Mr. Lionel Kambeitz reports

REGENERA ANNOUNCES PRIVATE PLACEMENT

Regenera Insights Inc. has reserved for issuance 11,809,612 units at a price of two cents per unit for aggregate gross proceeds of up to $236,192.24. Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of Regenera at an exercise price of five cents per warrant share for a period of five years after the date of issuance.

The private placement is a non-brokered private placement, and, upon receipt of funds, the units will be issued to a non-arm's-length party, who is a director of the company. Also, upon closing of the private placement, the director will own or control, directly or indirectly, securities carrying more than 10 per cent of the voting rights attached to all the company's outstanding voting securities (insider). The share issuance pursuant to the private placement will not materially affect the control nor create a new control person of the issuer, as this term is defined in Policy 4, Section 4.6, of the Canadian Securities Exchange.

In accordance with Policy 6 of the CSE, Section 6.2, Private Placements, Regenera may complete a private placement at a price lower than five cents provided that the price must not be lower than the volume-weighted average price for the previous 20 trading days, as determined by the CSE; proceeds are to be used for working capital or bona fide debt settlement; and the price must be reserved and approved by the CSE in advance of closing. On Sept. 10, 2025, Regenera filed a price reservation, on a confidential basis, with the CSE, which price has been reserved by the CSE.

The company is a public company and is subject to Multilateral Instrument 61-101, which governs, among other things, transactions between listed issuers and related parties of such issuers. In accordance with MI 61-101, the issuance of units by the company to the subscriber would constitute a related party transaction. In accordance with MI 61-101, absent an exemption, MI 61-101 would require Regenera to receive a formal valuation of the subject matter and majority-of-the-minority shareholder approval to proceed with the issuance of such units to such related parties. The company intends to rely on the exemption set forth in Section 5.5(c), Distribution of Securities for Cash, of MI 61-101 (as it relates to formal valuations), as neither the company nor, to the knowledge of the company, after reasonable inquiry, the related party has knowledge of any material information concerning Regenera or its securities that has not been generally disclosed, and the disclosure documents for the transaction will include a statement to that effect; and (ii) a description of the effect of the distribution on the direct or indirect voting interest of the related party. Furthermore, the company is relying on the exemption set forth in Section 5.7(1)(a), Fair Market Value Not More Than 25 Per Cent of Market Capitalization, of MI 61-101 (as it relates to shareholder approval).

Currently, Regenera has 115,073,100 common shares and 40,625,000 warrants issued and outstanding and, after closing of the private placement, will have 126,882,712 common shares and 52,434,612 warrants issued and outstanding.

Under the private placement, all the units will be issued to an independent director. The director currently owns or controls, directly or indirectly, 2,337,496 common shares (2.03 per cent). Postclosing of the private placement, he will own or control, directly or indirectly, 14,148,108 common shares (11.15 per cent) on an undiluted basis and, on a fully diluted basis, will own or control, directly or indirectly, 16.98 per cent of the common shares of Regenera. The common shares and warrants to be issued, pursuant to the private placement, will be subject to a regulatory hold period of four months and one day from the date of the unit issuance.

Regenera is a 19-year, ESG-driven (environmental, social and governance) company and a historically recognized global technology leader in postcombustion CO2 (carbon dioxide) capture, solvent and glycol reclamation, blue hydrogen production, and carbon credit aggregation and management.

Regenera will provide solutions to clients globally through technologies and processes that reduce the CO2 footprint in the decarbonization of oil, gas and electricity through its ownership and participation in EmissionTech RX Corp., Assist Energy Solutions Corp. and MethanatorRX Technologies Inc. The company continues to be highly active in technology development, prototype optimization, field testing and developing industry co-operators.

We seek Safe Harbor.