ReGen III closes $1.53M second tranche of placement

Executive Summary

• ReGen III Corp. has closed the second tranche of its non-brokered private placement, issuing 7.65 million units for gross proceeds of $1.53 million.
• Cumulative gross proceeds from the first and second tranches total $3,437,572, with the company targeting a final total of $4 million from a third and final tranche expected to close on or before April 1, 2026.
• The offering includes insider subscriptions of 2,875,000 units, constituting a related party transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Second Tranche Details:
  • Units Issued: 7,650,000 units.
  • Price: $0.20 per unit.
  • Gross Proceeds: $1,530,000.
• Cumulative Offering Status:
  • Total Units Issued (Tranches 1 & 2): 17,187,860 units.
  • Total Gross Proceeds (Tranches 1 & 2): $3,437,572.
  • Target Total Gross Proceeds: $4,000,000.
  • Expected Closing of Final (Third) Tranche: On or before April 1, 2026.
• Security Structure:
  • Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Exercise Price: $0.30 per warrant share.
  • Warrant Term: Three years from the date of issuance.
  • Hold Period: All securities subject to a statutory four-month hold period ending July 28, 2026.
• Use of Proceeds: Working capital, general corporate purposes, and repayment of debt.
• Finders' Fees: Aggregate cash payments of $47,750 paid concurrent with the closing of the second tranche.
• Related Party Transaction:
  • Insiders subscribed to 2,875,000 units.
  • Exemptions relied upon: Sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101.
  • Justification: Fair market value of the transaction involving related parties did not exceed 25% of the company's market capitalization.
• Regulatory Status: Closing subject to receipt of all necessary regulatory approvals, including final approval by the TSX Venture Exchange.