TORONTO, Feb. 09, 2022 (GLOBE NEWSWIRE) -- CHAR Technologies Ltd. ("CHAR Technologies" or the “Company”) (TSX Venture Exchange: YES) is pleased to announce its intention to complete a non-brokered private placement (the "Offering") of up to 6,666,667 units at a price of CDN$0.45 per unit for gross proceeds of up to CDN$3,000,000.
Each unit will comprise one common share of the Company (“Share”) and one-half share purchase warrant (“Warrant”). Each Warrant will entitle the holder to acquire one Share for eighteen months after the closing of the Offering at a price of CDN$0.60.
The majority of the Offering is expected to be raised from existing shareholders, and current and former directors, executive officers, business associates and employees, some of whom are insiders of the Company. Any participation by insiders in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.
CHAR Technologies intends to use the net proceeds of the Offering for general working capital needs including to advance the development of both contracted and earlier stage projects.
The closing of the Offering is expected to occur in late February, 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
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.
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.