News

ReGen III Announces Convertible Debenture Offering 

NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 

Vancouver, British Columbia (Newsfile Corp. – April 30, 2024) – ReGen III Corp. (TSXV: GIII) (OTCQB: ISRJF) (FSE: PN4) (ReGen III” or the “Company), a leading clean technology company commercializing the patent ReGen™ process to upcycle used motor oil (“UMO“) into high-value Group III base oils, is pleased to announce the launch of a non-brokered private placement of up to 2,000 Convertible Debenture Units (the “Units“), at a price of $1,000 per Unit for gross proceeds of up the $2,000,000 (the “Placement“).

Each Unit will consist of a $1,000 in principal amount of unsecured convertible debenture (a “Debenture“) and 1,000 common share purchase warrants of the Company (a “Warrant“).  Each Warrant will be exercisable to purchase one common share at a price of $0.55 for a period of 24 months after closing. 

The Debentures will have a term of 24 months and will accrue interest at a rate of 14% per annum, payable in arrears on a semi-annual basis, and on the maturity date. After 12 months, the Company may elect to pay outstanding interest in common shares (“Interest Shares”) at a price per share equal to the volume weighted average price of the common shares on the TSX Venture Exchange (the “Exchange”) for the 5 trading days prior to the date such interest is due. 

The Debentures will be convertible at the option of the holder into common shares at a price of $0.55 per common share.  After 4 months, the Company may redeem the Debentures in whole or in part by payment of 115% of the principal amount being redeemed, in cash, together with payment of any accrued but unpaid interest on the principal amount being redeemed, in cash or Interest Shares or a combination thereof.   

Finder fees may be paid in accordance with the policies of the Exchange, subject to compliance with applicable law and Exchange approval. The Company intends to use the net proceeds from the Placement to advance the Company’s re-refinery engineering, including consulting studies, for general working capital and to evaluate potential mergers and acquisitions. 

The Placement may be closed in one or more tranches. The Debentures, the Warrants and any underlying common shares will be subject to a four month hold period from closing.  The certificates representing the Debentures and the Warrants will contain such additional terms and conditions as are considered necessary or advisable by the Company. The Placement, including but not limited to the payment of any finder fees and any future issuance of Interest Shares, remains subject to Exchange approval. 

This press release does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any Units within the United States. 

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. 

In 2022, ReGen III 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 oil market, ReGen III aims to become the world’s largest producer of sustainable 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:  
Jamie Frawley 
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.