Ms. Kimberly Hedlin reports

REGEN III CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT

Further to ReGen III Corp.'s press releases dated March 4, 2026, and March 23, 2026, it has closed the second tranche of its non-brokered private placement. In connection with the second tranche, the company issued 7.65 million units at a price of 20 cents per unit for aggregate gross proceeds of $1.53-million.

In combination with the initial tranche, the company has issued a total of 17,187,860 units for aggregate gross proceeds of $3,437,572. The company now expects to close a third and final tranche of the offering for the previously announced total gross proceeds of $4-million, on or before April 1, 2026.

Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase an additional share at an exercise price of 30 cents per warrant share for a period of three years from the date of issuance. All securities issued in the second tranche will be subject to a statutory four-month hold period ending July 28, 2026.

Concurrent with the closing of the second tranche, the company paid aggregate finders' fees of $47,750 in cash. The net proceeds from the offering are intended to be used for working capital, general corporate purposes and the repayment of debt. The closing of the offering is subject to receipt of all necessary regulatory approvals, including final approval by the TSX Venture Exchange.

The second tranche included subscriptions by insiders of the company to purchase an aggregate of 2,875,000 units, which constitutes a related party transaction (as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions). The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the offering as neither the fair market value (as determined under MI 61- 101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under 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 (UMO) 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 CO2e (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.