ReGen III Settles Debenture Interest with Shares

Rhea-AI Summary

ReGen III Corp. has completed a shares-for-debt transaction to settle $164,850 in debenture interest by issuing 824,250 common shares at $0.20 per share. The Settlement Shares are subject to a four-month hold period ending October 18, 2025. The transaction includes issuing 122,500 shares to company insiders, which qualifies as a related party transaction under MI 61-101. The company obtained exemptions from valuation and minority shareholder approval requirements as the insider transaction's fair market value is below 25% of the company's market capitalization.

Positive

• Company successfully settles $164,850 in debt obligations through share issuance
• Transaction preserves cash for operational needs

Negative

• Dilution of existing shareholders through issuance of 824,250 new shares
• Insider participation in debt settlement may raise governance concerns

Vancouver, British Columbia--(Newsfile Corp. - June 18, 2025) - ReGen III Corp. (TSXV: GIII) (OTCQB: ISRJF) (FSE: PN4) ("ReGen III" or the "Company"), a leading clean technology company specializing in the upcycling of used motor oil ("UMO") into high-value Group III base oils, announces that, further to its June 2, 2025 press release, it has received approval from the TSX Venture Exchange for a shares-for-debt transaction to settle an aggregate of $164,850 in debenture interest through the issuance of 824,250 common shares of the Company (the "Settlement Shares"), at a deemed price of $0.20 per Settlement Share (the "Debt Settlement"). 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 October 18, 2025.

The Debt Settlement includes the issuance of an aggregate of 122,500 Settlement Shares to certain insiders of the Company (the "Insider Transaction"), which is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5 (a) and 5.7(1) (a), as the fair market value of the Insider Transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

About ReGen III

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 emissions by 82% as compared to virgin crude derived base oils combusted at end of life.

ReGen III has completed FEL2 and value engineering for the Company's 5,600 bpd 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 re-refined Group III base oil.

For more information on ReGen III or to subscribe to the Company's mailing list, please visit: www.regeniii.com/investors/corporate-presentations and www.regeniii.com/newsletter-subscription.

For further information, please contact:

Investor & Media inquiries:
Email: investors@regeniii.com

Corporate Inquiries:
Kimberly Hedlin
Vice President, Corporate Finance
Tel: (403) 921-9012
Email: info@regeniii.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information other than statements of historical facts contained in this news release constitutes "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information"). Without limiting the foregoing, such forward-looking information includes statements regarding the Company's business plans, expectations, capital costs, and objectives. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management's good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company's most recent Management's Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company's profile and on the Company's website, www.ReGenIII.com. The forward-looking information set forth herein reflects the Company's expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256045

FAQ

What is the value of ReGen III's (ISRJF) shares-for-debt settlement?

ReGen III settled $164,850 in debenture interest through the issuance of 824,250 common shares at $0.20 per share.

When do ReGen III's (ISRJF) Settlement Shares become freely tradeable?

The Settlement Shares have a statutory hold period of four months and one day, expiring on October 18, 2025.

How many shares were issued to insiders in ReGen III's debt settlement?

122,500 Settlement Shares were issued to company insiders as part of the debt settlement transaction.

What was the price per share for ReGen III's (ISRJF) debt settlement?

The Settlement Shares were issued at a deemed price of $0.20 per share.