OKOTOKS, AB, Aug. 20, 2026 /CNW/ -- Replenish Nutrients Holding Corp. (CSE: ERTH) (OTC: VVIVF) ("Replenish" or the "Company") is pleased to announce that it has closed the $7.5 million convertible debenture investment (the "Debenture Investment") from SRC Agrominerals Sales Inc. ("SRC"), completing the $15 million strategic investment from SRC, as previously announced on July 20 and July 23, 2026. Proceeds from the Debenture Investment will be used to fund the expansion of the Beiseker facility, working capital, inventory purchases, debt repayment, and general corporate purposes.

Early Warning Report

Following closing of the Debenture Investment, SRC beneficially owns and controls 50,000,000 common shares (which represents approximately 19.86% of the Company's issued and outstanding common shares), 25,000,000 unlisted common share purchase warrants and a convertible debenture in the aggregate principal amount of $7.5 million. Such securities may be registered in the name of SRC's parent company as nominee holder; however, SRC will retain beneficial ownership of and control and direction over the securities. Assuming full exercise of the unlisted warrants and conversion of the convertible debenture, SRC would have control and direction over 108,333,333 common shares, representing 34.93% of the outstanding common shares on a partially diluted basis. SRC may not convert any portion of the convertible debenture or exercise any unlisted warrants if such conversion or exercise would result in SRC, together with any person or company acting jointly with SRC, owning 20% or more of the total issued and outstanding securities of Replenish, unless Replenish has obtained the necessary shareholder approval in accordance with the applicable policies of the Canadian Securities Exchange. SRC acquired the securities for investment purposes. At this time, SRC has no current intention to acquire additional securities of Replenish, dispose of any securities of Replenish, or undertake any of the actions described in clauses (a) through (k) of Item 5 of Form 62-103F1. However, depending on market conditions, general economic and industry conditions, Replenish's business and financial condition and prospects, and other relevant factors, SRC may from time to time increase or decrease its ownership, control or direction over securities of Replenish through market transactions, private agreements, treasury issuances, the exercise of convertible securities, or otherwise. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, SRC will be filing an early warning report respecting the acquisition of securities, containing additional information omitted from this news release, under Replenish's SEDAR+ profile at www.sedarplus.ca.

To obtain a copy of the early warning report, please contact Tim Close, Chief Executive Officer of SRC, at +1 (705) 923-7725 or at 1639 Lasalle Boulevard, Suite 316, Sudbury, Ontario P3A 1Z8, Canada.

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, Ontario. SRC has spent 15 years commercializing the deposit, with its flagship product — Spanish River Carbonatite — 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

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.

For additional information, please contact:

Replenish Nutrients Investor Relations
Matthew Greenberg
CFO
Email: info@replenishnutrients.com
Phone: 647-777-9532

Sophic Capital
Sean Peasgood
Email: sean@sophiccapital.com

Cautionary Note Regarding Forward-Looking Information

This press release includes certain forward-looking statements as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", and "intend", and similar words referring to future events and results. Forward-looking statements in this news release include, but are not limited to, statements regarding the anticipated use of proceeds from the Debenture Investment and the completion of the Beiseker facility expansion. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, as described in more detail in the Company's securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements, and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

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.