ERTH Replenish Nutrients Holding Corp

EarthRenew Inc. (CSE:ERTH) (“EarthRenew” or the “Company”) is pleased to announce the results of its annual general and special meeting of shareholders (“AGM”) held on Thursday, May 28, 2020 in Toronto, Canada. In addition, the Company announces that its board of directors has authorized the implementation of a consolidation (the “Consolidation”) of the Company’s common shares (“Shares”) on the basis of one post-Consolidation Share for every three pre-Consolidation Shares, effective June 9, 2020 (the “Effective Date”).

AGM Results

The nominees listed in the management information circular (the “Circular”), which was mailed to EarthRenew shareholders of record as of April 22, 2020, were elected to the board of directors of the Company to hold office until the next annual meeting of shareholders or until their successors are duly appointed or elected.

Nominee	Percentage of Votes For	Percentage of Votes Withheld
Keith Driver	99.999%	0.001%
Catherine Stretch	98.914%	1.086%
Fred Leigh	98.914%	1.086%
Chris Best	99.999%	0.001%

A total of 17,193,833 common shares were voted at the AGM, representing approximately 12.87% of the issued and outstanding common shares of the Company.

In addition, EarthRenew shareholders received the audited consolidated financial statements of the Company for the year ended December 31, 2019 and approved all of the other resolutions detailed in the Circular and put forward at the AGM, namely:

• Re-appointing McGovern Hurley LLP, Chartered Accountants, as auditor of the Company for the ensuing year and authorizing the directors to fix the auditor’s remuneration;
• Approving the Company’s stock option plan for the ensuing year, reserving for grant options to acquire up to a maximum of 10% of the issued and outstanding EarthRenew common shares calculated at the time of each stock option grant; and
• Approving the consolidation of the Company’s common shares on the basis of up to three (3) pre-consolidation shares for one (1) post-consolidation share.

The Circular is available under EarthRenew’s profile on SEDAR at www.sedar.com.

Consolidation

EarthRenew currently has 133,471,292 Shares issued and outstanding. Following completion of the Consolidation, the Company will have approximately 44,490,430 Shares issued and outstanding. No fractional Shares will be issued pursuant to the Consolidation; fractional Shares will be disregarded and cancelled without any payment of capital or other compensation. The exercise or conversion price and the number of Shares issuable under any of EarthRenew’s outstanding convertible securities will be proportionately adjusted upon completion of the Consolidation.

The Shares are expected to commence trading on the Canadian Securities Exchange (the “CSE”) on a post-Consolidation basis when markets open on June 8, 2020, under the new CUSIP number 27034F208.

Shareholders of record as at the Effective Date will receive a letter of transmittal providing instructions for the exchange of their Shares as soon as practicable following the Effective Date.

About EarthRenew

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 EarthRenewPhone: (403) 860-8623E-mail: 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 effective date of the Consolidation and the date on which the Shares will commence trading on the CSE on a post-Consolidation basis. 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.