Replenish Nutrients Secures $7.5 Million Equity from SRC Agrominerals to Boost Expansion

Strategic Investment Details and Capital Usage

Replenish Nutrients confirmed the closing of the equity portion of its previously announced $15 million strategic investment from SRC Agrominerals. The $7.5 million equity tranche is complete, while the matching $7.5 million convertible debenture remains pending, with an expected closing date near mid-August 2026. Securities issued are subject to a statutory hold period of four months plus one day from issuance.

Proceeds from the equity investment will fund critical operational and strategic initiatives including the Beiseker Pelletization Expansion project, working capital needs, inventory acquisition, debt repayment, and general corporate purposes. Replenish produces proprietary fertilizers containing essential macro and micronutrients combined with biological materials, utilizing a proprietary zero-waste manufacturing process.

SRC’s Stake and Shareholder Rights

Post-investment, SRC beneficially owns 50 million common shares, representing approximately 19.89% of Replenish’s outstanding common shares. SRC also holds 25 million unlisted common share purchase warrants, which if fully exercised, would increase its ownership to 75 million shares or 29.84% on a partially diluted basis. SRC acquired these securities for investment purposes.

The acquisition is subject to regulatory reporting. SRC currently has no plans to increase or decrease its holdings or undertake other actions under applicable securities laws but may adjust its position in the future due to market, economic, or company-specific factors. Adjustments could occur via market transactions, private agreements, treasury issuances, or convertible security exercises. An early warning report with further details will be filed on Replenish’s SEDAR+ profile.

Board Representation and Governance Agreement

Alongside the equity closing, Replenish and SRC executed an investor rights agreement granting SRC governance participation. SRC has the immediate right to nominate one director to Replenish’s board, increasing to two directors following the debenture closing. SRC also holds participation rights to maintain its pro-rata ownership in future equity issuances.

Tim Close, CEO of SRC Agrominerals, has joined Replenish’s board. Close brings extensive experience in capital markets, corporate strategy, and operational leadership, having served as CEO of Ag Growth International (AGI), where he led a fivefold revenue increase and over $700 million in strategic transactions.

Dr. David Morris, an SRC Director, will join Replenish’s board as an advisor and is proposed as a director candidate at the next annual shareholder meeting. Morris founded Morris Group Canada Inc., delivering innovative solutions in construction and resource sectors across Canada and South America, bringing relevant operational expertise to Replenish’s growth phase.

Long-Term Carbonatite Supply Agreement

As part of the partnership, Replenish and SRC entered a 10-year supply agreement for carbonatite feedstock from SRC’s Spanish River deposit near Sudbury, Ontario. Carbonatite, rich in calcium, phosphorus, trace minerals, and microbes, is valued for its soil-enhancing properties. The Spanish River deposit is notable for lacking radioactive and toxic heavy metals common in other deposits.

SRC has commercialized the Spanish River carbonatite over 15 years, with its flagship product certified by OMRI and ProCert for organic agricultural use. It has been applied across hundreds of thousands of acres in row crops, vegetables, fruits, vineyards, landscaping, and environmental remediation. The supply agreement secures Replenish’s access to this premium feedstock for its fertilizer products.

SRC Agrominerals Overview and Market Presence

SRC Agrominerals Sales Inc., a privately held Canadian firm, exclusively owns the Spanish River Carbonatite reserves. Over 15 years, SRC has developed infrastructure and markets for its certified organic mineral product, expanding its applications across diverse agricultural and environmental sectors.

The broad use of Spanish River Carbonatite in row crops, specialty vegetables, fruit production, vineyards, landscaping, and environmental remediation highlights its versatility and underpins the strategic partnership with Replenish.

Replenish’s Manufacturing and Product Expansion

Replenish Nutrients produces proprietary fertilizers combining essential macro and micronutrients with biological materials through a proprietary zero-waste manufacturing process, emphasizing environmental sustainability. The Beiseker Pelletization Expansion project aims to increase production capacity and potentially diversify product offerings or distribution, funded partly by SRC’s equity investment proceeds.

Outlook and Debenture Closing Timeline

The $7.5 million convertible debenture portion of the $15 million strategic partnership is expected to close on or about August 14, 2026, which will increase SRC’s board representation from one to two directors. However, this closing is subject to conditions and is not guaranteed.

Forward-looking statements regarding the debenture closing, capital deployment, and expansion completion are based on current management expectations and involve risks and uncertainties. Actual results may differ materially, and Replenish disclaims any obligation to update such statements except as required by law. Detailed risk disclosures are available on SEDAR+.

Regulatory Compliance and Early Warning Filing

In compliance with National Instrument 62-104 and 62-103, SRC will file an early warning report detailing the securities acquisition. This report will provide additional information and be accessible via Replenish’s SEDAR+ profile at www.sedarplus.ca. Copies can also be requested directly from SRC’s CEO.

All securities issued are subject to a four-month plus one day statutory hold period, preventing immediate resale and supporting market stability and aligned investor-company interests.

Market Impact and Investment Significance

SRC Agrominerals’ strategic investment represents a major capital and operational partnership for Replenish Nutrients amid its expansion phase. The combination of growth capital, secured feedstock supply via the 10-year carbonatite agreement, and experienced board leadership positions Replenish to scale operations and advance the Beiseker Pelletization Expansion.

SRC’s expertise in mineral commercialization and CEO Tim Close’s proven leadership in scaling global agricultural businesses provide strategic and operational support beyond capital. Investors will monitor progress on the expansion, the debenture closing in mid-August, and signs of increased production and revenue growth. The long-term supply agreement reduces feedstock risk, while new board appointments may enhance commercial execution and strategic focus in the fertilizer and soil enhancement industry.