2024 Q3 MDA RGX

Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Introduction

This Management Discussion and Analysis Report has been prepared to provide material updates and analysis of the business operations, financial condition, financial performance, cash flows, liquidity, and capital resources of Regenx Tech Corp. and its subsidiaries ("Regenx" or the "Company").

The information provided herein should be read in conjunction with the Company's condensed audited consolidated financial statements and the notes thereto for the Annual MD&A for the nine months ended September 30, 2024, and December 31, 2023.

The company changed its name from Mineworx Technologies Ltd. To Regenx Tech Corp effective October 31, 2022. The new name and branding are appropriate for the future direction of the Corporation. The new brand symbolizes how the Corporation is entering a new dynamic sector by building off the past foundation. The management of the Corporation considers it important that the name of the Corporation be associated with its environmentally friendly material processing technology for marketing and business development purposes.

The statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Regenx is listed on the Canadian Stock Exchange under the symbol "RGX" (previously "MWX"), on the OTCQB Exchange under the symbol "RGXTF" (previously "MWXRF") and on the Frankfurt Stock Exchange under the symbol "YRS". The Company is engaged in the development and deployment of innovative material processing technologies and the exploration, acquisition, and development of mineral properties.

Except as otherwise disclosed, all dollar figures in this report are stated in Canadian dollars. The effective date of this report is November 25, 2024.

Statements in this report, that are not historical facts, are forward-looking statements involving known and unknown risks and uncertainties which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. See "Forward-Looking Information and Statements" herein.

Additional information is available on the Company website www.regenx.techor for view on SEDAR at www.sedarplus.ca

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Discussion of Operations

Catalytic Convertor Project

The Company focus is on the recovery of platinum and palladium from catalytic converters. Regenx has partnered with Davis Recycling Inc. ("Davis"), a large recycling company based in Tennessee, USA, to create PGM Renewal LLC. This company has now been created. As it stands, only an operational agreement is in place. Regenx will hold 55% of this new company which combines the Davis expertise in supply chain management required to secure the feedstock with Regenx's years of technology experience to commercialize the project, known as the Catalytic Converter Project ("Project").

In the nine months ended September 30, 2024, the Company brought Module One online, their Project of the commercial plant located in Greeneville, Tennessee. The Regenx system is a one- of-a-kind technology that is operating for the first time on a commercial scale. We entered this phase of corporate development on an extremely aggressive timeframe with limited resources and budget and have met many operational milestones in a very short period. Everyone involved with Regenx wants things to run smoother and faster, but we need to realize and remember that each successive milestone achieved has never been done before. We have been able to accomplish some truly extraordinary progress which industry participants are highly impressed with and are constantly reminding us of.

As an example of how impressed the industry is with the progress made by Regenx, our senior executives met with a significant strategic player at the International Precious Metals Institute (IPMI) winter meetings who is now willing to initiate a partnership in dealing with heavy equipment OEMs on providing a closed loop recycling system that these OEMs desire. This just further solidifies the recognition that these global entities are seeing in Regenx. Regenx has now sent two samples to global refiners who are analyzing our product for future contracts. The completion of Module One has paved the way towards environmental impact and economic opportunity.

During the nine months of 2024, laboratory and technical personnel continued to pursue research into areas that show promise for improving the effectiveness and efficiency of recovering precious metals from catalytic converters.

In the second quarter, the Company had a Rights Offering that closed with an over subscription. This success allowed us to order feedstock to ramp up production. During the ramp up in the quarter, we ran into two issues. The first one is the breakdown of our reactors. The glass lining inside of them wore down to an unsafe levels. At the end of the September, Hurricane Helene brought in substantial flooding that shut down our facility. Management and remaining staff have been using this downtime to solve the reactor problems, find a new facility, and set us up for continued production and growth.

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

During this third quarter, we have been successful in generating revenue for the first time with Module 1. We have been selling black powder to a global refiner. We have closed the loop and have proven that both the Companies process and chemistry works.

Iron Bull Mining

As of September 30, 2024 and December 31, 2023, Regenx owned 31.8% of Iron Bull Mining Inc. ("Iron Bull"). Iron Bull is made up of and owns 100% of Himba Metals (Proprietary) Limited ("Himba") and owns 95% of Aloe Investments Two Hundred and Thirty- Eight (Pty) Ltd. ("Aloe"). Both of these companies are Incorporated in Namibia. Iron Bull also owned Magnetitas del Cehegín, S.L., ("MDC") until July 1, 2024 at which time it was purchased by Regenx Tech Corp.

On May 18, 2022, the Company closed a transaction to sell 100% of the Cehegin Iron Ore project held through the corporate entities SME and MDC to Iron Bull a privately held company that was incorporated to facilitate the purchase of the Cehegin project. The Company received 20,000,000 shares of Iron Bull. During 2023, an additional 1,500,000 shares were purchased by the Company.

On July 1, 2024, Regenx Tech Corp. purchased from Iron Bull Mining Inc. all outstanding shares in Magnetitas del Cehigin, S.L., all rights to land, minerals, mineral permits and other claims associated with the Cehigin project, and the full benefit of all the rights and obligations under the material contracts as it pertains to the property. The purchase price was $864,916. Regenx buying back MDC for the value of the outstanding balance allowed the Company to keep it's 31.8% ownership in Iron Bull and the copper assets and allows us to foster a sale.

It is the assumption that by December 31, 2024 that MDC will either be sold or abandoned. The Company is treating the exploration assets to be valued at nil as per IFRS 5.13.

The Cehegín Iron Ore Concession, Spain

On October 21, 2012, MDC entered into a binding option agreement with a private Spanish company, Lorente Y Pallares SL pursuant to which it acquired the option to purchase 100% of the sixty-two (62) iron ore concessions and metallic mining licenses, covering an area of 1,030 hectares, located in southeastern Spain. The Company has received an expansion of the local area creating a continuous area of 6,900 hectares.

On March 13, 2014, MDC completed the transaction by acquiring all of the issued and outstanding shares in an arm's length transaction for $208,173 (€135,000), plus the repayment of mortgage debt in the amount of $68,580 (€45,000). In addition, a security payment in the amount of $70,349 (€45,861) was given to a financial institution for future environmental restoration purposes and is now registered as an asset to MDC. These amounts were paid on the closing representing a total price of $347,103 (€225,861).

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

MDC will be required to pay an additional amount of up to €2,700,000 once a mining permit is submitted and granted for all 62 concessions, a reduction over the previously announced cost of €3,000,000. If MDC proceeds with the new magnetite mining project, this additional payment would be made within four months from the decision notice date on which the permits or licenses are issued. This additional amount will be reduced to €1,800,000 if MDC proceeds with the project but does not obtain all mining permits for the total 62 concessions in its initial submission for permitting. No net royalties will be due on any proceeds from commercialization of the project.

During the fiscal year ended December 31, 2023, the Company decided not to reply to a government mining authority on one of its permits. Although the permit is not yet terminated, the Company has impaired the property for the total value of the asset carried in the accounts of $27,282. The Company has the option to reapply for the permit in the future.

The Company has lodged $335,959 (€229,700) with the Spanish government to fulfill potential environmental obligations. The amount is classified as reclamation bond.

Okohongo Copper Project, Namibia

The Okohongo Copper Silver Property ("Okohongo") comprises one Exclusive Prospecting License ("EPL"), known as EPL7071, encompassing approximately 13,825 hectares that expires June 12, 2023.

Himba purchased a 95% interest in the property from Thunder Gold Corp. ("TG") for $1 million USD ($1,325,015 CAD) in cash and by issuing a $1 million USD ($1,354,400 CAD) convertible debenture. The convertible debenture has a maturity date of October 28, 2025, and can be converted any time at $0.40 CAD for a share and a share purchase warrant with an exercise price of $1.20 CAD and term of three years from the issue date.

Under additional terms of the agreement, the Company:

• Grants to TG a 1.0% Net Smelter Return royalty ("NSR") over its' interest in the
  Okohongo property with the right of the Company to purchase 0.25% of the NSR for US$1.0 million,
• Agrees to pay to TG $1.0 million USD and issue $1.0 million USD of shares if a NI 43-101 compliant mineral resource estimate is outlined on the Okohongo property exceeding 50 million tonnes of copper at greater than or equal to 1.0% Cu equivalent, and
• Agrees to pay to TG the transaction taxes from Okohongo asset proceeds once commercial production on the property is achieved.

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Selected Annual Financial Information for Iron Bull

Financial Results

The Company had $40,496 in operating revenue for the nine months ended September 30, 2024. There was nil revenue in 2023. For the nine months ended September 30, 2024, the Company had a net loss of ($5,601,785) (2023 - loss of $4,589,425).

Total expenses of $3,504,405 related to general administration in the nine months ended September 30, 2024 (2023 - $3,508,438). The Company financial performance reflects the focus on activities and spending required to commercialize the catalytic converter project.

Interest costs were $409,104 (2023 - $258,080), the increase is due to the addition of the notes payable and debentures, and new Greeneville lease.

Management and employee costs were $1,663,659 (2023 - $1,272,327), labour costs have increased due to the addition of resources the Company added to assist in the ramp up of activity in Tennessee. This included the new position of VP of Operations.

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Office and general costs were $49,850 (2023 - $63,666) as there was a decrease due to the plant in Greeneville being set up.

Public listing costs were $323,715 (2023 - $235,764), this includes investor relations and regulatory filing costs. They are up in 2024 due Q2 rights offering.

Professional fees were $240,500 (2023 - $482,103), relate to audit and legal fees. 2023 incurred significant legal costs transferring Regenx from the TSX to the CSE.

Project costs were $563,983 (2023 - $518,477), these costs reflect the costs related to the research and development undertaken for the catalytic converter project.

Share-based payments were $123,168 (2023 - $503,538) in 2024 to date. During the first nine months of 2024, 12.3M warrants were issued, and 2.75M options were granted.

Travel costs were $130,426 (2023 - $174,483). The costs relate to the requirement of travel to Tennessee to support that operation.

The Company interest income of $86,223 (2023 - $79,884) due to the $2,000,000 note receivable that carries a 5% interest rate from a third party.

The company recognized a loss of $1,038,745 (2023 - $763,303) on minority interest in our equity investment in Iron Bull. The Company owns a 31.8% interest in Iron Bull Mining. Iron Bull Mining incurred significant costs in 2022 and 2023 RTO reorganization. Their 2024 costs have been for legal fees and the development of mining projects, along with a write down of assets due to the sale of MDC.

$598,123 was expensed as amortization in 2024 (2023 - $487,671).

The company recognized a gain of $10,567 (2023 - $70,728) on foreign exchange based on the changing value of the USD to the Canadian dollar.

The company recognized a loss from discontinued operations of $591,329 due to the July 1, 2024 purchase of MDC. After the purchase, the value of the asset was written down. MDC also incurred minimal expenses since July 1.

Quarterly Results

The Company had operating revenue of $40,694 for the three months ended September 30, 2024. There was nil revenue in 2023. For the three months ended September 30, 2024, the Company had a net loss of ($2,846,433) (2023 - loss of $1,966,306).

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Total expenses of $1,118,587 related to general administration in the three months ended September 30, 2024 (2023 - $1,733,996). The Company financial performance reflects the focus on activities and spending required to commercialize the catalytic converter project.

Interest costs were $109,521 (2023 - $150,501), the due to the notes payable and debentures, and new Greeneville lease.

Management and employee costs were $606,150 (2023 - $497,232), labour costs have increased due to the addition of resources the Company added to assist in the ramp up of activity in Tennessee including the addition of the position of VP of Operations.

Office and general costs were $16,285 (2023 - $21,362).

Public listing costs were $124,820 (2023 - $89,449), this includes investor relations and regulatory filing costs.

Professional fees of $40,538 (2023 - $248,650), relate to audit and legal fees.

Project costs were $147,649 (2023 - $254,689), these costs reflect the costs related to the research and development undertaken for the catalytic converter project.

Share-based payments were $14,643 during the three months ended September 30, 2024 (2023 - $413,562).

Travel costs were $58,981 (2023 - $58,551). The costs relate to the requirement of travel to Tennessee to support that operation.

The Company interest income of $29,641 (2023 - $26,950) due to the $2,000,000 note receivable that carries a 5% interest rate from a third party.

The company recognized a loss of $941,404 (2023 - $178,693) on minority interest in our equity investment in Iron Bull. The Company owns a 31.8% interest in Iron Bull Mining. Iron Bull Mining incurred significant costs in 2022 and 2023 RTO reorganization. Their 2024 costs have been for legal fees and the development of mining projects. They incurred a significant write down due to the sale of MDC.

$276,793 was expensed as amortization in the three months ended September 30, 2024 (2023 - $153,911).

The company recognized a gain of $18,378 in the three months ended September 30, 2024 (2023 - $73,344) on foreign exchange based on the changing value of the USD to the Canadian dollar.

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Equipment

For the nine months ended September 30, 2024, the expenditures on equipment were $270,935 (2023 - $1,269,047) The 2023 capital expenditures were for major components of Module One. The 2024 expenditures have been for maintenance and improvements.

Intangible Assets

The September 30, 2024, balance was $117,713 (2023 - $331,854) the reduction is due to the amortization of charged against the account.

Most of the intangible assets are the technology assets acquired as part of the original purchase of the private company Mineworx Technologies Inc. that was acquired in 2015 and is being amortized over a ten-year life.

Liquidity and Capital Resources

On September 30, 2024, the Company's cash position was $238,483 (2023 - $304,656) and the working capital was $257,799.

Net cash used in operating activities for the nine months ended September 30, 2024, was $2,931,288 (2023 - $3,240,767), which relates primarily to general and administrative expenses offset by working capital expenses due to timing of expenditures. Management is currently working on other financing opportunities to assist with the current cash position.

Net cash used in investing activities for the nine months ended September 30, 2024, was $694,003 (2023 - $1,269,047). Approximately half of this was spent on equipment, and the other half is a reclamation bond with the Spanish government for MDC.

Net cash used in financing activities for the nine months ended September 30, 2024, was an inflow of $3,559,118 (2023 - 3,015,752). In 2024, Regenx had a very successful rights offering which raised almost $3M. They have also generated cash from debentures and promissory notes. Debentures were also issued in the first nine months of 2023.

The Company and Project are now generating revenue. It is expected that the working capital balance will follow a cycle of reduction and replenishment. Management currently follows a policy of raising only sufficient capital to carry out its near-term plans. This policy is meant to minimize dilution of shareholders' positions by raising capital when the stock price is at higher levels.

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Regenx Tech Corp.

Management Discussion and Analysis

Nine months ended September 30, 2024

Capital Commitments

The Company had no commitments for property and equipment expenditures as of September 30, 2024. All capital expenditures for Module One have been paid for as of this date. The Company expects that any property and equipment expenditures incurred, based on future needs, will be funded from working capital and/or from operating or capital leases. Future Project expansion of Modules Two to Four will only occur when the Company is generating sufficient cash flow. As of September 30, 2024, due to having no revenue generation, debt financing to expand the Project with more Modules is not an option.

Transactions with Related Parties

The amounts due to officers of the Company are as follows:

1. These amounts are for advances, expenses, and consulting fees. They are unsecured, non-interest bearing and have no fixed terms of repayment.

Risks and Uncertainties

EnviroMetal Relationship

Effective March 21, 2017, the Company spun-out leaching technology it had acquired the rights to and tested in 2016. The technology was spun-out to EnviroMetal Technologies Inc, ("EnviroMetal"). Later in the year, the two companies formed a joint venture to unite the two processes in an economic venture to pursue opportunities in the E-Waste sector. EnviroMetal has an 80% equity share and Regenx has a 20% equity share of the joint venture entity. Regenx accounts for the entity using the equity method.

Regenx and EnviroMetal are currently disputing operational and financial issues related to the e-waste joint venture. As part of this dispute, EnviroMetal has not provided the Company with access to the financial information of the joint venture. Due to the lack of financial information, the Company reported no contribution from the joint venture during 2023 or 2022.

In February 2020, Regenx entered into a non-binding Letter of Intent (LOI) to develop technology related to extraction of Platinum and Palladium from catalytic converters. After preliminary work was completed by Regenx personnel in the EnviroMetal facility, it was decided that Regenx would not continue to stage 2 of the LOI.

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