Ms. Kimberly Hedlin reports

REGEN III ANNOUNCES CLOSING OF INITIAL TRANCHE OF CONVERTIBLE DEBENTURE OFFERING

ReGen III Corp. has closed an initial tranche of 2,355 convertible debenture units at a price of $1,000 per unit for aggregate gross proceeds of $2,355,000, pursuant to its non-brokered private placement announced on Oct. 30, 2023 for up to $5-million of units.

Each unit consists of $1,000 in principal amount of unsecured convertible debenture and 1,000 common share purchase warrants. Each warrant is exercisable to purchase one common share at a price of 55 cents 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 cent 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, elect to pay outstanding interest in common 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 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 55 cents per common share. After four months, the company may redeem the debentures in whole or in part by payment of 115 per cent 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 March 18, 2024. In connection with this first tranche, the company paid finder fees of $87,750 in cash. The company intends to use the net proceeds from the placement to advance the company's rerefinery 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 100 units, representing approximately 4.2 per cent 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 281,818 common shares representing approximately 0.24 per cent 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. 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.

About ReGen III Corp.

ReGen III is a cleantech company commercializing its patented Regen technology to upcycle used motor oil 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 per cent 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, where world-class engineering, construction and licensed vendor teams -- including Koch Project Solutions LLC, PCL Industrial Management Ltd., Koch Modular Process Systems and Duke Technologies -- are providing detailed design, construction, commissioning and start-up services.

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.

We seek Safe Harbor.