SHARC Energy Closes First Tranche of Debenture
MWN-AI** Summary
SHARC International Systems Inc. (CSE: SHRC), a pioneer in energy recovery systems, has successfully completed the first tranche of a non-brokered private placement of unsecured convertible debentures, raising a total of $300,000. The firm announced this development on February 23, 2026, following an earlier release on February 17, 2026. The debentures will yield an annual interest rate of 8% and are set to mature in three years from the issuance date.
These debentures rank equally in terms of payment rights with existing and future unsecured debts of the company and can be converted into common shares at a price of $0.125 per share, subject to a ten percent conversion blocker. This provision restricts conversion to prevent a holder from acquiring more than 10% of the company's total shares. As part of the offering, SHARC paid a cash fee of $24,000 to an eligible non-arm’s-length finder and issued 192,000 compensation warrants, also exercisable at $0.125 for a three-year term.
The funds generated from this offering will be utilized to bolster working capital and support ongoing corporate activities, particularly focusing on the production and delivery of SHARC's growing sales order backlog. Importantly, all securities from this offering will not be listed on any exchange and will be subject to a statutory hold period.
SHARC Energy excels in recycling thermal energy from wastewater for various applications, contributing to energy-efficient heating, cooling, and hot water production in diverse settings. The firm is publicly traded on multiple exchanges, reinforcing its commitment to sustainable energy solutions. As the company navigates this financial move, it stresses the importance of monitoring market conditions and regulatory factors that may impact its future performance.
MWN-AI** Analysis
SHARC Energy's recent closure of a $300,000 tranche of unsecured convertible debentures marks a strategic step towards bolstering its capital position as it continues to grow in the energy recovery sector. With an interest rate of 8.0% and a three-year maturity, this offering is designed to attract investors seeking stable returns in a potentially volatile market. Given the company's innovative technology, which utilizes wastewater thermal energy for heating and cooling, investors may find SHARC a compelling addition to their portfolios, particularly as demand for sustainable energy solutions rises.
The convertible nature of the debentures is particularly noteworthy, allowing holders to convert their investment into common shares at a price of $0.125. This feature could appeal to investors, especially if SHARC can successfully execute on its Sales Order Backlog and demonstrate scalability. However, the presence of a 10% blocker provision is a cautionary measure. While it protects existing shareholders by preventing dilution, it may also deter potential investors looking for substantial equity positions.
The decision to utilize the net proceeds for general corporate purposes and working capital reflects a proactive approach to enhancing operational efficiency. As SHARC Energy works on fulfilling its production and delivery commitments, careful attention should be paid to their upcoming performance metrics.
In terms of market strategy, SHARC could benefit from heightened investor relations efforts focused on showcasing its unique value proposition and the significant growth potential within the sustainable energy sector. The lack of public trading for these debentures and compensation warrants may limit liquidity but could enhance investor interest in the company's longer-term equity performance.
Overall, potential investors should weigh the attractive yield against the risks inherent in SHARC's growth trajectory, regulatory landscape, and market competition, while keeping an eye on broader market conditions and emerging trends in renewable energy.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
VANCOUVER, British Columbia, Feb. 23, 2026 (GLOBE NEWSWIRE) -- SHARC International Systems Inc. (CSE: SHRC) (FSE: IWIA) (OTCQB: INTWF) (“SHARC Energy” or the “Company") is pleased to announce that, further to its news release dated February 17, 2026, the Company has closed the first-tranche of a non-brokered private placement of unsecured convertible debentures of the Company (each, a “Debenture”) for a principal amount of $300,000 (the “Offering”).
The Debentures will bear interest from their issue date at 8.0% per annum calculated annually & paid on maturity and will mature three (3) years following the date of issuance (the “Maturity Date”). The Debentures are unsecured and will rank pari passu in right of payment of principal and interest with all current and future unsecured indebtedness of the Company. The Debentures, including any accrued and unpaid interest, will be convertible into common shares in the capital of the Company (“Common Shares”) at a price of $0.125 per Common Share (the “Conversion Price”) at the option of the holder.
The Debentures are subject to a ten percent (10.0%) blocker provision, which restricts the conversion of any underlying Debentures in the event such exercise would result in the securityholder holding ten percent (10.0%) or more of the issued and outstanding Common Shares at such time.
In connection with the Offering, the Company paid to a certain eligible non-arm’s length finder: (i) a cash fee of $24,000 and (ii) issued to such finder, 192,000 compensation warrants of the Company (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to purchase one (1) Common Share of the Company at an exercise price of $0.125 for a period of three (3) years following the date of issuance.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes as the Company continues to fulfil the production, shipment and delivery of its Sales Order Backlog1.
The Debentures and Compensation Warrants will not be listed or posted for trading on any stock exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four (4) months plus one (1) day from the date of issuance.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
About SHARC Energy
SHARC International Systems Inc. is a world leader in energy recovery from the wastewater we send down the drain every day. SHARC Energy's systems recycle thermal energy from wastewater, generating one of the most energy-efficient and economical systems for heating, cooling & hot water production for commercial, residential, and industrial buildings along with thermal energy networks, commonly referred to as “District Energy”.
SHARC Energy is publicly traded in Canada (CSE: SHRC), the United States (OTCQB: INTWF) and Germany (Frankfurt: IWIA) and you can find out more on our SEDAR profile.
Learn more about SHARC Energy: Website | Investor Page | LinkedIn | YouTube | PIRANHA | SHARC
ON BEHALF OF THE BOARD
Fred Andriano
Chairman
For investor inquiries, please contact:
Hanspaul Pannu
Chief Financial Officer
SHARC Energy
Telephone: (604) 475-7710 ext. 4
Email: hanspaul.pannu@sharcenergy.com
For media inquiries, please contact:
John Louis Fahie
Marketing
SHARC Energy
Telephone: 604.475.7710 Ext.109
Email: johnlouis.fahie@sharcenergy.com
The Canadian Securities Exchange does not accept 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 using 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 Energy’s actual results could differ materially from those anticipated in this forward-looking information because 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 Energy 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 because of new information, future events or otherwise, except as required by applicable securities legislation.
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1 Sales Order Backlog is a non-IFRS measure. Please see discussion of Alternative Performance Measures and Non-IFRS Measures in the Q3 2025 MD&A.
FAQ**
What strategic initiatives are planned by Sharc International Systems Inc INTWF to enhance its market position following the recent private placement of convertible debentures?
How does Sharc International Systems Inc INTWF plan to utilize the proceeds from the $300,000 offering to support its Sales Order Backlog and operational growth?
Can you elaborate on the potential risks associated with the convertible debentures issued by Sharc International Systems Inc INTWF and their impact on shareholder value?
What are the expected benefits of Sharc International Systems Inc INTWF's technology in energy recovery for potential clients in the commercial and industrial sectors?
**MWN-AI FAQ is based on asking OpenAI questions about Sharc International Systems Inc (OTC: INTWF).
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