ReGen III Announces Convertible Debenture Refinancing

Executive Summary

• ReGen III Corp. announced a cashless exchange offer allowing holders of its Series 1 & 2 convertible debentures (“Old Debentures”) to swap into new 24‑month convertible debentures (“New Debentures”) with attached common share purchase warrants.
• Approximately 95% of the Old Debenture value (including 100% held by insiders) has indicated intent to participate, representing $4.025 million of principal.
• The New Debentures carry a 12% annual interest rate, optional cash or share payment of accrued interest after 12 months, conversion price of $0.25 per share, and a redemption premium of 115% plus accrued interest if redeemed after 4 months.

Key Details

• Exchange Offer Scope: $4,025,000 principal of Old Debentures eligible for exchange; participation indicated by holders representing ~95% of total value.
• New Debenture Terms:
• Principal: $1,000 per debenture (unsecured convertible).
• Term: 24 months.
• Interest: 12% per annum, payable semi‑annually in cash and on maturity; after 12 months interest may be paid in “Interest Shares” at the higher of VWAP (5‑day prior) or market price.
• Warrant Component: Each New Debenture includes 500 common share purchase warrants; each warrant exercisable at $0.35 per share for 24 months post‑closing. Old Warrants are cancelled.
• Conversion Feature: Holders may convert New Debentures into common shares at $0.25 per share at any time prior to maturity.
• Redemption Rights: Company may redeem all or part of principal after 4 months at 115% of principal plus accrued interest (cash, Interest Shares, or combination).
• Interest on Old Debentures: All accrued but unpaid interest on Old Debentures will be paid in cash 15 days after closing.
• Hold Period: New Debentures and warrants subject to a 4‑month hold period under securities legislation and exchange policies.
• Regulatory Notes: New Debentures not registered under U.S. Securities Act; resale to U.S. persons limited to exemptions or registration.

Notable Quotes

“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,” – Tony Weatherill, CEO & President, ReGen III.