CHAR Technologies Ltd. — Regulatory Filings 2022

Apr 13, 2022

FORM 45-106F1 REPORT OF EXEMPT DISTRIBUTION

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New reportх
Amended report	If amended, provide filing date of report that is being.(YYYY-MM-DD)amended.
TIEMP – PARITY CERTEMING THE REPORT
Investment fund issuer	Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106Investment Fand Continuous Disclosure and the c
Issuer (other than an investment fund)x
Underwriter
	ITEM'S - ISSUER NAME AND OTHER IDENTIFIERS
	Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal name	CHAR Technologies Ltd.
Previous full legal name
	If the issuer's name changed in the last 12 months, provide most recent previous legal name.
Website	(if applicable)https://www.chartechnologies.com/
	If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
Legal entity identifier
	If two or more co-issuers distributed a single security, provide the full legal name(s) of the co-issuer(s).
Full legal name(s) of co-issuer(s)	(if applicable)
JTEM 4-UNDERWRITER INFORMATION
	If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD mumber.
Full legal name
Firm NRD number	(If applicable)
	If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter,
Street address
Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website(if applicable)
HEAV 5 - ISSUER INFORMATION	If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
Primary industry'a)
primary business activity.	Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer's
	NAICS industry code5Зз04
category that hest describes the issuer's stage of operations.	If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide scivices to issuers operating in the mining industry. Select theDevelopmentProduction
Exploration
Mortgages	Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, scient all that apply.Commercial/business debtPrivate companiesReal estateConsumerdebt
Crypta-assels
Number of employeesb) -	48n e4.324, 1,334, 11,24

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Number of employees:	$0 - 49$x	$50 - 99$	$100 -$499	500 or more
SEDAR profile numberC)
Does the issuer have a SEDAR profile?
YesNo$\mathbf{x}$ .If the issuer does not have a SEDAR profile complete hem $5(d) - (b)$ .		If yes, provide SEDAR profile number	00
Head office addressd)
Street address				Province/State
Municipality				Postal code/Zipcode
Country				Telephonenumber
Date of formation and financial year-end.e).				s e Sant
Date of formation	YYYY.MM	Financial year-endDD	MM	DD
D.Reporting issuer status			303 R.C.	ja Vilj÷.
Is the Issuer a reporting issuer in any jurisdiction of Canada?		No	Yes
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
AllAB	BCМВ	ΝB	NLNŢ
NUNS	PEON.	QC	SKYT
g) Public listing status.	Protect		a sal	A.and a
If the issuer has a CUSIP number, provide below (first 6 digits only)
CUSIPnumber
If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an exchange and not a trading-
facility such as, for example, an automated trading system.Exchange name
Size of issuer's assetsh)
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for itsfirst financial year, provide the size of the issuer's assets at the distribution end date.
$0 to under $5M		$5M to under $25M	$25M to under $100M.
$100M to under $500M		$500M to ander $1B	$1B or over
ITEM 6- INVESTMENT FUND ISSUER INFORMATION
If the issuer is an investment fund, provide the following information.
a)Investment fund manager information	P÷,٠.	Xe t	TATS of 44th oÝ.	12	-95
Full legal name
Firm NRD Number		(if applicable)
If the lovestment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street Address
Municipality		Province/State
Country		Postal code/Zip code
Telephone number		Website (if applicable)
Type of investment fundЪ).	30.	÷
		Ry.	9.l e
Type of investment fund that most accurately identifies the issuer (select only one).
Money market	Equity	Fixed income		Balanced
Alternative strategies.Indicate whether one or both of the following apply to the investment fund.	Crypto-assets	Other (describe)

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1 Undertaking for the Collective Investment of Transferable Securities funds (UCTTs Funds) are investment funds regulated by the European Union (BU) directives that allowcollective investment schemes to operate throughout the EU on a passport basis on authorization from one member state,
c) Date of formation and financial year-end of the investment fund
Date of formationFinancial year-endYYYY.MM.DDMМÐD
Reporting issuer status of the investment fundd).
YesNαIs the investment fund a reporting Issuer in any jurisdiction of Canada?
If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
AllABВCMB.NBŅL.NТNSNUONРEQCSКYT
Public listing status of the investment fund-e)W.
If the investment fund has a CUSIP number, provide below (first 6 digits only).
CUSIP numberIf the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the name of an exchange and
not a trading facility such as, for example, an automated trading system.
Exchange name
Net asset value (NAV) of the investment fund-T)
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian 5).
$0 to under $5M-$5M to under $25M$25M to under $100M
$500M to under $1B$100M to under $500M$1B arDate of NAV calculation:over
YYYY.MMכומ
HEM 7 = INFORMATION ABOURNED DISTRIBUTION
If an issuer located outside of Canada completes a distribution in a juristiction of Canada, include in ltern 7 and Schedule 1 information about purchasers resident in thatJudsoktion of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with the distribution, which must be disclosed inliem 8. The information provided in Item 7 must reconcile with the information provided in Schedale 1 of the report.Currencya)Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars..Canadian dollarUS dollarOther (describe)xEuro .
b)Distribution date(s)٠.,
State the distribution sturt and end dates. If the report is being filed for securities distributed on only one distribution date provide the distribution date as both the start and pnd
dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.Start dateEnd date20221703202203
17YYYY.YYYYммDDMМDD
Detailed purchaser informationC)83
Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
Types of securities distributed: d):
Provide the following information for all distributions reported on a per security basis. Refer to Part A of the Instructions for how to indicate the security code. If providing theCUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
Canadian 5
SmgleCUSIP number (IINumber ofpr.HighestSecurity codeDescription of securityTotal amountapplicable)securitiesprice:lawestpriceistatif
Units, each Unit comprised of one
common share in the capital of the.вsIssuer (a Unit Share) and one-half of10,877,514U0.454,894,881.30
one non-transferrable common share.
purchase Warrant.Details of rights and convertible/exchangeable securitiesurnat- 2)网络外科学112

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If any rights (e.g. warrants, options) were distributed, provide the exercise price and explry that for each right. If any convertible/exchangeable securities were distributed, provide.the conversion ratio and describe an

	Convertible / exchangeable		Underlying		Exercise price(Canadian S)		Expiry date:IYYYY MM-	Conversion	Describe other terms (if applicable)
	security code		scrutty code		Lowest	Highest	:DDJ	rado.
w	N	C	M	- 5	0.GO	0.60	2023-09-17	1:1.	Each whole Wattant will entitle theholder thereof, on exercise, topurchase one common share in thecapital of the Issuer (a WarrantShare) at an exercise price ofCDN$0.60 per Warrant Share untilthe close of business on the daywhich is 18 months from its date ofjssue.

f) Summary of the distribution by jurisdiction and exemption

State the lotal dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign forsidier methaser resides and for eachexemption relied on in Canada for that distribution.

This table requires a separate line item for. (i) each juristiction where a purchase resides, (ii) each exemption relied on in the juristiction where a purchaser resides, if apurchaser resides in a juristiction of Canada,

For inrisdictions within Canada, state the province or territory, otherwise state the country.

Pravince of country	Exemption relied on	Number ofunique.nurchasers.	Total amount (Canadian $)
Ontario	FILING NOT REQUIRED NI 45-106 2.24 [Employee,executive officer, director and consultant]	$2^{\circ}$	17,900.10
Ontario	NI 45-106 2.3 [Accredited investor]	54	1,984,151.70
Ontario	NI 45-106 2.5 [Family, friends and business associates]	22	337,176.90
Germany	NI 45-106 2.3 [Accredited investor]	1.	74,250.00
Germany	[NI 45-106 2.5 [Family, friends and business associates]	1	25,000.20
British Columbia	NI 45-106 2.3 [Accredited investor]	38	1,611,050.40
British Columbia	NI 45-106 2:5 [Family, friends and business associates]	2	32,501.25
Alberta	NI 45-106 2.3 [Accredited investor]	$11^{\circ}$	630,100.35
Alberta	NI 45-106 2.5 [Family, friends and business associates]	1	5,000.40
Manitoba	NI 45-106 2.3 [Accredited investor]	11	67,500.00
United States	NI 45-106 2.3 [Accredited investor]	ı	24.999.75
United States	NI 45-106 2.5 [Family, friends and business associates]	.1	20,000.25
Ouebec	NI 45-106 2.5 [Family, friends and business associates].		27,000.00
Quebec.	NI 45-106 2.3 [Accredited investor]	4	27,000.00
Nova Scotia	NI 45-106.2.3 [Accredited investor]	1	11,250.00
	Total dollar amount of securities distributed		4,894,881.30
	Total number of unique purchasers 2	138

2à In calculating the number of unique purchasers per row, count each purchaser only once, Joint purchasers may be counted as one purchaser. the including the polarization of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributedanalityle types of securities to, and relied on m

g) Net proceeds to the investment fund by jurisdiction

If the issuer is an investment und, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuerlocated outside of Canada completes a province or territory, otherwise state the country.

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Province or country	Net process
Total net proceeds tothe Investment fund322.63r di

3 "Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the rejort is being filed, less the gross redemptions that occurred duting thedistribution period covered by the re

b) Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia, If a distribution has occurred in Saskatchewan, Ontario, Outbee, New Brunswick or Nova Scotia, complete the table below by listing the affering materials that are required under uniformal different complete uniformal diffe

In Ontario, il the offering nauchals listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of theoffering materials that have not been prev

	Description	Date of document or other$\begin{tabular}{c} \multicolumn{2}{c}{\textbf{Covov-mw,}} \ \multicolumn{2}{c}{\textbf{Covov-mw,}} \ \multicolumn{2}{c}{\textbf{Covov-mw,}} \ \multicolumn{2}{c}{\textbf{D}} \ \multicolumn{2}{c}{\textbf{E}} \ \multicolumn{2}{c}{\textbf{Covov-mw,}} \ \multicolumn{2}{c}{\textbf{D}} \ \multicolumn{2}{c}{\textbf{E}} \ \multicolumn{2}{c}{\textbf{E}} \ \multicolumn{2}{c}{\textbf{E}} \ \multicolumn{2}{c}{\textbf{E}} \ \multicolumn{2}{c}{\textbf{E}} \$	Previously filed withor delivered toregulator?(Y/N)	1 Date previously filed or deliveredCOLLAR AND THE COLLECTION
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THEME=COMPENSATION INFORMATION

Complete additional copies of this page if more than one person was, or will be, compensated,	Provide Information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
NσYesx	If yes, indicate number of persons compensated.
Name of person compensated and registration status.ä)
Indicate whether the person compensated is a registrant.NoYesx
If the person compensated is an individual, provide the nome of the individual.
Full legal name of individual
Family name	First given name.Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual.	Leede Jones Gable Inc.
Firm NRD number5.-7.7	(if applicable)0
Indicate whether the person compensated facilitated the distribution through a funding portal or an internut-insect portal.N٥.Yesx
Business contact informationb)그 가 가지?	천했다tur tti e
If a finn NRD member is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address
Municipality	Province/State
Country	Postal code/Zip code
Email address	Telephone number
Relationship to issuer or investment fund manager°C).
	Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) of the Instructions and the
meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund manager
insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager
Employee of the issuer or investment fund manager
None of the aboveX
d) Compensation details
non-individual compensated by the issuer.	Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Includecash commissions, securities-based compensation, glits, discounts or other compensation. De not report payments for services incidental to the distribution, such as clerical,printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a
Cash commissions paid159,962.72
Value of all securities	Security codesSecurity code
distributed as compensation 4	Security code 1Security code 2
	TWN
Describe terms of warrants, options or other rights	355472 Finders Warrants exercisable at CDN$0.60, expiry September 17,2023.

	Total compensation paid	159.962.72
	Check box if the person will or may receive any deferred compensation (describe the terms below)
								4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities
	of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquireadditional securities of the issuer.
	$\emph{5}$ Do not include deferred compensation.
	ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
	If the issuer is an investment fund, do not complete trem 9, Proceed to Rem 10.
	Indicate whether the issuer is any of the following (Sclect the one that applies - if more than one applies, select only one.).
х	Reporting issuer in any jurisdiction of Canada
	Foreign public issuer
	Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6
		Provide name of reporting issuer
	Wholly owned subsidiary of a foreign public issuer bProvide name of foreign public issuer
	Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7
	If the issuer is at least our of the above, do not complete Irem 9(a) -- (c). Proceed to Irem 10.
	that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.							6 An issuer is a wholly owned subsidiary of a reporting issuer or a forcign public issuer if all of the issuer's outstanding voting securities, other than securities
								7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer
	to the definitions of "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.
	If the issuer is none of the above, check this box and complete item 9(a) - (c).
	a) Directors, executive officers and promoters of the issuer
								Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the
	country, For "Relationship to issuer", "D" - Director, "O" - Executive Officer, "P" - Promoter.					Business location of
				Secondary:		non-individual orresidential (urisdiction		Rélationship to Issuer(select all that apply)
	Organization or company name.	Family name	First given name	given names		of Individual
						Province or country	ď	aP,
Ъ	Promoter information
								If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the
	province or territory, otherwise state the country. For "Relationship to promoter", "D"-Director, "O"-Executive Officer.
			First given	Secondary given	Residentialjurisdiction of		Relationship to promoter.	(select one or both if applicable).
	Organization or company name	Family name:	name)	names	individualProvince or country.	D.		Ö.
.C)	Residential address of each individual

ITEM 10 - CERTIFICATION

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Provide the following centification and business content information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, anindividual who performs functions simila similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below If the individual completing and filing the report is different from the individual certifying the report, provide the mann and contact details for the individual completing and filing the report in Item 11.

The signaure on the report must be in typed form rather than hardwritten form. The report may include an electronic signature provided the name of the signatory is also in typed

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issner/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete,

Name of issuer/underwriter/investment fund manager/agent	CHAR Technologies Ltd.
Full legal name	Korol
	Family name	First given name			Secondary given names
Title		Chief Financial Officer
Telephone number	$(416)$ 452-9266	Email address		m.korol@chartechnologies.com
Signature	w	Date -	2022	04.	11.
			YYYY	.MM	DD

ITEM 11-GONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents ofThis report, if different than the indivi

X	Same as individual certifying the report
Full legal name				Title
	Family name	First given name	Secondary given names
Name of company
Telephone number			Email address

Notice - Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory anthority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation,

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a turisdiction of Canada:

has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information. pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and

$h1$ has authorized the indirect collection of the information by the securities regulatory authority or regulator.