Replenish Nutrients Holding Corp. — Capital/Financing Update 2021

Oct 21, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of the Company

EarthRenew Inc. (the “ Company ”) 65 Queen Street West Suite 900 Toronto, ON M5H 2M5

2. Date of Material Change

October 21, 2021

3. News Release

A press release was issued on October 20, 2021 for Canada wide distribution through the facilities of GlobeNewswire and filed on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

4. Summary of Material Change

On October 20, 2021, the Company closed a previously announced, non-brokered private placement for gross proceeds of $1,420,000.00

5. Full Description of Material Change

On October 13, 2021, the Company announced its intention to complete a non-brokered private placement financing of up to 5,500,000 units (each, a “ Unit ”) at a price of $0.20 per Unit, for gross proceeds of up to $1,100,000.00 (the “ Offering ”). Each unit is a bundled security consisting of one common share of the Company (each a “ Common Share ”), and one Common Share purchase warrant (each a “ Warrant ”). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.20 for a period of 6 months from issuance.

On October 20, 2021, the Company announced the over-subscribed closing of the Offering, with 7,100,000 Units taken up at a price of $0.20 per Unit, for gross proceeds of $1,420,000.00 (the “ Proceeds ”). Each Warrant must exercised by April 20, 2022. The Company intends to use the Proceeds for expanding the fertilizer production capacity of existing facilities and general working capital purposes.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Shawn McMillan Chief Financial Officer Telephone: (780) 860-6340

9. Date of Report

October 21, 2021.