Ms. Kimberly Hedlin reports

REGEN III SETTLES DEBENTURE INTEREST WITH SHARES

ReGen III Corp., further to its June 2, 2025, news release, has received approval from the TSX Venture Exchange for a share-for-debt transaction to settle an aggregate of $164,850 in debenture interest through the issuance of 824,250 common shares of the company, at a deemed price of 20 cents per settlement share. Accordingly, the company announces that it has completed the debt settlement. The settlement shares are subject to a statutory hold period of four months and a day, expiring Oct. 18, 2025.

The debt settlement includes the issuance of an aggregate of 122,500 settlement shares to certain insiders of the company, which is considered to be a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5 (a) and 5.7(1) (a), as the fair market value of the insider transaction does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with 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 (carbon dioxide equivalent) emissions by 82 per cent as compared to virgin-crude-derived base oils combusted at the end of life.

ReGen III has completed FEL2 and value engineering for the company's 5,600-barrel-per-day 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 oils market, ReGen III aims to become the world's largest producer of sustainable rerefined Group III base oil.

We seek Safe Harbor.