Replenish Nutrients Holding Corp (CSE:ERTH, OTC:VVIVF, FRA:7KE) announced that it has closed the second tranche of its previously announced non-brokered private placement, raising approximately $2.19 million in gross proceeds as the company looks to expand production and distribution of its regenerative fertilizer products.
The Okotoks, Alberta-based company said the financing supports its strategy to scale manufacturing at its Beiseker facility and advance licensing partnerships aimed at expanding its regenerative fertilizer footprint across Western Canada and the United States.
The proceeds from the offering are expected to support working capital requirements tied to increasing production at the Beiseker plant and advancing previously announced licensing agreements with MJ Ag Solutions and Farmers Union Enterprises.
"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,” Replenish Nutrients CEO Neil Weins said.
“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.”
Replenish said its Beiseker facility is transitioning toward steady-state commercial operations after reaching commissioning and operational milestones over the past year. Increasing production volumes at the site are expected to support higher fertilizer sales while improving operating efficiencies and gross margins as the plant moves toward full commercial operations of approximately 2,000 metric tonnes per month.
Alongside its owned production infrastructure, the company is also pursuing a licensing-driven expansion strategy. Replenish has entered licensing agreements with MJ Ag covering an approximately 10 million acre agricultural region in northern Alberta and British Columbia, and with Farmers Union Enterprises covering roughly 100 million acres across a five-state region in the US Midwest.
Under the model, licensees fund and operate production facilities while Replenish provides proprietary fertilizer formulations, technical support, and operational expertise. The company said it expects to generate between $40 and $60 per metric tonne in licensing fees from a 10,000-metric-tonne facility with MJ Ag and a 50,000-metric-tonne facility with Farmers Union Enterprises, with the potential for further production expansion.
In connection with the second tranche, Replenish issued approximately 21.4 million units at a price of $0.12 per unit. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at an exercise price of $0.18 for a period of two years.
The tranche included approximately 17.55 million units issued to Sorbie Bornholm LP as part of a strategic investment and about 1.89 million units issued to certain directors and trade creditors to settle approximately $0.23 million in outstanding debt.
Under the strategic investment arrangement, Sorbie deposited $1.95 million into a third-party escrow account and received 16.25 million common shares and 16.25 million warrants. The agreement includes monthly settlement payments beginning five months after the offering closes, with payments adjusted based on the difference between a benchmark share price of $0.1730 and the company’s 20-day volume-weighted average price during the settlement month.
The company also issued approximately 1.13 million units to certain insiders as part of the debt settlement.
Replenish said it expects to close a third and final tranche of the financing on or before March 18.