An anonymous director reports

REPLENISH NUTRIENTS ANNOUNCES SETTLEMENT FROM SORBIE SHARING AGREEMENT

Replenish Nutrients Holding Corp. has provided details of the first monthly settlement received from its $1.95-million financing with Sorbie Bornholm LP, previously announced on March 9, 2026, pursuant to a sharing agreement dated March 6, 2026, between Replenish and Sorbie.

The sharing agreement provides that the company will receive the proceeds from the financing through 24 consecutive monthly payments, beginning with August, 2026, based on a notional monthly payment of $81,250 multiplied by the per cent difference between the benchmark price of 17.30 cents and a 20-day volume-weighted average price (VWAP) of the common shares on the Canadian Securities Exchange ending in the month of settlement. In connection with each monthly settlement, 677,084 common shares will be released from a contractual hold period. Where the 20-day VWAP is greater than the benchmark price, the per cent 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 per cent difference will result in a proportional decrease to the $81,250 payment for the applicable month. 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 $1.95-million 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 for such month equal to the equity amount for such month divided by the 677,083 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 that 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 Aug. 11, 2026, the first monthly settlement resulted in an equity amount of $96,655, representing an effective discounted price to Sorbie of 14.28 cents per share. The maximum permitted discount price is 15.44 cents per share. As a result, the equity amount was increased by $7,853 such that the adjusted equity amount for this settlement is $104,508, representing an adjusted effective discounted price to Sorbie of $0.1544 per share.

Therefore, the aggregate gross proceeds for the settlement paid to Replenish is $104,508. In connection with the settlement, 677,083 common shares were released from a contractual hold period.

The settlement has been received by the company under the sharing agreement, as detailed in the attached table.

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.