Vancouver, British Columbia--(Newsfile Corp. - November 6, 2025) - ReGen III Corp. (TSXV: GIII) (OTCQB: ISRJF) ("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, is pleased to announce it has provided all holders of its Series 1 and 2 Convertible Debentures (collectively the "Old Debentures") with a cashless exchange offer (the "Exchange Offer") for new Convertible Debentures ("New Debentures").
Holders representing approximately 95% of the value of the Old Debentures have indicated their preference to participate in the Exchange Offer, including 100% of the Old Debentures held by insiders. A total of $4,025,000 in Old Debentures is available for exchange into New Debentures, subject to execution of formal settlement agreements, final board approval, and the approval of the TSX Venture Exchange. The key terms of the Exchange Offer are as follows:
- Each New Debenture will consist of $1,000 in principal amount of unsecured convertible debenture and 500 common share purchase warrants of the Company (a "Warrant"). Each Warrant will be exercisable to purchase one common share at a price of $0.35 for a period of 24 months after closing. The Warrants will replace the warrants which were originally issued with the Old Debentures (the "Old Warrants"), such that the Old Warrants will be cancelled.
- The New Debentures will have a term of 24 months and will accrue interest at a rate of 12% 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 greater of (i) the volume weighted average price of the common shares on the Exchange for the 5 trading days prior to the date which is 5 trading days before the date such interest is due; and (ii) the Market Price as determined by the policies of the Exchange.
- The New Debentures will be convertible at the option of the holder into common shares at a price of $0.25 per common share. After 4 months, the Company may redeem the outstanding principal amount, in whole or in part (the "Redeemed Principal"), by payment equal to 115% of the Redeemed Principal in cash, together with payment of any accrued but unpaid interest on the Redeemed Principal in cash or Interest Shares or any combination thereof.
- All accrued but unpaid interest on the holder's Old Debentures will be paid in cash 15 days after Closing.
- The New Debentures and Warrants will be subject to a 4-month hold period under applicable securities legislation and applicable Exchange policies.
CEO Commentary
"With holders representing approximately 95% of the Old Debentures indicating their preference to participate, including 100% of the Old Debentures held by insiders, this Exchange Offer is a critical part of our financing strategy and positions us well to advance key agreements with offtake parties and strategic partners," said Tony Weatherill, CEO and President of ReGen III.
The New Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any State securities laws, and, accordingly, may not be offered or sold, directly or indirectly, to a U.S. Person except pursuant to an effective registration statement under the U.S. Securities Act (or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act) and in accordance with applicable State securities laws. The Issuer currently has no present intention to and is not obligated to register the New Debentures, and, as a result, this U.S. hold period may be indefinite subject to resale in accordance with Regulation S or other available exemption.
About ReGen III
ReGen III Corp. 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, and industrial applications-and ReGen III's process is designed to deliver up to 82% lower CO2e emissions than virgin crude derived oils combusted at end of life. By turning waste into high-value products, ReGen III is leading the movement toward circular, domestically produced Group III base oils.
With FEL2 and value engineering complete for its proposed 5,600 bpd flagship facility in Texas City, Texas-and backed by worldclass engineering, construction, and vendor partners-the Company is strategically positioned to meet rising demand for higher-quality, circular base oils. In addition to Texas City, the Company is evaluating opportunities to deploy its patented technology across other strategic markets.
With the vision of becoming the world's largest producer of sustainable, re-refined Group III base oils, ReGen III aims to set a new standard for performance and responsibility in the global lubricants market.
For more information on ReGen III or to subscribe to the Company's mailing list, please visit: https://www.regeniii.com/.
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. In particular, the Exchange Offer remains subject to Exchange approval, for which the Issuer expects certain discretionary waivers to be required. In the event that such waivers are not obtained, or the Exchange otherwise requires variations to the terms of the Exchange Offer, some if not all of the holders of the Old Debentures may withdraw their participation in the Exchange Offer. For additional information with respect to 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. Readers are cautioned not to unduly rely on forward-looking information. 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.
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SOURCE: ReGen III Corp.
