Star Metro - CHAR Technologies Announces C$2M Private Placement

Each Unit will comprise one common share of the Company ("Share") and one-half of a share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one Share for twenty-four months after the closing of the Offering at a price of CDN$0.35.

The BMI Group, through its 50%-owned joint venture, BMI Industrial, will be subscribing for 4,255,500 Units, representing 50% of the Offering. The BMI Group currently holds 10,000,000 Shares of the Company through its wholly-owned subsidiary, Bioveld Canada. Upon completion of the Offering, it is anticipated that the BMI Group, across its affiliated entities, will beneficially own or control greater than 10% of the issued and outstanding Shares of the Company, thereby becoming a new "Insider" of the Company pursuant to the policies of the TSX Venture Exchange.

The remaining Units under the Offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada, and are being offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirement available under Section 2.3 of Ontario Securities Commission Rule 72-503 - Distributions Outside Canada ("OSC 72-503"), and accordingly, the securities issued pursuant to OSC 72-503 will not be subject to resale restrictions. All securities issued to purchasers in Canada pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company confirms that the Offering is not a Related Party Transaction

Proceeds of the Offering will be used for general working capital, to support ongoing project development work to continue to progress the Company's project pipeline, and to support emerging strategic initiatives.

The Company may pay finder's fees on a portion of the Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation.

The closing of the Offering is expected to occur on or around February 27, 2026 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.

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 "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About CHAR Tech

CHAR Tech (TSXV:YES) first-in-kind high temperature pyrolysis (HTP) technology processes unmerchantable wood and organic wastes to simultaneously generate two renewable energy revenue streams, renewable natural gas (RNG) or green hydrogen and a solid biocarbon that is a carbon neutral drop-in replacement for metallurgical steel making coal.

CHAR's HTP is an ideal waste to energy solution that aligns with the global green energy transition by diverting waste from landfills and generating sustainable clean energy to decarbonize heavy industry.

For further information, please contact:

Website: www.chartechnologies.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy of this news release.

Forward-Looking Statements

Statements contained in this press release contain "forward-looking information" within the meaning of Canadian securities laws ("forward-looking statements") about CHAR and its 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. Forward-looking statements include, but are not limited to, statements relating to the Offering, the anticipated benefits of, and rationale for, the Offering, statements regarding the intended use of proceeds of the Offering, expectations regarding the offtake agreement, future plans, operations and activities, expectations regarding the scale up of production, the anticipated development of additional project sites on an expedited basis, and other statements that are not historical facts. 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, among others, the timing and ability of CHAR to obtain final approval of the Offering from the TSX Venture Exchange and 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 26, 2026 for the year ended September 30, 2025, and available under CHAR's profile on www.sedarplus.ca. 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.

SOURCE: CHAR Technologies Ltd.

View the original press release on ACCESS Newswire

S.Belanger--SMC