Ms. Caroline Sawamoto reports

REGEN III PROVIDES INTELLECTUAL PROPERTY AND FUNDING UPDATE

ReGen III Corp. is pleased to provide the following updates:

ReGen III patent applications allowed in the United States and granted in India

ReGen III's 2021 patent application to the United States Patent and Trademark Office (USPTO) for the method and system for rerefining and upgrading used oil was recently allowed. Certification and issuance of the patent certificate will occur in due course.

The company is also informed that ReGen III's 2021 patent application to Intellectual Property India (IPI) for the method and system for rerefining and upgrading used oil was recently granted. Copies of the letters patent and a copy of the complete specification from the IPI have been received by ReGen III.

These are the 17th and 18th patents issued, allowed, or accepted for the company's ReGen process, with another 14 patents pending globally, further solidifying the company's position not only as an industry leader, but also highlighting its propriety innovation focus on furthering its ReGen technology to upcycle UMO into high-value Group III base oils.

ReGen trademark accepted in the United States

In addition to trademarks previously awarded in Canada, the European Union, the United Kingdom, Malaysia, Singapore, Mexico and India, a certificate of registration was issued on Oct. 10, 2023, by the USPTO for the "ReGen" mark. In the United States, a trademark is granted for an initial period of 10 years, after which it may be renewed for consecutive 10-year periods.

U.S. Department of Energy loan programs office application

ReGen III continues to meet and engage with representatives of the U.S. Department of Energy's Loan Programs Office (LPO) to incorporate feedback regarding the company's draft application. The company recently submitted additional revisions and materials as part of the preapplication process, in advance of finalizing its formal application.

Convertible debenture financing

The company has closed the second and final tranche of its non-brokered private placement announced Oct. 30, 2023, issuing 645 convertible debenture units at a price of $1,000 per unit for aggregate gross proceeds of $645,000. This brings the combined gross proceeds raised from the Nov. 20 tranche and the second tranche to $3-million.

Each unit consists of $1,000 in principal amount of unsecured convertible debenture and 1,000 common share purchase warrants, with each warrant 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 the second tranche and any underlying common shares are subject to a hold period expiring on April 21, 2024. In connection with the second tranche, the company paid finder fees of $30,000 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.

Including the initial tranche, the directors and executive officers of the company acquired ownership or control over an aggregate of 145 units, representing approximately 4.83 per cent of the total number of debentures and warrants issued in the placement, and which if immediately converted and exercised respectively as of the closing of the second tranche would result in the issue of 408,636 common shares representing approximately 0.34 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 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 per cent as compared with 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-barrel-per-day 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.