Mr. Fred Andriano reports

SHARC ENERGY CLOSES FIRST TRANCHE OF DEBENTURE

Further to its news release dated Feb. 17, 2026, Sharc International Systems Inc. has closed the first-tranche of a non-brokered private placement of unsecured convertible debentures of the company for a principal amount of $300,000.

The debentures will bear interest from their issue date at 8 per cent per annum, calculated annually and paid on maturity, and will mature three years following the date of issuance. 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 at a price of 12.5 cents per common share at the option of the holder.

The debentures are subject to a 10-per-cent blocker provision, which restricts the conversion of any underlying debentures in the event such exercise would result in the securityholder holding 10 per cent 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. Each compensation warrant entitles the holder thereof to purchase one common share of the company at an exercise price of 12.5 cents for a period of three 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 fulfill the production, shipment and delivery of its sales order backlog.

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 months plus one day from the date of issuance.

About Sharc International Systems Inc.

Sharc is a world leader in energy recovery from the waste water people send down the drain every day. Sharc Energy's systems recycle thermal energy from waste water, generating one of the most energy-efficient and economical systems for heating, cooling and 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 (Canadian Securities Exchange: SHRC), the United States (OTCQB: INTWF) and Germany (Frankfurt Stock Exchange: IWIA).

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