Replenish Nutrients Upsizes Private Placement Financing and Announces Closing of First Tranche

Apr 16, 2025

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 $1,000,000, including the Debt Settlement (as defined below), to $1,700,000 (the "Offering").

Replenish closed the first tranche of the Offering for aggregate gross cash proceeds of $460,000 and settled in the aggregate approximately $490,000 of debt (the "Debt Settlement") related to trade accounts payable to certain creditors of the Company (the "First Tranche").

Under the First Tranche of the Offering, the Company issued 11,847,262 Units at a price of $0.08 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 $0.12 per Common Share for a period of two years following the issue date.

Closing of the second and final tranche of the Offering and Debt Settlement is anticipated to occur on or about April 24, 2025, 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 and Debt Settlement will be subject to a four-month and one-day statutory hold period. The Company did not pay any finder's fees in cash or securities.

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Video: A Farm Song (Busy) | Parody of A Bar Song (Tipsy) by Shaboozey

Lyrics:

My days begin with workin’, Alarm’s at 5 o’clock,
I Fill 5 gallon buckets, The feeders and the troughs,
This five to nine ain’t workin’, why the heck do I work so hard?,
I can’t worry ‘bout health problems, I can sleep in when I’m gone,

One, here comes the two to the three to the four,
Tell em’ ‘buy another cow, we need plenty more’,
Blue jeans are gettin’ dirty, what else could I ask for,
Oh my, more chores

Someone pour me up another shot of sweet tea,
They know me and working hard’s got a history,
There’s another flock of sheep that still needs feed,
Everybody on the farm gettin’ busy,

Everybody on the farm gettin’ busy,
Everybody on the farm gettin’ busy,

I’ve been working pretty stressed but,
I ain’t changing for some cash,
Lord knows that I’m very blessed (More chores),
But I gotta say it’s hard,
Workin’ outside gettin’ charred,
Living out here on the farm, (more chores)

One, here comes the two to the three to the four,
Tell em’ ‘buy another cow, we need plenty more’,
Blue jeans are gettin’ dirty, what else could I ask for,
Oh my, more chores

Someone pour me up another shot of sweet tea,
They know me and working hard’s got a history
There’s another 20 chickens that still need feed,
Everybody on the farm gettin’ busy,

Everybody on the farm getting’ busy,
Everybody on the farm gettin’ busy,

Fun, here on ranch that’s what you can’t ignore,
Might be pretty hard but I love it to its core,
Flannel’s gettin’ dirty, what else could I ask for,
Oh my, more chores (Tell ‘em sing with me)

Someone pour me up another shot of sweet tea,
They know me and working hard’s got a history,
There’s another flock of sheep that still needs feed,
Everybody on the farm gettin’ busy,
Someone pour me up another shot of sweet tea,
They know me and working hard’s got a history,
Watching cattle in the dark, don’t miss me,
Everybody on the farm gettin’ busy,
(Yeeeeeehaw)
Everybody on the farm gettin’ busy,
Everybody on the farm gettin’ busy,
It’s the best bro, go get yourself a farm