BC FORM 51-102F3

Material Change Report

Item 1. Name and Address of Company

State the full name and address of your company and the address of its principal office in Canada.

REG TECHNOLOGIES INC.

#240 – 11780 Hammersmith Way

Richmond, BC V7A 5E9

Phone: (604) 278-5996

Item 2.

Date of Material Change

State the date of the material change.

May 18, 2011

Item 3.

News Release

State the date and method(s) of dissemination of the news release issued under section 7.1 of National

Instrument 51-102.

May 18, 2011

The press release relating to this material change was distributed and filed by,

Marketwire, Marketnews Publishing, Inc. and Stockwatch on May 18, 2011.

Item 4.

Summary of Material Change

Provide a brief but accurate summary of the nature and substance of the material change.

The Company provided a second fabrication progress report of the RadMax™ assembly.

Item 5.

Full Description of Material Change

Supplement the summary required under Item 4 with the disclosure that should be sufficient disclosure to

enable a reader to appreciate the significance and impact of the material change without having to refer to

other material. Management is in the best position to determine what facts are significant and must disclose

those facts in a meaningful manner. See also Item 7.

Some examples of significant facts relating to the material change include: dates, parties, terms and

conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values,

reasons for the change, and a general comment on the probable impact on the issuer or its subsidiaries.

Specific financial forecasts would not normally be required.

Other additional disclosure may be appropriate depending on the particular situation.

For a full description of the material change, see Schedule “A”.

Item 6.

Reliance on subsection 7.1(2) of National Instrument 51-102

If this report is being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument

51-102, state the reasons for that reliance.

Not applicable.

Instruction:

Refer to subsections 7.1(5) and (7) of National Instrument 51-102 concerning continuing obligations in

respect of reports filed under subsection 7.1(2) of National Instrument 51-102.

Item 7.

Omitted Information

State whether any information has been omitted on the basis that it is confidential information.

In a separate letter to the applicable regulator or securities regulatory authority marked “Confidential”

provide the reasons for your company’s omission of confidential significant facts in the Report in sufficient

detail to permit the applicable regulatory or securities regulatory authority to determine whether to exercise

its discretion to allow the omission of these significant facts.

Not applicable.

Instruction:

In certain circumstances where a material change has occurred and a material change report has been or is

about to be filed but section 85 of the Act will no longer or will not be relied upon, a reporting issuer may

nevertheless believe one or more significant facts otherwise required to be disclosed in the material change

report should remain confidential and not be disclosed or not be disclosed in full detail in the material

change report.

Item 8.

Executive Officer

Give the name and business telephone number of an executive officer of your company who is

knowledgeable about the material change and the Report, or an officer through whom the executive officer

may be contacted.

John G. Robertson

President

(604) 278-5996

Item 9.

Date of Report

DATED at Richmond, British Columbia this 3^rd day of June , 2011.

REG TECHNOLOGIES INC.

Per:

“John Robertson”

(Authorized Signatory)

John Robertson, President

(Print name and title)

SCHEDULE “A”

REG TECHNOLOGIES INC.

www.regtech.com

REGI U.S., INC.

www.regiinc.com

#240 – 11780 Hammersmith Way

Richmond, BC V7A 5E9

Phone: 604-278-5996 Fax: 604-278-3409

Toll Free: 800-665-4616

N E W S R E L E A S E

REGI U.S., Inc. (“REGI” or “RGUS”)

Reg Technologies Inc. (“Reg” or “RRE.V” or “REGRF”)

REG TECHNOLOGIES INC. AND REGI U.S., INC.

RELEASE SECOND PROTOTYPE RADMAX™ ASSEMBLY

FABRICATION PROGRESS REPORT

For Immediate Release: May 18, 2011. Vancouver, BC – REGI U.S., Inc. (OTC BB: RGUS,

Frankfurt Stock Exchange: RGJ) and Reg Technologies Inc. (TSX Venture Exchange: RRE.V, OTC

BB: REGRF) are pleased to provide the second fabrication progress report for the prototype

RadMax™ Diesel Engine.

We estimate that approximately one-third of all fabrication work is complete, resulting in us being

ahead of schedule and under budget.

As of the date of this release, the fabrication progress is as follows:

• The Rotors have completed their first-pass rough turning process within .030-inch of final. As

of this report, the following Rotor fabrication operations have been completed: Outer surface,

Neck, Driveshaft Slot, and Combustion Chamber.

• The Cams have completed their initial rough turning passes. The reason for the two-pass

turning process is because the metal “moves” (stretches or deforms) after the machining

process. To maintain our high-tolerance requirements, the two-passes are required.

• Fabrication of the 24 Vane-Actuator assemblies is complete. This includes completion of the

Vanes, Connecting Tubes, Axles, Wheels, Wrist Pins, and integration with commercial wheel

bearings.

Steps in detail of our work leading to RadMax™ test and certification were presented in our March 8,

2011 news release.

A picture of the rotor fabrication progress and new machining center is available on the Companies’

websites at www.regtech.com (Reg Technologies Inc.) and www.regiinc.com (REGI U.S., Inc.). The

following are direct links:

Reg:

http://www.regtech.com/images/rotor.jpg http://www.regtech.com/images/newmachineatpath.jpg

REGI: http://www.regiinc.com/images/rotor.jpg http://www.regiinc.com/images/newmachineatpath.jpg

Robert Grisar, Vice President of Engineering for REGI U.S., Inc. said, "The recent award of the

RadMax™ patent by the USPTO has energized all of our fabrication subcontractors. The unique

parts are evolving quickly. The close coordination and frequent reviews ensure all critical dimensions

and tolerances are achieved, on schedule and within planned cost".

ABOUT REGI U.S., INC. AND REG TECHNOLOGIES INC.

Reg Technologies Inc. and REGI U.S., Inc. are developing for commercialization an improved axial

vane type rotary engine known as the Rand Cam™/RadMax™ rotary technology used in the

revolutionary design of lightweight and high efficiency engines, compressors and pumps. The

RadMax™ engine has only two unique moving parts, the vanes (up to 12) and the rotor, compared

to the 40 moving parts in a simple four-cylinder piston engine. This innovative design makes it

possible to produce up to 24 continuous power impulses per one rotation that is vibration-free and

extremely quiet. The RadMax™ engine also has multi-fuel capabilities allowing it to operate on

fuels including gasoline, natural gas, hydrogen, propane and diesel. For more information, please

visit www.regtech.com or www.regiinc.com.

ON BEHALF OF THE BOARD OF DIRECTORS

REGI U.S., Inc.

Reg Technologies Inc.

"John Robertson"

John Robertson

President

Contacts: REGI U.S., Inc. and

Reg Technologies Inc.

John Robertson, 1-800-665-4616

READER ADVISORY

Statements in this press release regarding the business of Reg Technologies Inc. and REGI U.S, Inc. (together the “Companies’”)

which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including management's

assessment of future plans and operations, and capital expenditures and the timing thereof, certain of which are beyond the

Companies' control. There can be no assurance that such statements will prove accurate, and actual results and developments are

likely to differ, in some case materially, from those expressed or implied by the forward-looking statements contained in this press

release. Readers of this press release are cautioned not to place undue reliance on any such forward-looking statements.

Forward-looking statements contained in this press release are based on a number of assumptions that may prove to be incorrect,

including, but not limited to: the impact of competitive products and pricing, the Companies' dependence on third parties and

licensing/service supply agreements, and the ability of competitors to license the same technologies as the Companies or develop

or license other functionally equivalent technologies; financing requirements; changes in laws, rules and regulations applicable to

the Companies and changes in how they are interpreted and enforced, delays resulting from or inability to obtain required

regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic

conditions in Canada, and the United States, industry conditions, increased competition, the lack of availability of qualified

personnel or management, fluctuations in foreign exchange, stock market volatility and market valuations of companies with respect

to announced transactions. The Companies’ actual results, performance or achievements could differ materially from those

expressed in, or implied by, these forward-looking statements, including those described in Reg Technologies’ financial statements,

management discussion and analysis and material change reports filed with the Canadian Securities Administrators and available at

www.sedar.com, and its Form 20-F filed with the United States Securities and Exchange Commission at www.sec.gov, and REGI’s

Form 10-KSB annual report filed with the United States Securities and Exchange Commission at www.sec.gov. Accordingly, no

assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of

them do so, what benefits, including the amount of proceeds, that the Companies will derive therefrom.

Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether

written or oral, attributable to the Companies or persons acting on its behalf are expressly qualified in their entirety by these

cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this

news release and the Companies do not undertake any obligation to update publicly or to revise any of the included forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities

laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture

Exchange) accepts responsibility for the adequacy or accuracy of this release.

REG TECHNOLOGIES INC 6-K