Communicators

NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

Vancouver, British Columbia — (May 31, 2024) — ReGen III Corp. (TSXV: GIII) (OTCQB: ISRJF) (FSE: PN4) (“ReGen III” or the “Company”), a leading clean technology company commercializing the patented ReGen™ process to upcycle used motor oil (“UMO”) into high-value Group III base oils, is pleased to announce the closing of an initial tranche of 775 Convertible Debenture Units (the “Units”) at a price of CAD$1,000 per Unit for aggregate gross proceeds of CAD$775,000, pursuant to its non-brokered private placement (the “Placement”) announced on April 30, 2024 for up to CAD$2,000,000 of Units.

Each Unit consists of CAD$1,000 in principal amount of unsecured convertible debenture (a “Debenture”) and 1,000 common share purchase warrants (a “Warrant”). Each Warrant is exercisable to purchase one common share at a price of CAD$0.55 for a period of 24 months after closing.

The Debentures have a term of 24 months and will accrue interest at a rate of 14% per annum, payable in arrears on a semi-annual basis, and on maturity. After 12 months, the Company may, subject to the prior approval of the TSX Venture Exchange (the “Exchange”), elect to pay outstanding interest in common shares (“Interest Shares”) at a price per share equal to the greater of (i) the volume weighted average price of the common shares on the Exchange for the five (5) trading days prior to the date such interest is due, and (ii) the Discounted Market Price (as defined by the Exchange) at that time.

The Debentures will be convertible at the option of the holder into common shares at a price of CAD$0.55 per common share. After four (4) months, the Company may redeem the Debentures in whole or in part by payment of 115% of the principal amount being redeemed, in cash, together with payment of any accrued but unpaid interest on the principal amount being redeemed, in cash or Interest Shares or a combination thereof.

The Debentures and Warrants issued in this first tranche and any underlying common shares are subject to a hold period expiring on October 1, 2024. In connection with this first tranche, the Company paid finder fees of CAD$18,750 in cash. The Company intends to use the net proceeds from the Placement to advance the Company’s re-refinery engineering, including consulting studies, for general working capital and to evaluate potential mergers and acquisitions.

A Director of the Company acquired ownership or control over 300 Units, representing approximately 38.7% of the total number of Debentures and Warrants issued in this first tranche, and which if immediately converted and exercised respectively as of closing would result in the issue of 845,454 common shares representing approximately 0.70% of the then issued and outstanding common shares. The participation by insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied upon the exemption from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a), (b) and (c), and sections 5.7(1)(a) and (b), respectively, of MI 61-101.

This press release does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any Units within the United States.

Management Update

Over the past year, the ReGen III team has expanded negotiations with multiple offtakers in the global lubricants industry, including blenders, traders, oil and gas Majors and Supermajors, and this week marks another significant milestone in that process with the delivery of updated product samples to these parties. The Company would like to thank Christine O’Grady for her many introductions and wish her well as she moves on to other opportunities outside ReGen III. The ReGen III team remains in an excellent position to conclude these ongoing discussions and negotiations.

About ReGen III

ReGen III is a cleantech company commercializing its patented ReGen™ technology to upcycle UMO into high-value Group III base oils. With a focus on creating sustainable solutions that generate better environmental outcomes and compelling economics, the Company’s ReGen™ process is expected to reduce CO2e emissions by 82% as compared to virgin crude derived base oils combusted at end of life.

In 2022, ReGen III completed FEL2 and value engineering for the Company’s 5,600 bpd UMO Texas recycling facility, with the support of world-class engineering, construction and licensed vendor teams – including Koch Project Solutions, LLC, PCL Industrial Management Ltd., Studi Tecnologie Progetti S.p.A., Koch Modular Process Systems and Duke Technologies.

Operating in an underserved segment of the base oil market, ReGen III aims to become the world’s largest producer of sustainable Group III base oil.

For more information on ReGen III or to subscribe to the Company’s mailing list, please visit: www.regeniii.com/investors/corporate-presentations and www.regeniii.com/newsletter-subscription.

For further information, please contact:

Investor & Media inquiries:

Jamie Frawley

Email: investors@regeniii.com 

Corporate Inquiries:

Kimberly Hedlin

Vice President, Corporate Finance

Tel: (403) 921-9012

Email: info@regeniii.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information other than statements of historical facts contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the Company’s business plans, expectations, capital costs and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company’s profile and on the Company’s website, www.ReGenIII.com.  The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.