ReGen III Announces Completion of Equity Due Diligence, Resulting in Amended Terms with Private Equity Firm

Vancouver, British Columbia--(Newsfile Corp. - July 27, 2022) - ReGen III Corp. (TSXV: GIII) (OTCQX: ISRJF) (FSE: PN4) ("ReGen III" or the "Company") is pleased to announce that after successful completion of the equity due diligence process and FEL2, ReGen III and the U.S. based multi-billion-dollar, green energy infrastructure focused, private equity firm ("PE Firm") have signed an amended letter of intent (the "LOI") for the development, construction, financing and ownership of the Company's Texas used lubricating oils recycling facility and a partnership framework for financing future projects.

  • The PE Firm or its designated affiliate will commit a minimum of US$75 million up to a maximum of US$150 million of equity to the Company's Texas recycling project, an increase from the maximum US$75 million initially announced. In return the PE Firm will receive a 14.4% preferred return on funds invested plus 50% ownership in the project (the "Project Level Financing").
  • The increased project equity commitment by the PE firm will materially reduce the funds ReGen III will need to raise in the public markets thereby substantially reducing shareholder dilution at the parent company level.
  • The PE Firm and the Company are committed to updating and finalizing the four, previously announced Definitive Agreements within thirty (30) calendar days.
  • On execution of the Definitive Agreements, the PE Firm will also have an exclusive Right-of-First-Offer to provide up to one hundred percent (100%) of the equity required for the construction financing of each future project developed by the Company through December 31, 2023.
  • Concurrent with the closing of the Texas City project investment, the PE Firm will continue to have the right to acquire, via a private placement, up to a 5% stake of the common stock of ReGen III on a fully diluted basis (the "Pubco Financing").

Greg Clarkes, Chairman and CEO of ReGen III, stated, "Following a successful and lengthy due diligence process, we are pleased to see the equity finish line. Members of the Company and the PE Firm will work to complete the four (4) outstanding Definitive Agreements for the Texas facility over the next thirty (30) calendar days. The amended LOI terms were negotiated against a backdrop of challenging capital markets, increased capital costs due to inflationary pressures and site-specific scope changes identified during FEL2 and the value engineering process. With base oil prices increasing during Q1/Q2 2022, the projected economics for the Texas facility remain incredibly robust without relying on any government subsidies."

Mr. Clarkes continued, "The amended LOI provides compelling evidence of the strength of ReGen III's Texas Project. In the PE Firm, ReGen III has a potential partner willing to increase its equity investment from US$75 million to a range of US$75 to US$150 million while also agreeing to take a larger role in developing our innovative, sustainable technology to recycle used motor oil into high value Group III base oils - both in Texas and around the globe. ReGen III looks forward to moving to binding agreements for Texas expeditiously over the next thirty (30) calendar days and building additional projects in partnership with the PE Firm."

A finders' fee of two percent (2%) cash and two percent (2%) in common shares of ReGen III will become payable to a licensed entity upon closing of the proposed equity financings.

About ReGen III

ReGen III is a cleantech recycling company creating more sustainable solutions that include better environmental outcomes and compelling economics.

Last year, ReGen III engaged Koch Project Solutions, LLC ("KPS") to provide project execution management services leading up to the turnkey delivery of its new facility in Texas whereby, KPS is leading ReGen III's world class engineering, construction and licensed vendor teams (PCL Industrial Management Ltd., Koch Modular Process Systems and Duke Technologies) through the completion of detailed design, construction, commissioning, and start-up. ReGen III has a definitive offtake agreement with bp to purchase 100% of the Company's base oils produced at the proposed Texas recycling facility.

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:
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.sedar.com under the Company's profile and on the Company's website, https://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/132017

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