NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Oct. 16, 2020 (GLOBE NEWSWIRE) — CHAR Technologies Ltd. (“CHAR Technologies” or the “Company”) (TSX Venture Exchange: YES) is pleased to announce that it has completed the non-brokered private placement (the “Offering”) described in its news release of October 5, 2020. In connection with the closing of the Offering, the Company issued an aggregate of 6,950,000 common shares in the capital of the Company (“Shares”) at a price of CDN$0.10 per Share for gross proceeds of CDN$695,000.
“The offering had an exceptional response, and was oversubscribed,” said Andrew White, CEO. There were a total of 29 participants in the offering, including all seven Directors and all of the Senior Management team.
One of the new shareholders, the Portfolio Manager for a Canadian Institutional Investor, offered comment on the Private Placement. “We see tremendous opportunity in the Cleantech Sector and believe that CHAR is well positioned to capitalize on that. We feel there is a meaningful disconnect between the current share price and potential value of the Company.”
This transaction constituted a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Shares acquired by the insiders, nor the consideration for the Shares paid by such insiders, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is reasonable in the circumstances.
The Company confirms there is no material information pending disclosure.
CHAR Technologies intends to use the net proceeds of the Offering for general working capital purposes.
The Company will pay no finder’s fees in connection with subscriptions from subscribers introduced to this Offering.
The Offering remains subject to final approval of the TSX Venture Exchange.
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.
About CHAR Technologies
CHAR Technologies Ltd. is a cleantech development and services company, specializing 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.
Chief Executive Officer
CHAR Technologies Ltd.
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.
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.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile and on the Company’s website, https://www.chartechnologies.com/. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.