by investar » Thu Feb 03, 2022 10:53 pm
HUGE PR:
Vancouver, British Columbia--(Newsfile Corp. - February 3, 2022) - ReGen III Corp. (TSXV: GIII) (OTCQB: ISRJF) (FSE: PN4) ("ReGen III" or the "Company") is pleased to announce ReGen III and the U.S. based multi-billion-dollar, green energy infrastructure focused, private equity firm ("PE Firm") have reached an equity agreement 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's designated affiliate will commit up to US$75 million in the Company's Texas recycling project. In return the PE Firm will receive a 14.4% preferred return on funds invested plus 14.1% ownership in the project (the "Project Level Financing").
Upon closing of the Project Level Financing, the PE Firm's affiliate will appoint one director to the Texas project holding company.
After the Texas facility has been operational for 5 years, ReGen III or its project affiliate will have the right to re-purchase the PE Firm's 14.1% ownership position in the project by paying an amount equal to three times (3x) the PE Firm's initial investment.
On execution of the definitive investment agreements, the PE Firm will 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 also 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").
Upon closing of the Pubco Financing, the PE Firm will have the right to appoint one director to the board of ReGen III, subject to the Company's Articles and TSX Venture Exchange approval.
In order to provide sufficient time for both firms to develop efficient corporate structures and the closing agreements with their respective tax and legal advisors, ReGen III and the PE Firm have mutually agreed to extend the recently expired equity exclusivity standstill period for a further 45 days, commencing February 2, 2022.
Greg Clarkes, Chairman and CEO of ReGen III stated, "Since announcing our Texas project in early 2021, we have expanded our intellectual property portfolio to thirty (30) process patents and patents pending and our working relationships with bp, Koch, and AXA XL, to further de-risk our project. During this time, we also fielded numerous proposals from potential funding partners while remaining focused on striking a balance between advancing the project, minimizing dilution to our shareholders, and identifying and engaging the most strategic infrastructure and industrials financing team overseen by strong and experienced leadership. We have now secured this balance with an industry leading partner, their CEO, and their team. We look forward to moving to binding agreements for Texas expeditiously and building future projects in partnership with the PE Firm globally."
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.
Further details, including the name of the PE Firm, will be made available upon signing of the definitive agreements.