Sale of ‘Colostrinin’ Assets to Sterling Technology Inc.

Dear Shareholder,

Apologies for not having contacted you for so long, but we have been working hard to find new distributors for Colostrinin and even an outright buyer for the company as a going concern. We have done this whilst continuing to minimize costs eg. letting expensive patents lapse and continuing to defer salaries.

With regard to distribution of Colostrinin as a nutritional supplement it has been a difficult situation. Over the last few years, several of our existing distributors have experienced regulatory issues or have had their own internal problems. Metagenics who sell to the professional market in the USA have not seen any significant growth in Colostrinin sales and have introduced a combination product which has seemingly not fared any better. They did not place an order in 2016, 2017 or the early part of 2018. Our Cypriot distributor (Golgi) has seemingly gone out of business and our Turkish distributor (Eczacibasi) dropped the product several years ago due to regulatory problems. Our Australian, Brazilian and Polish and UK distributors were also forced to cease ordering due to regulatory issues in their respective countries. Our original Indian distributor (USV) dropped the product and a new Indian distributor that we thought we had secured was thwarted when the regulatory agency dealing with their request to market the product unexpectedly closed.

With regard to selling the company as a ‘going concern’, we have talked to several organisations but these discussions have not led to serious offers.

With a view to making the company more attractive to potential buyers we have managed to pay-off our overdraft (GCPL) and have successfully obtained a complete waiver of the significant loan/interest that was outstanding to Tiziana Life Sciences (approximately £350K). This is the loan they inherited when they took over the ReGen plc listing from Alexander David Investments. At the time Tiziana were not interested in taking on the Colostrinin business as it fell outside their focus as an anticancer development company’. Also Norman Lott and I have now waived all claim to the ‘salary’ that we have deferred for the last five years. Leaving the only ‘debt’ as deferred and future payments due under the one remaining ‘Inventor’ agreement (see below).

Given the above, we now believe that it is time to take firm steps to place Colostrinin in the hands of another company that may be in a better position than RGTL to exploit the product commercially and potentially offer shareholders some future return.

Believing it to be in the best interests of all shareholders, we have now sold the assets of the company (essentially the Colostrinin business) to our contract manufacturer Sterling Technology Inc in exchange for a royalty stream of 10% on sales, for five years. Sterling will pay 90% of this to RGTL and 10% direct to Mr Tom Inglot (successor to Dr Anna Inglot) in exchange for his waiver of deferred and future payments under the remaining Inventor’s agreement. To obtain this waiver I have also transferred 100,000 RGTL shares from my own personal holding to Mr. Inglot.
As we still believe in the product (and so do Sterling), selling the company’s assets (Colostrinin) to Sterling offers the prospect of finally obtaining high volume, retail sales in the USA and a longer term upside for shareholders. As our current contract manufacturer and a colostrum specialist, Sterling is ideally placed to achieve the cost/price structure that the retail market requires. It should be noted that Sterling have already shown their commitment (prior to the signing of the deal) by paying approximately $10K in renewal fees for our USA ‘process’ and ‘use’ patents. Without this RGTL would have had no alternative but to let these patents lapse. Based on ‘good faith’ sales estimates from Sterling the deal allows for the possibility of royalties up to a maximum of One Million US Dollars over the five year period. Sterling has already secured several contracts to supply Colostrinin in the USA, including taking over the contract to supply Metagenics.

For now RGTL will continue to exist as a totally debt free ‘shell’ company, with myself remaining as the sole director and Norman Lott continuing to administer finances. The royalties from Sterling will be paid into the shell. In addition, we will endeavour to find another company with new assets that they might wish to reverse into it.

The attraction of this to another company would be Regen’s large shareholder base and revenue stream, with the new entity possibly being used as a platform to be launched as a public company listed on an exchange where the shares could once more be traded publicly.

In order to continue to contain costs, further information will only be issued via this website. Please feel free to draw the attention of other shareholders to this either directly or via relevant bulletin boards.

Sincerest Regards,

Tim Shilton, CEO