THIS PRESS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION
TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Jan. 28, 2019 (GLOBE NEWSWIRE) -- Sharc International Systems Inc.
(CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) ("SHARC" or "the Company”) announced today that it has entered into an
agreement for a brokered private placement led by Echelon Wealth Partners Inc. (“Echelon” or the
“Agent”), as lead agent and sole bookrunner for the sale of up to 4,000 convertible debenture units (the
“Units”) at a price of $1,000 per Unit for aggregate gross proceeds of up to $4,000,000 (the
“Offering”). Each Unit will consist of: (i) $1,000 principal amount of 8.0% unsecured convertible debentures
(the “Debentures”); and (ii) 1,563 warrants (each a “Warrant”). The Company will use the net
proceeds of the Offering for development of the Company’s projects in the United Kingdom, and for general and working capital
purposes.
The Company has granted to the Agent an option, exercisable in whole or in part at any time until 48 hours
before the closing of the Offering, for the purchase of up to an additional 600 Units for aggregate gross proceeds of up to
$4,600,000, if the Agent’s option is exercised in full.
The Debentures will bear interest from their issue date at 8.0% per annum, payable semi-annually in arrears on
June 30, 2019, and thereafter semi-annually on the last day of June and December in each year and will mature three years following
the Closing Date (the “Maturity Date”). The Debentures are unsecured and will rank pari passu in right of payment
of principal and interest with all the existing and future unsecured indebtedness of the Company.
The Debentures, (including any accrued and unpaid interest) will be convertible at the option of the holder into
common shares of the Company (the “Common Shares”) at any time after the first anniversary of the Closing Date and
prior to the close of business on the last business day prior to the Maturity Date at a conversion price of $0.32 per Common Share
(the “Conversion Price”). If after the first anniversary of the Closing Date the closing price of the Common
Shares on the Canadian Securities Exchange (the “CSE”) is $0.64 or greater for 20 consecutive trading days, the
Company may, at its option, convert the Debentures (including any accrued and unpaid interest) into Common Shares by disseminating
a press release, in which case the Debentures shall be converted into Common Shares on the second business day after dissemination
of such press release.
Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share”) at an exercise
price of $0.40 per Warrant Share for a period of three years following the Closing Date.
The Units will be eligible for RRSP, RESP, RRIF, TFSA and DPSP accounts. The Debentures and the Warrants
comprising each Unit, and any Common Shares issuable upon conversion or exercise thereof, will be subject to a statutory hold
period lasting four months and one day following the issue date of the applicable Unit.
Closing of the Offering is expected to occur on or about February 20, 2019 (the “Closing
Date”). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary
regulatory and stock exchange approvals, including the approval of the CSE.
The securities being offered have not been, nor will they be, registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About SHARC International Systems
SHARC International Systems Inc. is a world leader in thermal heat recovery. SHARC™ technology systems recycle
thermal energy from wastewater, generating one of the most energy efficient and economical systems for heating, cooling & hot water
preheating for commercial, residential and industrial buildings. SHARC is publicly traded in Canada (CSE: SHRC), the United States
(OTCQB: INTWF) and Germany (Frankfurt: IWIA).
Further information about the Company is available on our website at www.sharcenergy.com or under our profile on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD
“Lynn Mueller”
Chairman and Chief Executive Officer
For further information, please contact:
Investor Relations
Jeff Walker
The Howard Group
Phone: (888) 221-0915 or (403) 221-0915
Email: jeff@howardgroupinc.com
Jamie Hyland
SHARC International Systems Inc.
Telephone: (604) 442-2425
Email: jamie.hyland@sharcenergy.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain statements contained in this news release may constitute forward-looking information.
Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate",
"expect", "may", "will", "intend", "should", and similar expressions. Forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such
forward-looking information. SHARC's actual results could differ materially from those anticipated in this forward-looking
information as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing
economic conditions, and other factors, many of which are beyond the control of the Company. SHARC believes that the expectations
reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be
correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this
news release represents the Company's expectations as of the date hereof, and is subject to change after such date. The Company
disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information,
future events or otherwise, except as required by applicable securities legislation.
