Mr. Neil Wiens reports

REPLENISH NUTRIENTS ANNOUNCES STRATEGIC RELATIONSHIP WITH SRC AGROMINERALS, INCLUDING $15 MILLION STRATEGIC INVESTMENT, BEISEKER FACILITY EXPANSION AND SUPPLY AGREEMENT

Replenish Nutrients Holding Corp. has entered into a securities purchase agreement dated July 17, 2026, with SRC Agrominerals to support and accelerate Replenish's near-term growth, including an expansion of the Beiseker facility. Additionally, Tim Close, the chief executive officer of SRC, and Dr. David Morris, the founder and chairman of Morris Group Canada, will join Replenish's board of directors as a director and board adviser, respectively, with Dr. Morris being put forth as a director at Replenish's next annual shareholders meeting.

Pursuant to the investment agreement, SRC will: (a) subscribe for 50 million units of the company at a price of 15 cents per unit for gross proceeds of $7.5-million, each unit consisting of one common share of the company and one-half of one common share purchase warrant, each warrant entitling the holder to acquire one common share at an exercise price of 22.5 cents for a period of four years from closing; and (b) purchase a senior secured (second lien) convertible debenture in an aggregate principal amount of $7.5-million. The debenture will bear fixed interest of 10 per cent per annum, payable quarterly, in cash or common shares at the company's election, will mature four years from closing, and will be convertible into common shares at a price of 22.5 cents per common share.

As part of the strategic investment, the parties will enter into a supply agreement for the supply and delivery to Replenish of carbonatite, a calcium, phosphorus, trace-mineral and microbial-rich resource used for its soil-enhancing properties, and an investor rights agreement, as described below.

Highlights:

• SRC will take an initial 19.9-per-cent interest (non-diluted) in Replenish through the $7.5-million equity investment, providing Replenish access to key growth capital and a long-term strategic partner.
• Each unit includes one-half of a warrant -- 25 million warrants in aggregate -- exercisable at 22.5 cents for four years from closing, subject to an acceleration provision if the common shares trade at or above 28 cents for 20 consecutive trading days, representing potential additional proceeds to the company of up to approximately $5.63-million for future growth.
• SRC will invest $7.5-million, pursuant to the debenture investment, representing flexible and cost-effective capital during a period of rapid expansion.
• Aggregate investment proceeds will support a separate 150,000-metric-tonne pelletizing facility at the company's existing Beiseker property, along with additional storage, loadout and processing infrastructure supporting the existing Beiseker granulation facility and the new Beiseker Pelletization expansion.
• The supply agreement provides a long-term supply of carbonatite to be incorporated into Replenish's proprietary regenerative fertilizer products, securing a key input that enhances Replenish's product line.
• In connection with the strategic investment, Mr. Close, CEO of SRC Agrominerals, will be appointed to the Replenish board. Mr. Close brings significant leadership and expertise across capital markets, corporate strategy, operational execution and commercial governance. Mr. Close previously served as CEO of Ag Growth International (AGI), a large, publicly traded global leader in storage, handling and blending equipment for the fertilizer, seed, grain and food-processing sectors. During his 10-year tenure, Mr. Close led AGI's transformation from a regional provider of grain-handling equipment into a global leader in food infrastructure, with revenue growing fivefold during that span. He built and led a high performing team, strengthened operational execution and advanced the company's global growth strategy, including overseeing the deployment of more than $700-million of capital across 19 strategic transactions. Dr. Morris, director of SRC Agrominerals, will also join the Replenish board as an adviser and will be put forward as a director at Replenish's next annual shareholder meeting. Dr. Morris is the founder and former chairman of Morris Group Canada Inc., which provided innovative solutions for the construction and resource sectors across Canada and South America, including modular construction, work force housing, site services, labour management and safety training. Dr. Morris brings deep operational expertise at a time when Replenish is moving into significant operational and commercial expansion.

CEO commentary

Neil Wiens, CEO, Replenish Nutrients

"This strategic relationship marks a pivotal step in Replenish's growth strategy," said Mr. Wiens. "SRC's investment gives us the capital to accelerate our Beiseker pelletizing expansion, while our new supply agreement gives Replenish access to a key input for our regenerative fertilizer platform. Beyond the capital, we're gaining a strategic partner in Tim, David and the SRC team, whose operational and capital markets experience will be a significant asset to Replenish as we scale."

Mr. Close, CEO, SRC Agrominerals

"Replenish has built a capital-efficient, scalable platform for regenerative fertilizer production, and this investment reflects our confidence in their team and their growth trajectory," said Mr. Close. "Pairing Replenish's manufacturing and distribution capabilities with SRC's carbonatite reserves creates a compelling opportunity to bring the proven soil health benefits of Spanish River carbonatite to growers across North America. I look forward to joining the Replenish board and supporting the company through its next phase of growth."

Beiseker pelletization expansion and facility pipeline

The planned owned Beiseker pelletization expansion will consist of a separate 150,000-metric-tonne pelletizing facility, along with additional storage, loadout and processing infrastructure supporting the existing Beiseker granulation facility and the new Beiseker pelletization expansion. The Beiseker pelletization expansion is expected to be completed by the first quarter of 2028.

The company expects annualized production from its existing owned and licensed facilities is made up of the following:

• Owned Beiseker granulation facility: 24,000 metric tonnes;
• Owned Beiseker colony pelletization facility: 12,000 metric tonnes;
• Licensed Farmers Union Enterprises (FUE) pelletization facility: 100,000 metric tonnes;
• Licensed MJ Ag pelletization facility: 10,000 metric tonnes.

The Beiseker pelletization expansion will be on the same site as the company's existing Beiseker granulation facility and will have no impact to the current production from the Beiseker granulation facility. Upon completion of the new Beiseker pelletization expansion, both facilities will benefit from additional shared storage, processing and loadout infrastructure. These capacity estimates have been prepared by management in good faith based on information available to management as of the date hereof and actual results may differ from these expectations.

Consistent with previous guidance, the company expects gross margins of the new Beiseker pelletization expansion to be 25 per cent to 35 per cent. Replenish expects the new pelletization facility to be completed in the first quarter of 2028.

Strategic investment

Equity investment

SRC will subscribe for 50 million units at a price of 15 cents per unit for gross proceeds of $7.5-million, each unit consisting of one common share and one-half of one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of 22.5 cents for a period of four years from closing of the equity investment, subject to an acceleration provision if the company's common shares trade at or above 28 cents for 20 consecutive trading days, in accordance with the terms of the warrant certificate governing the warrants.

Debenture investment

SRC will also purchase the debenture in an aggregate principal amount of $7.5-million. The debenture will bear fixed interest of 10 per cent per annum, payable quarterly, in cash or common shares at the company's election, will mature four years from closing of the debenture investment, and will be convertible into common shares at a price of 22.5 cents per common share.

Proceeds from the strategic investment shall be applied to the Beiseker pelletization expansion, which is expected to be completed in the first quarter of 2028, working capital, inventory purchases, debt repayment and general corporate purposes.

Closing of the equity investment is expected to occur on or about July 24, 2026, and closing of the debenture investment is expected to occur on or about Aug. 14, 2026. In accordance with applicable securities laws, the units and the debenture will be subject to a hold period expiring four months and one day following the date of issuance. Closing of the equity investment and the debenture investment is subject to certain customary conditions, including the receipt of all necessary consents, regulatory approvals and the approval of the Canadian Securities Exchange.

Supply agreement

On closing of the equity investment, Replenish and SRC will enter into the supply agreement for the supply and delivery to Replenish of carbonatite, a calcium, phosphorus, trace-mineral and microbial-rich resource used for its soil-enhancing properties. Pursuant to the supply agreement, Replenish has agreed to purchase a minimum specified quantity per year of carbonatite over a 10-year period and has agreed to ensure its products contain a minimum specified percentage of carbonatite, subject to product efficacy optimization. Payment terms for the initial volumes are $1-million upon execution of the supply agreement.

About carbonatite

Carbonatite is a carbonate-rich igneous rock formed from volcanic activity. The Spanish River deposit is distinguished by high concentrations of loosely bonded calcium, phosphorus, potassium and magnesium, along with trace rare earth elements -- and, notably, without the radioactive or toxic heavy metals found in many other carbonatite deposits worldwide.

What makes the mineral agriculturally valuable is its reactivity: Its fragile primary mineral structure breaks down quickly once applied to soil, releasing nutrients directly into the root zone rather than remaining chemically locked in rock. In its natural setting, this process has visibly transformed the surrounding landscape -- the deposit has saturated the local water table with calcium, phosphorus and potassium, producing decades of exceptional forest growth around the site.

That same effect has been documented repeatedly in independent and field research. A Wilfrid Laurier University study found that SRC raises and stabilizes soil pH, more than doubles beneficial soil microbe populations, supports mycorrhizal fungi, and increases seed weight and crop yield at recommended application rates. Trials on wheat, soybeans and cucumbers have shown statistically significant gains in root and shoot biomass, and soybean trials recorded a marked increase in nitrogen-fixing root nodules. In a multiyear Norfolk Soil and Crop Improvement Association trial on asparagus, SRC-treated plots produced 75-per-cent-greater root mass, brix (sugar/nutrient) readings nearly double the control plots (12 to 13 per cent versus 7 to 8 per cent) and a 10-plus-per-cent yield increase -- with no supplemental fertilizer. A test plot at Kerr Farms in Chatham, Ont., a carbonatite application suppressed aluminum toxicity in soil by 78 per cent, while increasing plant calcium uptake by over 200 per cent within five weeks, alongside improved crop density, weed suppression, and overall soil tilth and microbial activity.

Collectively, this body of evidence positions carbonatite as a natural, reactive mineral platform for regenerative soil fertility -- restoring soil chemistry, rebuilding microbial ecosystems and improving nutrient uptake without reliance on synthetic inputs.

Investor rights agreement

On closing of the equity investment, Replenish and SRC will enter into the investor rights agreement. Pursuant to the investor rights agreement, SRC will have the right to nominate one director to Replenish's board of directors and the right to participate in future equity issuances of the company to maintain SRC's pro rata equity interest on the terms set out in the investor rights agreement. Following closing of the debenture investment, SRC will have the right to nominate two directors to Replenish's board of directors.

Following the closing of the equity investment, SRC's CEO, Mr. Close, will join Replenish's board of directors, and SRC director, Dr. Morris, will join the Replenish board as an adviser until he is put forward as a director at Replenish's next annual shareholder meeting.

About SRC Agrominerals

SRC is a privately owned Canadian company and the owner of Spanish River carbonatite reserves -- a mineral deposit located outside of Sudbury, Ont. SRC has spent 15 years commercializing the deposit, with its flagship product -- Spanish River carbonatite (SRC) -- now OMRI- and ProCert-listed for organic use and applied across hundreds of thousands of acres in row crops, vegetables, fruit, vineyards, landscaping and environmental remediation.

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. Replenish Nutrients is a wholly owned subsidiary of Replenish Nutrients Holding.

We seek Safe Harbor.