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

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/

OKOTOKS, AB, Feb. 17, 2026 /CNW/ - Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company"), a leader in regenerative agriculture solutions, is pleased to announce that, in response to further investor demand, the Company has upsized its previously announced non-brokered private placement of units of the Company ("Units") for aggregate gross proceeds of a maximum of $3 million, including the Debt Settlement (as defined below), to $4.2 million (the "Offering"), and that it has closed the first tranche of the Offering (the "First Tranche") for aggregate gross cash proceeds of approximately $919,000 and settled debt in the aggregate amount of approximately $125,000 owed to certain of its trade creditors.

Under the First Tranche, the Company issued, in aggregate, 8,701,539 Units at a price of $0.12 per Unit, with each Unit consisting of one common share of the Company ("Common Share") and one Common Share purchase warrant of the Company ("Warrant"), each whole Warrant entitling the holder to purchase one Common Share at an exercise price of $0.18 per Common Share for a period of two years following the issue date. 

Neil Wiens, CEO of Replenish, commented:

"We are very pleased with the strong level of interest in this financing and the continued support from both new and existing investors. We believe this reflects growing confidence in our regenerative agriculture platform and our commitment to improving soil health through innovative, sustainable fertilizer solutions. This support provides important momentum as we advance our licensing initiatives and scale production."

As part of the second tranche of the Offering ("Second Tranche"), the Company intends to settle certain debts owed to certain of its directors and trade creditors (the "Creditors") in consideration for the issuance of Units.

The net cash proceeds from the Offering will be used to fund 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.

Certain directors and officers of the Company have advised that they expect to subscribe for Units in the Offering, including under the Debt Settlement. Insider participation in the Offering would be considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring Replenish, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval of the related party transactions. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as in addition to the Company's Common Share not being listed on a specified market, neither the fair market value of the Units nor the consideration for such Units, insofar as it involves the insiders, exceeds 25 percent of the Company's market capitalization.

Closing of the Second Tranche is anticipated to occur on or about March 11, 2026, and is subject to certain customary conditions, including, without limitation, approval of the Canadian Securities Exchange (the "CSE"). All of the securities issued under the Offering will be subject to a four-month and one-day statutory hold period. In connection with the First Tranche, the Company paid an aggregate of $31,128 in finder's fees and issued, in aggregate, 120,400 finder's warrants, entitling the holder thereof to purchase one Common Share at a price of $0.18 for a period of 24 months following the issue date.

With respect to the previously announced $1,950,000 strategic investment from Sorbie Bornholm LP (the "Strategic Investment"), the Company continues to work through customary regulatory and CSE approvals in respect thereof.

The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

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.

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 size of the Offering; the use of the cash proceeds of the Offering; the timing and completion of the Offering; the level of insider participation in the Offering; the receipt of regulatory, stock exchange and other required approvals in connection with the Offering, Debt Settlement, and Strategic Investment; the timing, terms, and completion of the Debt Settlement; and future growth initiatives of the Company. 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; regulatory risks; other risks of the energy and fertilizer industries 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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