VANCOUVER, British Columbia, April 28, 2026 — SHARC International Systems Inc. (CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) (“SHARC Energy” or the “Company”) is pleased to announce that, further to its news release dated February 17, 2026 and February 23, 2026, the Company has closed the second-tranche of a non-brokered private placement of unsecured convertible debentures of the Company (each, a “Debenture”) for a principal amount of $300,000 (the “Offering”). This brings total proceeds raised to date to $600,000.
The Debentures will bear interest from their issue date at 8.0% per annum calculated annually & paid on maturity and will mature three (3) years following 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 Debentures are subject to a ten percent (10.0%) blocker provision, which restricts the conversion of any underlying Debentures in the event such exercise would result in the securityholder holding ten percent (10.0%) or more of the issued and outstanding Common Shares at such time.
In connection with the Offering, the Company paid to a certain eligible non-arm’s length finder: (i) a cash fee of $8,000 and (ii) issued to such finder, 64,000 compensation warrants of the Company (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to purchase one (1) Common Share of the Company at an exercise price of $0.125 for a period of three (3) years following the date of issuance.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes as the Company continues to fulfil the production, shipment and delivery of its Sales Order Backlog[1].
The Debentures and Compensation Warrants will not be listed or posted for trading on any stock exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four (4) months plus one (1) day from the date of issuance.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
A director of the Company subscribed for Debentures with a principal amount of $200,000 in the Offering. The participation by the director constitutes 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 Debentures acquired by the director, nor the consideration for the Debentures paid by the director, exceed 25% of the Company’s market capitalization.
[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.
