ERTH Replenish Nutrients Holding Corp

EarthRenew Inc. (CSE:ERTH) (“EarthRenew” or the “Company”) is pleased to announce that it has entered into a financing facility (the “Facility”) for up to C$10 million with Alumina Partners (Ontario) Ltd. ("Alumina"), an affiliate of New York-based private equity firm Alumina Partners LLC.

The investment agreement provides the Company with an at-will financing facility over a period of 24 months during which the Company can draw down, at its sole discretion, equity private placement tranches of up to C$500,000. Each tranche will be composed of units with each unit consisting of one common share of the Company (each, a “Common Share”) and one Common Share purchase warrant, at discounts between 15 and 25 percent of the closing price of the Common Shares on the day prior to EarthRenew's drawdown notice to Alumina. The exercise price of the warrants will be at a 25 per cent premium over market at the time of the issuance and the warrants will have a term of 60 months. Each draw down from the Facility may be subject to approval of the Canadian Securities Exchange. All securities issued pursuant to a financing under the Facility will be subject to a statutory hold period that expires four months and one day from issuance.

The Company intends to use the net proceeds of financings under the Facility, if any, for capital equipment purchases, engineering and construction costs for the redevelopment of EarthRenew’s Strathmore facility, feasibility studies on future projects, field and research trials, market development activities, working capital for the ramp-up of our operations at the Strathmore facility and general corporate purposes. No finder’s fees will be paid in connection with a financing under the Facility.

“Global interest in sustainable agriculture is at an all-time high, yet the common thinking remains stuck in the previous century, presuming that organic farming necessarily involves a much higher cost,” explained Adi Nahmani, Managing Member of Alumina. “We are pleased to invest in EarthRenew as they accelerate their work to provide an alternative to that paradigm, supporting sustainable agriculture in a profitable, market-competitive manner.”

“The Facility provides us with comfort that we have an option to secure the capital necessary to accelerate the Strathmore facility recommissioning and pursue U.S. expansion opportunities over the next 12 months,” Keith Driver, CEO of EarthRenew, commented.

About EarthRenew

EarthRenew’s mission is to support a farm system that puts healthy soils and grower profitability back on the table.   EarthRenew transforms livestock waste into a high-performance organic fertilizer to be used by organic and traditional growers in Canada and the United States. Located on a 25,000 head cattle feedlot, our flagship Strathmore plant is capable of producing up to four megawatts (MW) per hour of low-cost electricity powered by a natural gas fired turbine. The exhausted heat from the turbine is used to convert manure into certified organic fertilizer.

For additional information, please contact:

Keith DriverCEO of EarthRenew+1 (403) 860-8623Email: kdriver@earthrenew.ca

Cautionary Note regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Facility, including potential drawdowns of equity private placement tranches under the Facility and the Company’s intended use of proceeds from any such tranche, the Strathmore facility recommissioning, the pursuit of U.S. expansion opportunities, and the Company’s strategies, future plans and objectives. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; regulatory risks; and other risks of the energy, and fertilizer industries. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with 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.