Star Metro - CHAR Tech Announces Planned Acquisition of Biocarbon Assets in Québec, Including 62,500 Tonne Offtake, Facility and IP

Highlights:

• Acquisition of Québec-based, biocarbon pellet production facility and all associated hard assets

• Execution of an offtake agreement for 62,500 tonnes of biocarbon over five years (12,500 tonnes per year)

• Transfer of proprietary intellectual property related to biocarbon pellet production

CHAR Technologies Ltd. ("CHAR Tech" or the "Company"), a leader in sustainable biomass energy solutions, announces it has entered into a binding asset purchase agreement (the "Purchase Agreement") as of April 15, 2026 with an arm's length Québec-based metals and biocarbon company (the "Seller"), to acquire the Seller's Biocarbon assets (the "Acquisition"). The Acquisition includes the physical pilot and demonstration production facility located in Québec, proprietary intellectual property and the assumption of related liabilities. A definitive biocarbon offtake agreement will also be entered with the Seller, securing 62,500 tonnes of supply over five years at 12,500 tonnes per year (the "Offtake Agreement").

Transaction Overview

After significant development work, the Seller's site is now poised for commercial upgrades to allow for the production of up to 15,000 tonnes per year of pelletized biocarbon. Once upgraded, the facility will then process CHAR Tech's raw biochar into biocarbon pellets suitable for heavy industrial decarbonization.

The Offtake Agreement, for 62,500 tonnes over five years provides CHAR Tech long-term revenue visibility at the corporate level, and the flexibility to support the acquired facility and offtake with raw biochar and biocarbon produced across the Company's growing project pipeline, including the Saint-Félicien and Lake Nipigon Renewable Energy Projects and future developments. The purchases under the Offtake Agreement are binding for the duration of the five year term, subject to limited, customary termination provisions including force majeure and disaster outs. The price per tonne of biocarbon payable under the Offtake Agreement is confidential due to commercial sensitivity.

The Acquisition is being completed for a total purchase price of US $1,000,000 on closing. Pursuant to the Offtake Agreement, CHAR Tech will also enter into a royalty agreement with the Seller (the "Royalty Agreement"), whereby CHAR Tech will pay approximately 3.5% of the expected biocarbon sales price in connection with product sold under the Offtake Agreement. The payments under the Royalty Agreement will be subject to a dollar cap, negotiated between the Seller and the Company. The Seller may also receive additional payments under the Royalty Agreement, subject to CHAR Tech achieving certain milestones.

The Acquisition is subject to customary closing conditions and is expected to close within the next week.

Strategic Rationale

CHAR Tech was identified as the right strategic partner to transition the Seller's biocarbon research and development into scalable commercial operations. CHAR Tech's proven track record in commissioning and operating biocarbon production facilities, most notably its commercial facility in Thorold, Ontario, provided the Seller with assurance that its proprietary intellectual property and purpose-built facility would be advanced by an operator with the technical and operational expertise to realize its full commercial potential. This agreement positions both companies to capitalize on growing market opportunities in industrial decarbonization.

Debt Financing

Concurrently with the closing of the Acquisition, CHAR Tech intends to enter into a secured loan agreement with Bioveld Canada (the "Lender") in the principal amount of C $3,500,000 (the "Loan"). The Loan shall be repayable October 31^st, 2026, and will bear interest at a rate of 12.5% per annum. In connection with the Loan, CHAR Tech will issue an aggregate of 2,000,000 common share purchase warrants ("Warrants") to the Lender, subject to the approval of the TSX Venture Exchange (the "TSXV"). Each Warrant shall be exercisable to purchase one common share of the Company (a "Common Share") at a price of C $0.35 per Common Share for a period of 12 months from the date of issuance.

The Warrants issued pursuant to the Loan and any Common Shares issuable upon exercise thereof will be subject to a hold period of four months and one day, under applicable Canadian securities laws and the concurrent TSXV hold period pursuant to the policies of the TSXV, if applicable. The proceeds of the Loan will be used to support satisfying Char Tech's obligations under the Purchase Agreement, ongoing expenses related to the Acquisition, to invest in plant upgrades and for general working capital purposes.

The Loan and issuance of Warrants in connection therewith is subject to the acceptance of the TSXV.

The Lender is not an insider of the Company and the Loan does not constitute a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

About CHAR Technologies Ltd.

CHAR Tech (TSXV:YES)(OTC:CTRNF)(FSE:68K) is a Canadian clean-technology company developing first-in-kind high-temperature pyrolysis ("HTP") systems that process unmerchantable wood and organic waste to generate two renewable energy revenue streams, renewable natural gas or green hydrogen, and a solid biocarbon that serves as a carbon-neutral, drop-in replacement for metallurgical coal.

CHAR Tech's HTP platform is also advancing a new vertical focused on the permanent destruction of PFAS in wastewater biosolids. Operating at temperatures sufficient to break down long-chain fluorinated compounds, the system enables municipalities and industrial operators to eliminate PFAS while converting biosolids into energy and low-carbon solid products.

For further information, please contact:

Website: www.chartechnologies.com

Neither the TSXV nor its Regulation Service Provider (as the term is defined in the policies of the TSXV) 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 Tech, are intended to identify forward-looking information. Forward-looking statements include, but are not limited to, statements relating to the Acquisition, the Loan, timing for full facility construction, securing project financing, expectations regarding the Offtake Agreement and timing for closing of the Acquisition and Loan, future plans, operations and activities, expectations regarding the scale up of production, the anticipated approval of the TSXV and other statements that are not historical facts. Such statements reflect CHAR Tech's current views and ‎intentions with respect to future events, and current information available to CHAR Tech, and are subject to ‎certain risks, uncertainties and assumptions, including, among others, those risk factors discussed or referred to in CHAR Tech's disclosure documents filed with the securities regulatory authorities in certain provinces of Canada, including the Management Discussion & Analysis dated January 27^th, 2026 for the fiscal year ended September 30, 2025, and available under CHAR Tech's profile on www.sedarplus.ca. Any such forward-looking information is expressly qualified in its ‎entirety by this cautionary statement. Moreover, CHAR Tech 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 Tech 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

A.Gagnon--SMC