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Vancouver, B.C.– (February 17, 2026) – SHARC International Systems Inc. (CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) (“SHARC Energy” or the “Company”) would like to announce its intention to complete a non-brokered private placement of unsecured convertible debentures (each, a “Debenture”) with a principal amount of up to $2,000,000 (the “Offering”).
The Offering will include an up to 25% over-allotment option, exercisable by the Company, which equates to an additional $500,000 (“Greenshoe”). If fully exercised, the total proceeds of the Offering will be gross proceeds of $2,500,000.
The Debentures will bear interest at a rate of 8.0% per annum calculated annually and paid on maturity and will mature three (3) years from the date of issuance (the “Maturity Date”). The Debentures are unsecured and will rank pari passu in right of payment of principal and interest with all current and future unsecured indebtedness of the Company. The Debentures, including any accrued and unpaid interest, will be convertible into common shares in the capital of the Company (“Common Shares”) at a price of $0.125 per Common Share (the “Conversion Price”) at the option of the holder.
The Company intends to use the proceeds from the Offering for working capital purposes as the Company continues to fulfil the shipment and delivery of its Sales Order Backlog[1].
The Company may pay a finder’s fee in connection with the Offering to eligible arm’s length finders in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.
The securities of the Company referred to in this news release 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
[1] Sales Order Backlog is a non-IFRS measure. Please see discussion of Alternative Performance Measures and Non-IFRS Measures in the Q3 2025 MD&A.
