Ms. Kimberly Hedlin reports

REGEN III ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE REFINANCING

ReGen III Corp. has closed its convertible debenture exchange, initially announced on Nov. 6, 2025.

Successful completion of convertible debenture exchange

ReGen III has received exchange approval for, and completed, the exchange of its Series 1 and 2 convertible debentures for new convertible debentures. In total, $3,975,000 in old debentures have been exchanged for new debentures, representing approximately 97.5 per cent of the $4,075,000 principal amount of the old debentures.

Key terms of the new debentures:

• Principal and warrants: Each new debenture consists of $1,000 in principal amount of unsecured convertible debenture and 500 common share purchase warrants of the company. Each warrant will be exercisable to purchase one common share at a price of 35 cents for a period of 24 months after closing. For holders participating in the CD exchange, the warrants replace those warrants originally issued with their respective old debentures. All 4,075,000 old warrants have been cancelled and replaced as part of the CD exchange, or have expired unexercised.
• Interest: The new debentures have a term of 24 months and will accrue interest at a rate of 12 per cent per annum, payable in arrears on a semi-annual basis, and on the maturity date. After 12 months, the company may, subject to exchange approval, 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 which is five trading days before the date such interest is due; and (ii) the market price as determined by the policies of the exchange. All accrued but unpaid interest on the holder's old debentures will be paid in cash 15 days after closing.
• Conversion: The new debentures will be convertible at the option of the holder into common shares at a price of 25 cents per common share.
• Early redemption: After four months, the company may redeem the outstanding principal amount, in whole or in part, by payment equal to 115 per cent of the redeemed principal in cash, together with payment of any accrued but unpaid interest on the redeemed principal in cash or interest shares or any combination thereof.
• Hold period: The new debentures and warrants will be subject to a hold period until April 11, 2026, under applicable securities legislation and applicable exchange policies.

Insiders of the company exchanged 945 debentures, representing 23.77 per cent of the total number of new debentures and warrants issued, which, if immediately converted and exercised, respectively, as of closing, would result in the issue of 4,252,500 common shares, representing approximately 3.06 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 driving a new era in high performance, sustainable lubricants. Harnessing its patented ReGen technology, the company is commercializing an advanced process to transform used motor oil into premium Group II and III base oils. These high-quality base oils are essential to high performance engines, turbines, industrial applications and emerging applications such as data centre dielectric fluids. As a circular technology, the ReGen process is designed to deliver up to 82 per cent lower carbon dioxide equivalent emissions than virgin-crude-derived oils combusted at end of life.

With the vision of becoming the world's largest producer of sustainable, rerefined Group III base oils, ReGen III is positioning itself at the intersection of the energy transition and the data-driven economy, through the production of circular, domestically sourced Group III base oils.

We seek Safe Harbor.