YES Char Technologies Ltd

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 releases of October 21, 2024 and October 25, 2024. In connection with the closing of the Offering, the Company issued an aggregate of 16,359,451 units (the “Units”) at a price of CDN$0.20 per Unit for gross proceeds of CDN$3,271,890. Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of CDN$0.30 per Share until October 31, 2026 which is 24 months from the date of issuance.

Insiders of the Company acquired an aggregate of 729,410 Units in the Offering, which participation 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 Units acquired by the insiders, nor the consideration for the Units 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.

CHAR Technologies intends to use the net proceeds of the Offering for general working capital and supporting the progression of the Thorold Project to biocarbon production

The Company will pay aggregate finder’s fees of CDN$155,100.00 and 775,500 Share purchase warrants (the “Finder’s Warrants”) in connection with subscriptions from subscribers introduced to the Offering by Leede Financial Inc. Each Finder’s Warrant is exercisable to acquire one Share in the capital of the Company at an exercise price of CDN$0.30 per Share until October 30, 2026, which is 24 months from the date of issuance.

The Offering remains subject to final approval of the TSX Venture Exchange.

The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.

About CHAR TechCHAR Tech (TSXV:YES) first-in-kind high temperature pyrolysis (HTP) technology processes unmerchantable wood and organic wastes to simultaneously generate two renewable energy revenue streams, renewable natural gas (RNG) or green hydrogen and a solid biocarbon that is a carbon neutral drop-in replacement for metallurgical steel making coal.

CHAR’s HTP is an ideal waste to energy solution that aligns with the global green energy transition by diverting waste from landfills and generating sustainable clean energy to decarbonize heavy industry.

Raquel InsaChief Financial OfficerCHAR Technologies Ltd.rinsa@chartechnologies.com

Neither the TSX Venture Exchange nor its Regulation Services 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.

Forward-Looking StatementsStatements 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, are intended to identify forward-looking information. Forward-looking statements include, but are not limited to, statements relating to the Offering, the anticipated benefits of, and rationale for, the Offering, statements regarding the intended use of proceeds of the Offering, expectations regarding the offtake agreement, future plans, operations and activities, expectations regarding the scale up of production, the anticipated development of additional project sites on an expedited basis, and other statements that are not historical facts. Such statements reflect CHAR’s current views and ‎intentions with respect to future events, and current information available to CHAR, and are subject to ‎certain risks, uncertainties and assumptions, including, among others, the timing and ability of CHAR to obtain final approval of the Offering from the TSX Venture Exchange and those risk factors discussed or referred to in CHAR’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada, including the Management Discussion & Analysis dated August 28th, 2024 for the quarter ended June 30th, 2024, and available under CHAR’s profile on www.sedar.com. Any such forward-looking information is expressly qualified in its ‎entirety by this cautionary statement. Moreover, CHAR 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 undertakes no obligation to publicly update or revise ‎any forward-looking information, other than as required by applicable law.