than the benchmark price, the difference will be subtracted from the $81,250 payment for the applicable month. There is no upper limit to the amount of cash that Replenish may receive and in no event will a decline in the 20-day VWAP result in an increase in the number of units being issued to Sorbie. However, the company may also receive less than the full amount of the $1.95-million subscription from Sorbie if the monthly 20-day VWAP share price stays below the benchmark price each month.

This unique financing structure is well suited to Replenish's growth story and provides steady growth capital, fixed share dilution, and the potential to receive more than the $1.95-million over the 24-month term of the sharing agreement.

Accelerating growth by expanding Replenish's regenerative fertilizer footprint

This financing underscores another successful milestone that will contribute to the expansion of Replenish's regenerative fertilizer distribution footprint in Western Canada and the United States Midwest through the company's owned manufacturing facility at Beiseker, as well as through the previously announced capital-light, licensing deals reached with MJ Ag and FUE.

"This investment from Sorbie is a strong vote of confidence in both our regenerative fertilizer technology and our long-term growth strategy," said Neil Wiens, chief executive officer of Replenish. "Sorbie's innovative, growth-linked capital model is highly aligned with our focus on disciplined execution -- scaling production at Beiseker and expanding distribution through capital-light licensing partnerships. We believe regenerative inputs will play an increasingly important role in modern agriculture and this financing allows us to pursue that opportunity while remaining focused on delivering sustainable value to shareholders.

"Replenish represents the type of growth-oriented, execution-focused company that aligns well with our long-term investment approach," said Whitney Kofford, managing director of Sorbie. "We believe Replenish's regenerative fertilizer platform addresses a real and growing need in agriculture, supported by proprietary processes, existing production infrastructure and a scalable licensing strategy. 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."

About Sorbie Bornholm LP

Sorbie Bornholm is a global investment firm that provides financing for continuing business objectives to listed micro-, small- and mid-cap growth companies. It focuses on public equity investments in companies that are looking to expand and on management teams with a clear growth strategy. Its extensive experience allows Sorbie Bornholm to invest in most industries in order to provide supportive, longer-term capital that rewards company growth.

Since 2000, Sorbie Bornholm founder Greg Kofford has perfected the Sorbie strategy, utilizing a sharing agreement that supports management and rewards growth. This unique approach has now been used in over 50 investments -- with many of those resulting in the companies receiving more cash than the original offering proceeds, without having to issue any additional shares.

Sorbie Bornholm's core values drive the company and how it invests. Sorbie Bornholm is committed to developing long-term relationships with select listed public companies and their brokers and advisers. Sorbie Bornholm focuses on providing supportive, longer-term capital that rewards growth. It invests to make a difference, to become a valued partner and to be a shareholder of choice. It is important to Sorbie Bornholm that all succeed together.

About Replenish Nutrients Holding Corp.

Replenish Nutrients manufactures and sells proprietary fertilizer products containing essential macro and micro nutrients and biological material while using a proprietary zero-waste manufacturing process.

We seek Safe Harbor.