ReGen III Announces Closing of Convertible Debenture Refinancing

Executive Summary

• ReGen III Corp. completed a convertible debenture exchange, converting $3.975 M of existing Series 1 & 2 debentures into new 24‑month convertible debentures with attached warrants.
• Each new debenture carries $1,000 principal and 500 common share purchase warrants exercisable at $0.35 for 24 months; conversion price is $0.25 per share.
• Insiders participated in the exchange for 945 debentures (≈23.8% of the new issue), which would represent ~3.06% of outstanding shares if converted and exercised immediately.

Key Details

• Exchange Amount: $3,975,000 of old debentures exchanged (≈97.5% of total $4,075,000 principal).
• New Debenture Structure:
• Principal: $1,000 per debenture (unsecured convertible).
• Warrants: 500 warrants per debenture, exercisable at $0.35/share for 24 months post‑closing.
• Interest Terms: 12% annual, payable semi‑annually in cash; after 12 months the company may elect to pay accrued interest in common shares (“Interest Shares”) at the higher of (i) VWAP over the five trading days preceding the payment date or (ii) the market price per Exchange policies.
• Conversion Right: Holder may convert debentures into common shares at $0.25 per share at any time before maturity.
• Early Redemption: After 4 months, company may redeem principal at 115% of principal plus accrued interest (cash or Interest Shares).
• Hold Period: New debentures and warrants subject to a hold period until 11 April 2026 under applicable securities legislation.
• Insider Participation: 945 debentures exchanged by insiders, representing 23.77% of the new issue; potential issuance of 4,252,500 common shares (~3.06% of outstanding shares) upon immediate conversion/exercise.
• Regulatory Notes: Transaction qualifies as a “related party transaction” under MI 61‑101; exemption from formal valuation and minority shareholder approval was relied upon.
• U.S. Securities Status: New debentures and warrants not registered in the U.S.; resale to U.S. persons only via applicable exemptions (e.g., Regulation S).

Notable Quotes

(No direct quotes were provided in the release.)