SHARC Energy Announces Convertible Debenture Financing

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, June 20, 2025 (GLOBE NEWSWIRE) -- SHARC International Systems Inc. (CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) ("SHARC Energy" or the “Company”) is pleased to announce its intention to complete a non-brokered private placement of unsecured convertible debentures (each, a “Debenture”) with a principal amount of up to $1,500,000 (the “Offering”).

The Offering will include an up to 15% Over-Allotment which equates to an additional 225 units and $225,000 (“Greenshoe”). If fully exercised, the total proceeds of the Offering will be an aggregate of 1,725 Units and gross proceeds of $1,725,000.

The Debentures will bear interest at a rate of 10.0% per annum and mature on the date that is 24 months from the date of issuance (the “Maturity Date”). The holder will have the option to extend the Maturity Date for a period of 12 months and receive all accrued and unpaid interest in cash or in common shares in the capital of the Company (“Common Shares”) at a price of $0.15 per Common Share (the “Conversion Price”). Additionally, the outstanding principal amount owed under a Debenture may be converted into Common Shares at the Conversion Price at the option of the holder at any time on or prior to the last business day prior to the Maturity Date. The Company may from time to time, in its sole discretion, prepay all or a part of the principal amount and accrued interest without penalty.

The Company intends to use the proceeds from the Offering for working capital purposes as the Company continues to fulfil the shipment and delivery of SHARC and PIRANHA Wastewater Energy Transfer (“WET”) systems.

The Company may pay a finder’s fee in connection with the Offering to eligible arm’s length finders in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

The securities of the Company referred to in this news release 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.