Mr. Andrew White reports

CHAR TECH ANNOUNCES PLANNED ACQUISITION OF BIOCARBON ASSETS IN QUEBEC, INCLUDING 62,500 TONNE OFFTAKE, FACILITY AND IP

Char Technologies Ltd. has entered into a binding asset purchase agreement as of April 15, 2026, with an arm's-length Quebec-based metal and biocarbon company, to acquire the seller's biocarbon assets. The acquisition includes the physical pilot and demonstration production facility located in Quebec, the proprietary intellectual property, and the assumption of related liabilities. A definitive biocarbon offtake agreement will also be entered with the seller, securing 62,500 tonnes of supply over five years at 12,500 tonnes per year.

Transaction overview

After significant development work, the seller's site is poised for commercial upgrades to allow for the production of up to 15,000 tonnes per year of pelletized biocarbon. Once upgraded, the facility will then process Char Tech's raw biochar into biocarbon pellets suitable for heavy industrial decarbonization.

The offtake agreement, for 62,500 tonnes over five years, provides Char Tech long-term revenue visibility at the corporate level, and the flexibility to support the acquired facility and offtake with raw biochar and biocarbon produced across the company's growing project pipeline, including the Saint-Felicien and Lake Nipigon renewable energy projects and future developments. The purchases under the offtake agreement are binding for the duration of the five-year term, subject to limited, customary termination provisions, including force majeure and disaster outs. The price per tonne of biocarbon payable under the offtake agreement is confidential due to commercial sensitivity.

The acquisition is being completed for a total purchase price of $1-million (U.S.) on closing. Pursuant to the offtake agreement, Char Tech will also enter into a royalty agreement with the seller, whereby Char Tech will pay approximately 3.5 per cent of the expected biocarbon sales price in connection with product sold under the offtake agreement. The payments under the royalty agreement will be subject to a dollar cap, negotiated between the seller and the company. The seller may also receive additional payments under the royalty agreement, subject to Char Tech achieving certain milestones.

The acquisition is subject to customary closing conditions and is expected to close within the next week.

Strategic rationale

Char Tech was identified as the right strategic partner to transition the seller's biocarbon research and development into scalable commercial operations. Char Tech's proven record in commissioning and operating biocarbon production facilities, most notably its commercial facility in Thorold, Ont., provided the seller with assurance that its proprietary intellectual property and purpose-built facility would be advanced by an operator with the technical and operational expertise to realize its full commercial potential. This agreement positions both companies to capitalize on growing market opportunities in industrial decarbonization.

Debt financing

Concurrently with the closing of the acquisition, Char Tech intends to enter into a secured loan agreement with Bioveld Canada (the lender) in the principal amount of $3.5-million. The loan shall be repayable Oct. 31, 2026, and will bear interest at a rate of 12.5 per cent per annum. In connection with the loan, Char Tech will issue an aggregate of two million common share purchase warrants to the lender, subject to the approval of the TSX Venture Exchange. Each warrant shall be exercisable to purchase one common share of the company at a price of 35 cents per common share for a period of 12 months from the date of issuance.

The warrants issued pursuant to the loan and any common shares issuable upon exercise thereof will be subject to a hold period of four months and one day under applicable Canadian securities laws and the concurrent TSX-V hold period pursuant to the policies of the TSX-V, if applicable. The proceeds of the loan will be used to support satisfying Char Tech's obligations under the purchase agreement, for continuing expenses related to the acquisition, to invest in plant upgrades and for general working capital purposes.

The loan and issuance of warrants in connection therewith are subject to the acceptance of the TSX-V.

The lender is not an insider of the company, and the loan does not constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

About Char Technologies Ltd.

Char Tech is a Canadian clean technology company developing first-in-kind high-temperature pyrolysis systems that process unmerchantable wood and organic waste to generate two renewable energy revenue streams, renewable natural gas or green hydrogen, and a solid biocarbon that serves as a carbon-neutral, drop-in replacement for metallurgical coal.

Char Tech's HTP platform is also advancing a new vertical focused on the permanent destruction of PFAS in waste water biosolids. Operating at temperatures sufficient to break down long-chain fluorinated compounds, the system enables municipalities and industrial operators to eliminate PFAS while converting biosolids into energy and low-carbon solid products.

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