NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, March 16, 2022 (GLOBE NEWSWIRE) — CHAR Technologies Ltd. (“CHAR Technologies” or the “Company”) (TSX Venture Exchange: YES) is pleased to announce its intention, in response to investor demand, to further increase the size of the $3,000,000 non-brokered private placement (the “Offering”) it announced on February 9, 2022, to a final total size of up to $4,894,881.
The size of the Offering was first increased from $3,000,000 to $4,605,000, as announced in the Company’s March 8, 2022 news release. The Company now intends tos a further increase of up to 644,181 units at the offering price of $0.45 per unit for additional gross proceeds of up to $289,881. The total Offering will now amount to up to 10,877,514 units at a price of $0.45 per unit for gross proceeds of up to $4,894,881. The other terms of the Offering will remain unchanged.
Each unit will comprise one common share of the Company (“Share”) and one-half share purchase warrant (“Warrant”). Each Warrant will entitle the holder to acquire one Share for eighteen months after the closing of the Offering at a price of $0.60.
The majority of the Offering is expected to be raised from existing shareholders, and current and former directors, executive officers, business associates and employees, some of whom are insiders of the Company. Any participation by insiders in the Offering would constitute a “related party transaction” ” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company’s market capitalization.
CHAR Technologies intends to use the net proceeds of the Offering to advance the development of both contracted and earlier stage projects and for general working capital needs.
The closing of the Offering is now expected to occur in mid-March 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities .
The Company may pay a finder’s fee equal to 6% of the value of select proceeds raised under the Financing plus 6% in broker warrants up to $2,666,045. The remaining $2,228,836 raised would not include any commissions or broker warrants as it relates to funds raised by the Company from insiders, friends and family and existing shareholders.
The securities issued under the Offering, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ” US Securities Act “), or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About CHAR Technologies
CHAR Technologies Ltd. is a cleantech development and services company, specializing in organic waste pyrolysis and biocarbon development, custom equipment for industrial air and water treatment, and providing services in environmental management, site investigation and remediation, engineering, environmental compliance and resource efficiency.
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Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
Statements contained in this press release contain “forward-looking information” within the meaning of Canadian securities laws (“forward-looking statements”) about CHAR and is business and operations. The words “may”, “would”, “will”, “intend”, “anticipate”, “expect” and similar expressions as they relate to CHAR, are intended to identify forward- looking information. Such statements reflect CHAR’s current views and intentions with respect to future events, and current information available to CHAR, and are subject to certain risks, uncertainties and assumptions, including those risk factors discussed or referred to in CHAR’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada, including the Management Discussion & Analysis dated January 31, 2022 and available under CHAR’s profile on www.sedar.com. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, CHAR does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and CHAR undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.