ReGen III refinances debentures with new terms

Executive Summary

• ReGen III Corp. has announced a cashless exchange offer for its Series 1 and 2 convertible debentures, with approximately 95% of the value of old debentures indicating a preference to participate.
• The transaction involves exchanging $4,025,000 in old debentures for new unsecured convertible debentures with updated terms, including new warrants and interest payment options.
• The refinancing is described by the CEO as a critical part of the company's financing strategy to advance agreements with offtake parties and strategic partners.

Key Details

• Transaction Volume: A total of $4,025,000 in old debentures is available for exchange into new debentures.
• Participation: Holders representing approximately 95% of the value of the old debentures have indicated a preference to participate, including 100% of the old debentures held by insiders.
• New Instrument Structure: Each new debenture consists of $1,000 in principal amount of unsecured convertible debenture and 500 common share purchase warrants.
• Warrant Terms:
  • Each warrant is exercisable to purchase one common share.
  • Exercise price: 35 cents per share.
  • Term: 24 months after closing.
  • Old warrants are cancelled and replaced by these new warrants.
• Interest Terms:
  • Rate: 12% per annum, payable in arrears semi-annually and on maturity.
  • Interest Payment Option: After 12 months, the company may elect to pay outstanding interest in common shares.
  • Share Price for Interest Payment: The greater of (i) the VWAP of the common shares on the exchange for the five trading days prior to the date which is five trading days before the interest due date, or (ii) the market price as determined by exchange policies.
• Conversion Terms:
  • Convertible at the option of the holder into common shares at a price of 25 cents per common share.
• Redemption Terms:
  • After four months, the company may redeem outstanding principal (in whole or in part).
  • Redemption Price: 115% of the redeemed principal in cash, plus accrued but unpaid interest.
  • Interest Payment on Redemption: Cash, interest shares, or any combination thereof.
• Settlement of Old Interest: All accrued but unpaid interest on the holder's old debentures will be paid in cash 15 days after closing.
• Regulatory Conditions: Subject to execution of formal settlement agreements, final board approval, and approval of the TSX Venture Exchange.
• Hold Period: The new debentures and warrants are subject to a four-month hold period under applicable securities legislation and exchange policies.

Notable Quotes

• "With holders representing approximately 95 per cent of the old debentures indicating a preference to participate, including 100 per cent 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, chief executive officer and president of ReGen III.