Q4 2024 MDA RGX

Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 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 interim condensed consolidated financial statements for the twelve months ended December 31, 2024 and 2023 and the notes thereto and the Annual MD&A for December 31, 2023 and 2022.

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 February 26, 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

Twelve months ended December 31, 2024

Discussion of Operations

Regenx Tech is a cleantech, urban mining company that recycles end-of-life diesel catalytic converters using its innovative and environmentally friendly proprietary technology for the recovery of precious metals, such as platinum and palladium.

In the twelve months ending December 31, 2024, the Company brought Module One online. This is our commercial plant which is now located in Newport, Tennessee. The Regenx system is

1. one-of-a-kindtechnology 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.

In 2024 the Company was successful in generating revenue for the first time with Module 1. We have been selling black powder to global refiners. We have closed the loop and have proven that both the Companies process, and chemistry works.

As the Company ramped up production and increased capacity during the summer we incurred an unexpected equipment failure. The glass lined reactors used in the process experienced significant wear causing them to be deemed unsafe to operate. Compounding the equipment issues, the effects of Hurricane Helene created substantial flooding which required the shutdown of our facility.

The lease for this facility was ending in November 2024 and although we had options to renew for 2 additional 1-year terms the new landlords informed us that they planned not to renew for any term after our options expired. The Company took this as an opportunity to investigate the market for new space. We found a new space in an adjacent community that provided a larger space better suited to our needs at a lower total cost than the Greeneville facility. The move allowed us to reimagine and rebuild based on the past year's learnings to make a more efficient system. New equipment was ordered and will be arriving early 2025. During the process of moving, we were able to continue processing material utilizing temporary equipment at the Greeneville facility.

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 an International Precious Metals Institute (IPMI) meeting who is now willing to initiate a partnership in dealing with heavy equipment OEMs. This further solidifies the recognition that these global entities are seeing in Regenx. Regenx is now regularly sending 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 a significant economic opportunity.

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

During the twelve 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. The laboratory was also successful in securing federal funding from the Canadian Government up to $50K during Q4, 2024.

Iron Bull Mining

As of December 31, 2024 and December 31, 2023, Regenx owned 29.8% 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.

On July 1, 2024, Regenx Tech Corp. purchased from Iron Bull Mining Inc. all outstanding shares in Magnetitas del Cehegin, S.L. ("MDC"), all rights to land, minerals, mineral permits and other claims associated with the Cehegin 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 29.8% ownership in Iron Bull and the copper assets.

As of December 31, 2024 Regenx does not plan to further pursue the Cehegin project and it has been abandoned. As a result, the Company is valuing the exploration assets at nil as per IFRS 5.13, but we are continuing to look for a purchaser for the Cehegin asset.

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

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

• Agrees to pay to TG the transaction taxes from Okohongo asset proceeds once commercial production on the property is achieved.

Selected Annual Financial Information for Iron Bull

Financial Results

The Company had $177,840 in operating revenue for the twelve months ended December 31, 2024. There was nil revenue in 2023. For the twelve months ended December 31, 2024, the Company had a net loss of ($5,111,743) (2023 - loss of $6,358,492).

Total expenses of $4,829,546 related to general administration in the twelve months ended December 31, 2024 (2023 - $4,869,409). The Company financial performance reflects the focus on activities and spending required to commercialize the catalytic converter project.

Interest costs were $573,556 (2023 - $548,089), the increase is due to the addition of notes payable and debentures.

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

Management and employee costs were $2,117,641 (2023 - $1,793,711), 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.

Office and general costs were $77,788 (2023 - $88,302). 2023 incurred additional costs due to the set up of the Greeneville facility.

Public listing costs were $365,237 (2023 - $364,872), this includes investor relations and regulatory filing costs.

Professional fees were $292,900 (2023 - $643,509), relate to audit and legal fees. 2023 incurred significant legal costs transferring Regenx from the TSX to the CSE.

Project costs were $786,578 (2023 - $642,690), these costs reflect the costs related to the research and development undertaken for the catalytic converter project. There was an increase in 2024 as we started processing material.

Share-based payments were $412,318 (2023 - $569,467) in 2024 to date. These are made up of both stock options and warrants. In 2023, 5,050,000 options and no warrants were issued. In 2024, 6,450,000 options and 12,557,530 warrants were issued.

Travel costs were $147,080 (2023 - $218,768). The costs relate to the requirement of travel to Tennessee to support that operation. Less travel was needed in 2024 after the facility was shut down in the fall.

The Company interest income of $114,634 (2023 - $107,231) due to the $2,000,000 note receivable that carries a 5% interest rate from a third party.

The company recognized a loss of $976,286 (2023 - $963,358) on minority interest in our equity investment in Iron Bull. The Company owns a 29.8% 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.

$862,909 was expensed as amortization in 2024 (2023 - $648,455). There was an increase in 2024 as Module One started amortizing.

The company recognized a loss of $19,025 (2023 - loss of $12,455) 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

Twelve months ended December 31, 2024

The company recognized a loss from discontinued operations of $724,978 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 $137,146 for the three months ended December 31, 2024. There was nil revenue in 2023. For the three months ended December 31, 2024, the Company had a net gain of $420,425 (2023 - loss of $1,569,012).

Total expenses of $1,325,141 related to general administration in the three months ended December 31, 2024 (2023 - $1,360,971). The Company financial performance reflects the focus on activities and spending required to commercialize the catalytic converter project.

Interest costs were $164,452 (2023 - $290,009), due to outstanding debentures and notes payable. We had less debt outstanding to investors year over year due to the retirement of a $2M debenture.

Management and employee costs were $453,982 (2023 - $521,385). They were down in this quarter, year over year due to staff layoffs that occurred after hurricane Helene.

Office and general costs were $27,938 (2023 - $24,636).

Public listing costs were $41,522 (2023 - $129,108), this includes investor relations and regulatory filing costs. We hired investor relations consultants in 2023 which increased the costs that quarter of 2023.

Professional fees of $52,400 (2023 - $161,405), relate to audit and legal fees. 2023 legal costs were higher than normal due to the assistance required with debenture and warrant documentation.

Project costs were $222,596 (2023 - $124,213), these costs reflect the costs related to the research and development undertaken for the catalytic converter project. Costs are higher in 2024 due to the processing of material.

Share-based payments were $289,150 during the three months ended December 31, 2024 (2023 - $65,929). In Q4 2023, 2,133,334 options were issued to a consultant which were immediately converted. In Q4, 2024, 5,700,000 options were issued to management and consultants of the company. 301,000 warrants were also issued in Q4, 2024.

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

Travel costs were $16,654 (2023 - $44,285). The costs relate to the requirement of travel to Tennessee to support that operation. Due to the shut down of the facility, less travel was required.

The Company interest income of $28,401 (2023 - $27,347) due to the $2,000,000 note receivable that carries a 5% interest rate from a third party.

The company recognized a gain of $62,459 (2023 - loss of $178,693) on minority interest in our equity investment in Iron Bull. This gain is due to the change in foreign exchange. The Company owns a 29.8% 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.

$264,785 was expensed as amortization in the three months ended December 31, 2024 (2023 - $160,783). The amortization is higher year over year as we started amortizing Module One in 2024.

The company recognized a loss of $19,025 in the three months ended December 31, 2024 (2023 - $42,780) on foreign exchange based on the changing value of the USD to the Canadian dollar.

Equipment

For the twelve months ended December 31, 2024, the expenditures on equipment were $317,003 (2023 - $1,439,391) The 2023 capital expenditures were for the initial fabrication of Module One. The 2024 expenditures have been for replacements and improvements.

Intangible Assets

The December 31, 2024, balance was $46,333 (2023 - $331,854) the reduction is due to the amortization of charged against the account.

Some 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.

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

Liquidity and Capital Resources

In the second quarter, the Company had a successful Rights Offering that closed with an over subscription. We also had success later in the year, raising more funds via debentures. 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.

On December 31, 2024, the Company's cash position was $28,796 (2023 - $304,656) and the working capital was $7,508.

Net cash used in operating activities for the twelve months ended December 31, 2024, was $3,942,873 (2023 - $4,254,772), of which half was made up from the gain on debt retirement. Other costs relate 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 twelve months ended December 31, 2024, was $277,554 (2023 - $1,688,210). $317,000 was spent on equipment replacements and improvements. The difference was cash received from the investment in MDC.

Net cash used in financing activities for the twelve months ended December 31, 2024, was an inflow of $3,942,327 (2023 - 4,723,748). In 2024, Regenx had a very successful rights offering which raised almost $3M. They have also generated cash from debentures and promissory notes with some of that debt being paid back during the year. Debentures were also issued in 2023.

Capital Commitments

The Company had no commitments for property and equipment expenditures as of December 31, 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.

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Regenx Tech Corp.

Management Discussion and Analysis

Twelve months ended December 31, 2024

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.

On May 10, 2021, the Company provided notice to EnviroMetal that Regenx was exercising its Put Option under the joint venture agreement which requires EnviroMetal to purchase the Regenx's 20% ownership share at its fair market value. Per public documents, EnviroMetal is no longer pursuing e-waste technology. As a result, Management decided to write down total net minority interest in EnviroMetal to nil. The company is still pursuing the interest under the joint venture agreement as part of the ongoing legal proceedings.

On June 22, 2021, EnviroMetal filed a Statement of Claim against Regenx and certain employees of the Company alleging breach of confidentiality regarding the LOI. Regenx maintains that the lawsuit is without merit and has filed a defense against the claim and

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