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

OKOTOKS, AB, March 9, 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 it has closed the second tranche ("Second Tranche") of its previously announced non-brokered private placement (the "Offering") of units of the Company ("Units"), including the Debt Settlement and Strategic Investment (as defined below) for aggregate gross proceeds of approximately $2,185,050.

Financing Supports Next Phase of Growth

The completion of the Second Tranche represents another step forward as Replenish continues executing its strategy to scale production and expand distribution of its regenerative fertilizer products.

Proceeds from the Offering are expected to support working capital requirements associated with scaling production at the Company's Beiseker manufacturing facility and advancing previously announced licensing partnerships with MJ Ag Solutions (MJ Ag) and Farmers Union Enterprises (FUE).

Replenish believes these initiatives position the Company to expand its regenerative fertilizer footprint across Western Canada and the United States through a combination of owned production infrastructure and licensing partnerships.

Scaling Production at the Beiseker Facility

Replenish's Beiseker facility represents the foundation of the Company's owned production platform and is transitioning toward steady-state commercial operations following commissioning and operational milestones achieved over the past year.

Production volume increase will support higher fertilizer sales volumes while enabling improved operating efficiencies and stronger gross margins moving forward.

Working capital from the Offering will help support inventory purchases and operating requirements associated with increasing fertilizer production and sales as the facility moves toward full commercial operations of approximately 2,000 metric tonnes per month.

Expanding Through Capital-Light Licensing Partnerships

In addition to scaling its owned production infrastructure, Replenish continues to advance its licensing-driven growth strategy. As previously announced, the Company has entered into licensing agreements with MJ Ag covering a ~10 million acre agriculture region in Northern Alberta and British Columbia, as well as FUE covering a ~100 million acre region in a five-state region in the U.S. Midwest. The Company expects to generate $40-$60 per metric tonne in licensing fees with a 10,000 metric tonne facility with MJ Ag and a 50,000 metric tonne facility with FUE, with both having the ability to expand production further with 24-hour shifts as well as future additional facilities.

Under these partnerships, licensees fund and operate production facilities while Replenish provides proprietary fertilizer formulations, technical support, and operational expertise. This model enables Replenish to expand production capacity and geographic reach without capital expenditures while generating technology-driven revenue streams tied to fertilizer volumes produced by its partners.

CEO Commentary

Neil Wiens, Chief Executive Officer of Replenish, commented:

"The capital raised strengthens our working capital position as we scale production at our Beiseker facility and advance our licensing partnerships with MJ Ag and Farmers Union. We believe regenerative fertilizer solutions will play an increasingly important role in modern agriculture as growers focus on soil health, nutrient efficiency, and long-term sustainability. This financing supports our continued execution as we expand production capacity, grow our partner ecosystem, and increase adoption of our regenerative fertilizer platform. On behalf of the Company, I want to thank new and existing investors for their strong support for this financing."

Strategic Investor Perspective

Whitney Kofford, Managing Director of Sorbie Bornholm, commented:

"Replenish continues to demonstrate progress executing its growth strategy, combining proprietary fertilizer technology, production infrastructure, and a scalable licensing model. We believe the Company is well positioned to expand its presence across major agricultural markets while benefiting from the growing global focus on regenerative agriculture and soil health."

Transaction Details

In connection with the Second Tranche, the Company issued, in aggregate, 21,397,646 Units at a price of $0.12 per Unit, including (i) 17,550,000 Units issued to Sorbie Bornholm LP ("Sorbie") in connection with a strategic investment, where 16,250,000 common shares of the Company ("Company Shares") are held pursuant to a sharing agreement (the "Strategic Investment"); and (ii) 1,888,889 Units issued to certain directors and trade creditors (the "Creditors") in connection with the settlement of approximately $226,667 in aggregate indebtedness owing by the Company to the Creditors (the "Debt Settlement"). Pursuant to the Offering, each Unit consists of one 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.

Under the Strategic Investment, 16,250,000 Common Shares issued to Sorbie are held pursuant to a sharing agreement dated March 6, 2026 between Replenish and Sorbie (the "Sharing Agreement"), and the proceeds from the Strategic Investment have been deposited in escrow under the terms of an escrow agreement ("Escrow Agreement" and together with the Sharing Agreement, the "Definitive Agreements"). The Sharing Agreement provides the Company with a payment of $81,250 per month over 24 months, beginning five months following the closing of the Offering, multiplied by the percent difference between the benchmark price of $0.1730 (the "Benchmark Price") and a 20-day volume-weighted average price (VWAP) in the month of 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 the Company 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 $1,950,000 subscription from Sorbie if the monthly 20-day VWAP share price stays below the Benchmark Price each month.

In connection with the Definitive Agreements, Sorbie deposited $1,950,000 into a third-party escrow account and the Company (i) issued 16,250,000 Common Shares subject to certain contractual hold periods, which Common Shares will be tradable by Sorbie on each monthly settlement date beginning five months after the closing of the Offering; (ii) issued 16,250,000 Warrants exercisable at $0.18 per Warrant for a period of 24 months; and (iii) paid Sorbie a value payment of $156,000 via the issuance of 1,300,000 Units, on the same terms as the Units. The Canadian Securities Exchange (the "CSE") approved the Strategic Investment on March 4, 2026.

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 and FUE, working capital requirements for Beiseker and general corporate purposes including strategic marketing and investor relations engagement.

The issuance of 1,125,000 Units, in aggregate, to certain insiders of the Company under the Debt Settlement constitutes a "related party transaction" 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 relied 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. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

All of the securities issued under the Offering and Debt Settlement are subject to a four-month and one-day statutory hold period.

Closing of the third and final tranche is anticipated to occur on or before March 18, 2026, and is subject to certain customary conditions, including, without limitation, approval of 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 Second Tranche, the Company paid an aggregate of $12,603 in finder's fees and issued, in aggregate, 720,020 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.

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 news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the completion and timing of the Company's private placement offering and any subsequent tranches thereof; the anticipated use of proceeds from the Offering; the Company's plans to scale production at its Beiseker manufacturing facility; the advancement and potential benefits of the Company's licensing partnerships with MJ Ag Solutions and Farmers Union Enterprises; expected production capacity and operational performance at the Beiseker facility; anticipated fertilizer sales volumes, operating efficiencies and gross margins; the Company's ability to expand its regenerative fertilizer footprint across Western Canada and the United States; the expected economics and scalability of the Company's licensing model; the anticipated receipt of regulatory and stock exchange approvals; and the Company's broader growth strategy and future business development initiatives. Forward-looking information is often identified by the use of words such as "expects", "believes", "plans", "anticipates", "intends", "estimates", "may", "will", "would", "should", "could", or similar expressions and phrases, including negative forms thereof, although not all forward-looking statements contain such identifying words. Forward-looking information is based on a number of assumptions that management believes to be reasonable at the time such statements are made, including, without limitation, assumptions regarding the Company's ability to complete the Offering and any remaining tranches thereof, the availability and effective use of proceeds from the Offering, the successful ramp-up of production at the Beiseker facility, the continued development and execution of licensing partnerships, the availability of working capital, favorable market conditions for regenerative fertilizer products, and the Company's ability to execute its business strategy and growth plans. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others, risks relating to the completion of the Offering and any subsequent tranches, regulatory and stock exchange approvals, the Company's ability to successfully scale production, operational and supply chain risks, market demand for the Company's products, the performance of licensing partners, financing and working capital requirements, and general economic, business, geopolitical and regulatory conditions affecting the fertilizer and agricultural industries. Additional risk factors are disclosed in the Company's public filings available under its profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors may cause results to differ from those anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events may differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information contained herein except as required by 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.