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EarthRenew Announces Completion of $10.45 Million Equity Offering of Units

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/

CALGARY, Alberta, June 21, 2022 (GLOBE NEWSWIRE) — EarthRenew Inc. (CSE: ERTH) (OTCQB: VVIVF) (“EarthRenew” or the “Company“), owner of leading regenerative fertilizer producer Replenish Nutrients, is pleased to announce the successful closing of the issue and sale (the “Offering”) of 41,804,500 of units (the “Units”) of the Company at a price of $0.25 per Unit (the “Issue Price”), including 951,125 Units issued on the partial exercise of the Over-Allotment Option (as defined herein), for gross proceeds of $10,451,125. The Offering was previously announced on June 2, 2022 and June 3, 2022.

Each Unit is comprised of one common share of the Company (a “Unit Share”) and one common share purchase warrant (a “Unit Warrant”). Each Unit Warrant will be exercisable to acquire one common share of the Company at a price of $0.32 per Unit Share for a period of 48 months following the date of issuance.

The Offering was conducted on a best efforts agency basis pursuant to the terms and conditions of an agency agreement entered into between the Company, Eight Capital, as lead agent and sole bookrunner, and Raymond James Ltd. (together with Eight Capital, the “Agents”).

The Company granted the Agents an option (the “Over-Allotment Option”) to sell up to an additional 15% of the Units sold under the Offering. The Over-Allotment Option may be exercised in whole or in part, to acquire Units at the Issue Price, or Unit Shares at a price of $0.198 per Unit Share or Unit Warrants at a price of $0.052 per Unit Warrant, as determined Agents upon written notice to the Company at any time up to 30 days following the closing date of the Offering.

The Company intends to use the net proceeds of the Offering (i) to complete preparatory stages with respect to the development of its fertilizer blending facility in Debolt, Alberta; and (ii) for general corporate working capital.

The Company has given notice to the Canadian Securities Exchange (“CSE”) to list the Warrants. Listing will be subject to the Company fulfilling the listing requirements of the CSE, which is expected to occur on or before June 27, 2022.

About Replenish Nutrients

Replenish Nutrients delivers leading regenerative fertilizer solutions to support a farm system that puts healthy soils and grower profitability back on the table. By combining Canadian-sourced nutrients with our proprietary delivery system, we’ve developed a sustainable alternative to synthetic fertilizers that enhances overall soil function and biology while providing valuable plant-available nutrients farmers rely upon for healthy crops. To learn more about Replenish Nutrients products, visit our website at www.replenishnutrients.com.

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 use of net proceeds of the Offering; the closing, timing, and size of the Offering, including the satisfaction and timing of the receipt of all required regulatory approvals; and satisfaction or waiver of other conditions to closing of the Offering. 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; other risks of the energy and fertilizer industries and other risk factors disclosed in our public disclosure which can be found under our profile on SEDAR at www.sedar.com. Readers are cautioned that these risk factors should not be construed as exhaustive. 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

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