File: Attachment 2025-09-18 RGEN PP FINAL.pdf

REGENERA ANNOUNCES PRIVATE PLACEMENT

Calgary, Alberta September 18, 2025 Regenera Inc. ("Regenera" or the "Company") (CSE:RGEN, FRA: 66C) announces, that it has reserved for issuance, 11,809,612 units at a price of $0.02 per unit ("Unit"), for the aggregate gross proceeds of up to $236,192.24 ("Private Placement"). Each Unit will consist of one common share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one common share ("Warrant Share") of Regenera at an exercise price of $0.05 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, whom 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% 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 CSE.

In accordance with Policy 6 of the CSE, Section 6.2 Private Placements, Regenera may complete a private placement at a price lower than $0.05 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 September 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 ("MI 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% 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 ("Director"). The Director currently owns or controls, directly or indirectly, 2,337,496 common shares (2.03%). Post closing of the Private Placement, he will own or control, directly or indirectly, 14,148,108 common shares (11.15%) on an undiluted basis, and on a fully diluted basis will own or control, directly or indirectly, 16.98% 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 a day, from the date of the Unit issuance.

Regenera is a 19-year ESG-driven company and a historically recognized global technology leader in post combustion CO2 Capture, Solvent & 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 cooperators.

For more information contact: Lionel Kambeitz, CEO Phone: 306-352-6132 E-mail: lionel.kambeitz@regenerainsights.com

Forward Looking Statements This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, which are based upon Regenera's current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified using forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Specifically, this news release contains forward looking information relating to the Company's ability to close the Private Placement, and the spending of working capital to create shareholder value, among others.

The CSE does not accept responsibility for the adequacy or accuracy of this release.