VANCOUVER, British Columbia, August 18, 2025 — 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 August 1, 2025, the Company has closed a non-brokered private placement of unsecured convertible debentures of the Company (each, a “Debenture”) for a principal amount of $1,570,000 (the “Offering”). While the terms of the closed Offering vary from those announced on August 1st, the revisions provide improved outcomes for the Company and its shareholders.
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 $125,600 and (ii) issued to such finder, 1,004,800 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 SHARC and PIRANHA WET systems.
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.
