CHAR Technologies Ltd. — Interim / Quarterly Report 2024

Feb 29, 2024

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Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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TABLE OF CONTENTS

Introduction.................................................................................................................................................... 2 Our Business ................................................................................................................................................. 3 Operations ..................................................................................................................................................... 6 Corporate Highlights ..................................................................................................................................... 7 Trends ........................................................................................................................................................... 8 Discussion Of Operations ........................................................................................................................... 10 Cash Flow ................................................................................................................................................... 11 Liquidity And Financial Position .................................................................................................................. 12 Commitments .............................................................................................................................................. 13 License Agreement & Termination .............................................................................................................. 13 Transactions With Related Parties .............................................................................................................. 14 Outstanding Share Data .............................................................................................................................. 15 Off-Balance Sheet Arrangements ............................................................................................................... 15 Proposed Transactions ............................................................................................................................... 15 Subsequent Events ..................................................................................................................................... 16 Critical Accounting Judgments And Key Sources Of Estimation Uncertainty ............................................. 16 Capital Management ................................................................................................................................... 17 Financial Instruments And Risk Management ............................................................................................ 17 Risk Factors ................................................................................................................................................ 18 Caution Note Regarding Forward-Looking Statements .............................................................................. 21 Disclosure Of Internal Controls ................................................................................................................... 22

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operation of CHAR Technologies Ltd. (the “Company” or “CHAR Tech”) should be read in conjunction with CHAR Tech’s audited consolidated financial statements and notes thereto as at and for the years ended September 30, 2023, and 2022.

The Company’s audited consolidated financial statements and the financial information contained in the MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee.

Results are reported in Canadian dollars, unless otherwise noted.

Information contained herein is presented as of February 27, 2024, unless otherwise indicated. These audited consolidated financial statements were approved for issuance by the Board of Directors on February 27, 2024.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from the offices of the Company or on SEDAR at https://www.sedarplus.ca/.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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OUR BUSINESS

CHAR Technologies is a leading cleantech development and environmental services company, specializing in high temperature pyrolysis (HTP), converting woody biomass and organic materials into renewable energy (renewable natural gas (RNG) or green hydrogen) and valuable biocarbon (biocoal “CleanFyre[TM] ”, biochar, or activated biochar “SulfaCHAR[TM] ”).

A leading solution advancing green hydrogen and RNG

Proven through rigorous testing, CHAR Tech's biocoal, “CleanFyre[TM] ,” stands out with a fixed carbon content exceeding 80 wt% (equal to or better than metallurgical grade coal), offering a 91% reduction in greenhouse gas emissions, positioning it as a compelling drop-in replacement for metallurgical coal. SulfaCHAR, another innovative biocarbon product, derived from digestate/compost, serves as a supplement to activated carbon consumption, effectively reducing hydrogen sulfide and odours in biogas operations. Besides biocarbon, biomass-to-energy applications also exist – CHAR Tech is actively developing the conversion of its produced clean syngas for use to fuel industrial needs or applied to generate renewable energy in many forms; heat, electricity, green hydrogen and renewable natural gas (RNG).

Working to advance the future of green steelmaking

Amongst the different applications, steelmaking is a pivotal focus area for the company. Earlier this year, CHAR Tech established a strategic partnership with the industry giant ArcelorMittal, who committed to procuring CHAR Tech’s biocoal. Considering that steel, cement, and chemicals sectors account for 32% of emissions in Canada, the demand for biocoal is set to grow significantly, aligning with Canada's commitment to decarbonize industries.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Transitioning from a successful pilot to commercialization

To reinforce the importance of biocoal production, CHAR Tech is building a state-of-the-art facility in Thorold, Ontario. Set to be one of the largest facilities of its kind in Canada, and the only one in the country to exclusively process woody biomass waste, the facility will process approximately 72,000 tonnes of woody waste per year, generate 10,000 tonnes of biocarbon, and produce 500,000 GJ/year of RNG annually. It is currently in construction (a pilot system currently operates on-site), with commercial biocarbon production commencing in 2024.

Attracting investors and collaborators

CHAR Tech has secured significant funding commitments and investments, totaling over C$19 million from corporate and government institutions. In December 2022, the company secured total commitments of C$12.8M of funding from the Governments of Canada and Ontario to commercially expand it’s Thorold facility. Notably, our collaboration with ArcelorMittal also resulted in C$6.6 million investment from their XCarb® Innovation Fund, signifying a vote of confidence in the HTP technology to produce highquality biocoal.

CHAR Tech is well-positioned to address various environmental challenges. The company operates through services that range from custom equipment design and engineering solutions for clean water treatment to environmental consulting services including annual reporting, approvals and compliance management. These are driven by the following service units:

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“the system engineers” “the biocarbon experts”
“the system operators” “the environmental consultants”
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CHAR Tech is now intensifying efforts to expand its build-own-operate facilities, ensuring alignment with the burgeoning pipeline of projects in North America. A summary of our all of our ongoing projects is below.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Expanding Active Projects

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Thorold, Ontario

• CHAR Tech project to process 72,000 tonnes per year woody waste

• Est. output: 500,000 GJ/yr RNG & 10,000 Tonnes/yr biocarbon

• In Construction (biocarbon pilot currently operating)

Saint-Félicien, Quebec

• In collaboration with the emerging Écosystème Énergétique Régional (EER) in Saint-Félicien

• Est. output: 250,000 GJ/yr syngas; 5,000 tonnes/yr biocarbon

• In Development

Synagro

• Add-on to existing Synagro Facilities

• Est. output: Eliminate PFAS and produce biochar (soil amendment & carbon credits)

• In Construction

Additional Project Pipeline

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Lake Nipigon, Ontario

Kirkland Lake

• Project with First Nations • CHAR Tech project where co-operative Lake Nipigon surveying and geo-technical Forest Management Inc. testing of biomass has (“LNFMI”) begun

• • Est. output: 500,000 GJ/yr • Est. output: 500,000 GJ/yr RNG & 10,000 Tonnes/yr RNG & 10,000 Tonnes/yr biocarbon biocarbon

• • In Development • In Development

Terrace, British Columbia

• Feasibility study to explore wood waste-energy production.

• • Est. output: 500,000 GJ/yr RNG & 10,000 Tonnes/yr biocarbon

The Company continues to be listed on the Exchange trading under the symbol YES.V. The Company’s head office address is Morneau Shepell Centre II, 895 Don Mills Road, Suite 400, Toronto, Ontario, M3C 1W3.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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OPERATIONS

CHAR Tech continues to focus on commercial opportunities to deploy CHAR Tech’s pyrolysis process, used to produce various biocarbons, including CleanFyre and SulfaCHAR utilizing low value or waste streams as feedstock, including woody biomass, compost and biosolids. The Company is focused on both systems sales as well as owning and operating pyrolysis systems. The Company is now moving forward into the commercial phase for its proprietary HTP systems.

On July 4[th] ,2023 the company closed a CAD$6.6M strategic investment by world’s leading steel and mining company, ArcelorMittal S.A., through ArcelorMittal XCarb S.à r.l. (“ArcelorMittal”) and ArcelorMittal’s XCarb® Innovation Fund (the “Fund”). With a presence in 60 countries and primary steelmaking facilities in 16 countries, including ArcelorMittal Dofasco in Hamilton, Ontario. The Company also signed a Memorandum of Understanding under which ArcelorMittal Dofasco will purchase biocarbon produced at CHAR Tech’s cutting-edge facility in Thorold, Ontario starting in 2024.

On June 28[th] , 2023 the company was awarded a $1.43M contribution from the Government of Canada through (NRCan) Clean Fuels Fund. The Clean Fuels Fund aims to significantly increase domestic production capacity of clean fuels to support Canada’s prosperous low-carbon future. The contribution will position CHAR Tech to conduct a comprehensive feasibility study, that includes assessing the engineering and design work needed to build a future commercial CHAR Tech facility in Terrace, British Columbia. The facility will be designed to convert wood waste to renewable energy (green hydrogen or renewable natural gas) and biocarbon.

On December 21[st] , 2022, CHAR Tech completed the transfer of its existing HTP equipment from the former facility in London, Ontario, to the new facility in Thorold, Ontario. The equipment was shortly after recommissioned and producing biocarbon in January, 2023.

On November 7[th] , 2022 the Company signed a non-refundable contribution contract with the Department of Natural Resources, under the Investments in Forest Industry Transformation program. During the fiscal year 2023 the Company received a tranche of funding from the program in the amount of $4,938,168 for CHAR Tech’s Thorold, Ontario HTP project. The Build, Own, Operate (“BOO”) plant is anticipated to convert woody biomass waste into renewable natural gas and biocoal through its high temperature pyrolysis systems.

On September 29[th] , 2022, the Federal Economic Development Agency for Southern Ontario (“FedDev”) and CHAR Tech entered into a contribution agreement, in respect to the Thorold Project of up to $1,500,000. During the fiscal year 2023, the Company had received FedDev Agency funding of $1,350,000 in respect to the costs incurred up to December 31, 2023.

On April 20, 2022, CHAR Tech signed a $6,438,168 Conditional Loan Agreement with the Forest Sector Investment and Innovation Program (“FSIIP”). The Province of Ontario agreed to make available a nonrevolving term loan up to $6,438,168 for CHAR Tech’s Thorold Project.

Under the Agreement there are performance incentives that relate to loan forgiveness amounts relating to the successful completion of stages and the ultimate completion of the Project. The maximum annual disbursement amounts are: $1,287,634 for Year 1, $4,635,481 for Year 2, and $515,052 for Year 3. The Year 1 disbursement payment was made in full on April 2023.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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The Company initially obtained funding in previous years from the SD Natural Gas Fund, supported by Sustainable Development Technology Canada (“SDTC”) and the Canadian Gas Association (“CGA”), for a project to build and run a 1-tonne per day pyrolysis system for producing biocarbon. This early funding was instrumental in enabling the commercial production of SulfaCHAR.

The commissioning of the system was completed, with operations starting in the first quarter of fiscal 2019. Specifically, the SD Natural Gas Fund provided a $750,000 non-repayable grant from SDTC and CGA in a prior year for this initiative. Moreover, the Ontario Centres of Excellence contributed a $1,000,000 nonrepayable grant in an earlier period toward the project. Back in October 2018, the Company had already announced the successful commissioning of its pyrolysis equipment, crucial for producing biocarbons, including SulfaCHAR. Having been operational for over four years now, the system produces commercial quantities of SulfaCHAR and pilot quantities of CleanFyre. It serves as a testament to the Company’s proprietary pyrolysis technology, utilizing various waste streams to create quality byproducts, with initial funding received in the preceding years.

CORPORATE HIGHLIGHTS

Private placements

On July 4, 2023, CHAR Technologies Ltd. closed a $6.6 million equity investment by Arcelor Mittal and signed an annual biocarbon supply contract. The offering was a non-brokered private placement of 11,000,000 units at a price of $0.60 per unit. Each unit consists of one common share and ¼ of a warrant at $0.70 expiring in two years.

During Fiscal 2023, 988,891 warrants were exercised at $0.60 per common share. The warrants were issued in connection with CHAR Tech’s unit offering that was completed in March of 2022. This financing was a non-brokered private placement whereby the Company issued 10,877,514 units at a price of $0.45 per unit for gross proceeds of $4,894,881. Each unit is comprised of one common share and one half of a warrant exercisable at $0.60 within eighteen months and expire in September of 2023. As of September 30[th,] 2023, 4,449,856 warrants and 335,372 broker warrants expired without being exercised.

In February of 2023, 3,515,494 warrants were exercised at $0.40 per common share and 914,967 broker warrants were exercised at $0.325 per common share. The warrants were issued in connection with CHAR Tech’s unit offering that was completed in February of 2021 .

Stock option grants - update option grants (RSU’s, SAR’s, Long Term Incentive Prog)

On December 20, 2023, the Company granted 988,213 stock options to employees and consultants of the Company. The stock options may be exercised for a period of five years at a price of $0.50 per common share. These stock options vested: 732,999 stock options; 25% January 1st, 2024, 25% July 1st, 2024, 25% January 1st, 2025, 25% July 1st, 2025. 155,214 vests on performance milestones and time, 25% January 1st, 2025, 25% July 1st, 2025, 25% January 1st, 2026, 25% July 1st, 2026. 50,000 stock options vest equally over the next 6 months, and 50,000 stock options vest in 6 months and on performance.

On December 20, 2023, the Company granted a total of 485,342 RSUs to employees, and consultants of the Company. The RSUs may be exercised for a period of five years.

During the quarter ended December 31,2023, a total of 435,380 RSUs and 580,727 stock options were exercised by directors, officers and employees of the Company.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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On September 29[th] , 2023, the Company made an additional grant of 500,000 stock options to a consultant of the Company that vested in six equal monthly tranches commencing on Oct 1, 2023. The stock options may be exercised for a period of five years at a price of $0.50 per common share.

On April 25[th] , 2023, the Company granted 500,000 stock options to a consultant of the Company who subsequently joined the Board of Directors on June 2, 2023. The stock options were issued in two tranches of 250,000 exercisable into common shares of CHAR Tech at prices of $0.75 and $1.00. The options vest upon the completion of deliverables in both phases.

On February 22, 2023, the Company made an additional grant of 1,000,000 stock options to a consultant of the Company that vested immediately. The stock options may be exercised for a period of five years at a price of $0.66 per common share.

On February 6th of 2023, the Company granted 1,991,391 stock options to employees, consultants, directors and officers of the Company. The stock options are exercisable into common shares of CHAR Tech at a price $0.4125 per common share for a period of five years The options vested immediately except for officers of the Company whose options primarily vest with time and performance milestones over 12 months. The Company also granted 712,114 RSU’s to employees, consultants and officers of the Company that vest after one year from the date of issue.

On November 15, 2022, the Company granted 40,000 stock options to a consultant of the Company. The stock options may be exercised for a period of five years at a price of $0.36 per share. The stock options vested immediately.

On November 15, 2022, the Company granted 40,000 RSUs to a consultant of the Company.

On May 26, 2022, the Company granted 12,500 RSUs to an employee of the Company.

On March 17th, 2022, CHAR Tech granted 1,669,075 stock options to employees, directors, consultants, and officers of the Company. The stock options may be exercised for a period of five years at a price of $0.45. The Board of Directors approved 160,416 RSU’s which vest on time and performance over the following twelve months. The RSU’s have a term of five years.

TRENDS

Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Volatile capital markets present a challenge for equity financings. However, as conditions continue to improve, opportunities will likely present themselves for equity financings. Apart from these and the risk factors noted under the heading “Risk Factors”, management is not aware of any other trends, commitments, events, or uncertainties that would have a material effect on the Company’s business, financial condition, or results of operations. See “Risk Factors” below.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Selected Annual Financial Information

	Quarter Ended	Quarter Ended	Quarter Ended
	December 31, 2023	December 31, 2022	December 31, 2021
	($)	($)	($)
Revenue	414,686	498,801	312,189
Net loss	(2,370,844)	(951,788)	(1,463,918)
Net loss per share – basic and diluted	(0.02)	(0.01)	(0.02)
	As at	Quarter Ended	Quarter Ended
	December 31, 2023	December 31, 2022	December 31, 2021
	($)	($)	($)
Total assets	17,046,837	12,015,271	8,523,405
Total liabilities	11,984,067	8,086,837	4,211,126

EIGHT QUARTER SUMMARY

	Net income or (loss)
Period Revenue ($)	Total ($) Basic & diluted income (loss) per share ($)	Total Assets ($)
December 31, 2023 414,686	(2,370,845)(1) (0.02)	17,046,837
September 30, 2023 672,401	(3,367,414)(2) (0.04)	18,868,473
June 30, 2023 427,326	(1,928,450) (3) (0.02)	13,793,152
March 31, 2023 401,798	(2,182,166) (4) (0.02)	14,941,617
December 31, 2022 498,801	(951,788) (5) (0.01)	12,015,271
September 30, 2022 322,479	(2,185,240) (6) (0.03)	9,949,370
June 30, 2022 363,653	(1,424,925) (7) (0.02)	10,204,379
March 31, 2022 461,121	(1,830,270)(8) (0.02)	11,879,781

• 1) Net Loss of $2,370,845 consists of professional fees of $274,651, $78,098 for depreciation, $339,063 for amortization, $ 1,201,826 for office expenses, $101,895 for R&D expenses, consulting fees of $227,985 non-cash share-based expenses of $441,437 and offset by grant income of $23,614 and Interest income of $87,733 and partially offset by gross profit of $184,121.

• 2) Net Loss of $3,367,414 consists of professional fees of $381,786 $147,638 for depreciation, $339,062 for amortization, $ 1,077,913 for office expenses, $212,347 for R&D expenses, non-cash share-based expenses of $540,620 and offset by grant income of $590,301 and partially offset by gross profit of $-29,489.

• 3) Net Loss of $1,928,450 consists of professional fees of $355,236, $150,180 for depreciation, $335,712 for amortization, $963,932 for office expenses, $194,210 for R&D expenses, non-cash share-based expenses of $252,564 and intangible asset write down of 1,148,341 offset by grant income of $110,204 and a reduction of financial liability of $1,148,341 and partially offset by gross profit of $219,320.

• 4) Net Loss of $2,182,166 consists of professional fees of $462,392, $159,574for depreciation, $332,401 for amortization, $1,061,166 of office expenses, $175,163 for R&D expenses, non-cash share-based expenses of $862,325, offset by grant income of $672,391 and Gross Profit of $230,622.

• 5) Net Loss of 951,788 consisted of professional fees of $243,182, $$112,590 of depreciation, $340,957 for amortization, $743,718 of office expenses, $148,848 of R&D expenses, non-cash share-based expenses of $182,398, offset by grant income of $606,695 and Gross Profit of $219,713.

• 6) Net loss of $2,185,240 consisted of $422,712 of professional fees, $111,537 of depreciation, $341,796 of amortization, $853,651 of office expenses, $63,623 of R&D, non-cash share-based expenses of $646,648, offset by grant income of $110,204 and $134,645 of Gross Profit.

• 7) Net loss of $1,424,925 consisted of $343,971 of professional fees, $112,174 of depreciation, $337,606 of amortization, $666,946 of office expenses, $181,318 of R&D, offset by grant income of $110,204 and $164,865 of Gross Profit.

• 8) Net loss of $1,830,270 consisted of $347,043 of professional fees, $109,758 of depreciation, $334,255 of amortization, $605,076 of office expenses, $209,022 of R&D expenses and $452,580 of payments, offset by Gross Profit of $188,154.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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DISCUSSION OF OPERATIONS

For the quarter ended December 31, 2023, compared with the quarter ended December 31, 2022.

The Company’s net loss totaled $2,370,844 for the quarter ended December 31, 2023, with basic and diluted loss per share of $0.02. This compares with a net loss of $951,788 with basic and diluted loss per share of $0.01 for the quarter ended December 31, 2022. The increase in net loss of $1,419,056 was principally because:

• During the quarter ended December 31, 2023, the Company recognized $23,614 of grant income compared to $606,695 the same as the previous year end. The grant income recognized in the quarter ended December 31, 2023, was related to the LCIF funding initiative while the grant revenue recognized in the quarter ended December 31, 2022 was related to the OCE and SDTC funding initiatives.

• During the quarter ended December 31, 2023, the Company realized gross profit of $184,121 compared to $219,713 for the same year ended in 2022. The gross profit % remained consistent as per last fiscal quarter ended year. Increased resources were needed to pursue and develop new business opportunities along with additional resource allocations to support the engineering requirements and research and development of the Company’s growing technology business. The Company continues to invest in commercialization, in both staffing and technology enhancements, as it progresses on its projects in both the U.S. and Canada.

• The revenue decreased from $498,808 during the same period last year compared to $414,686 on a year over year basis. The decrease in revenue of $84,115 from the previous period is mainly the result of a change in the Company’s business model within the Altech unit, which has shifted its focus to higher margin projects in their compliance sector. This change allows the Company to create higher profits in the business and avoid riskier projects, thereby helping to avoid higher insurance costs. Consulting services are expanding core competencies to match client’s EH&S needs including GHG Reduction Plans, ESG & Sustainability Services, environmental noise, and industrial hygiene services. The Altech Consulting services are also supporting the Company’s BOO Projects, which do not appear as consolidated revenue. The change is balanced by an increased technology sales business and partially offset by staffing resources focused on proposal generation and an internal focus on the Company’s BOO high temperature pyrolysis projects.

• Depreciation decreased by $34,492 or 31%, for the quarter ended December 31, 2023, compared to $112,590 on December 31, 2022. This decrease is attributable to lower capital expenditures on in use equipment. The remainder of capital expenditures relate to current and future technology projects that have not been commissioned at this point in time and have not started depreciating while under construction.

• Amortization stayed relatively flat at $339,063 during the quarter ended December 31, 2023, compared to $340,957. The amortization expense is mainly attributable to intangible assets acquired through an exclusive licensing agreement with its original kiln supplier which was entered into in the fourth quarter of fiscal 2021. No cash royalty payments were made during the quarter ended December 31, 2023, and no more payments for royalties are expected to be made as the parties terminated the agreement.

• During the quarter ended December 31, 2023, office expenses increased by $445,774 or 36% over the quarter ended December 31, 2022 due to cost increases incurred in hiring additional engineering staff and key executive management positions, new facility leases at Thorold and new facility leased for the headquarters and to a lesser extent: travel, insurance, advertising, and marketing initiatives. Office expenses include salaries, rent, insurance, travel, and administrative services.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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• During the quarter ended December 31, 2023, the Company incurred $101,895 on research and development expenses compared to $148,848 for the quarter ended December 31, 2022 . Over the past three fiscal years, the Company has accelerated its research and development initiatives to rollout the pyrolysis technology for the commercialization phase while demonstrating the technology to potential customers.

• Professional fees increased by $31,469 to $274,651 during the quarter ended December 31, 2023 compared to $243,182 for the quarter ended December 31, 2022. The increase is mostly due to recruitment engagements. Consulting fees increased to $227,985 for the quarter ended December 31, 2023, compared to $4.163 in the same period last year. The increase in consulting fees is related to the review of classification of cost and an increase in the consulting fees related to the implementation of the BOO model in the company operations.

• The Company incurred noncash share-based payments of $441,437 during the quarter ended December 31, 2023, for employees, officers and directors and consultants from its Omnibus long-term incentive plan that was introduced in fiscal 2021. There was an expense recognized of $182,398 for quarter ended December 31, 2022.

• Regulatory expenses decreased to $1,357 in the quarter ended December 31, 2023 compared to $2,340 for the same period in last year, primarily because of a lesser number of transactions incurred in the period.

CASH FLOW

At December 31, 2023, the Company had cash of $466,465 compared to $102,033 at December 31, 2022. The company also had invested in a Term Deposit for $3,185,004 at December 31, 2023 ($4,000,000 at September 30[th] , 2023). The decrease in cash and Term Deposit of $1,626,693 for the three-month period from September 30, 2023, resulted from the following:

Operating activities were affected by non-cash items of depreciation of $78,098, amortization of $339,063, deferred grant income of $23,615 and share-based payments of $441,437, accretion and interest of $78,098. The net change in non-cash working capital balances used cash in operating activities of $(259,986) was comprised of an increase in amounts receivable of $176,522, an increase in work-inprogress of $2,878, an increase in prepaid expenses of $55,129, and an decrease in accounts payable and accrued liabilities of $411,143 and a decrease in deferred revenue of $92,305. For the three-month period net cash provided by operating activities was $(1,588,112) compared to $2,432,74 used in operations for the comparable period last year. The Company spent $806,479 for capital expenditures during the quarter ended December 2023, primarily for the purchase of equipment for its production facility in Thorold. Last year, the Company spent $ 2,786,135 on capital expenditures. The company also used funds from the Term Deposit for $814,996. Net cash used in investing activities in total amounted to $8,517 compared to $(2,786,135) for the same three-months period ending on December 31, 2022.

The Company had limited financing activities during the quarter ended December 31, 2023 with cash used by financing activities of $(47,094) with majority of the cash used in lease payments and cash inflows related to proceeds from options exercised in the quarter ended December 31, 2023. Cash provided by financing activities was $(4,390) at the end of December 31, 2022. Most of the cash applied to financing activities in the prior three- months period were directed to asset retirement obligations net of proceeds from loan payables.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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LIQUIDITY AND FINANCIAL POSITION

The Company’s total assets at December 31, 2023, were $17,046,837 (September 30, 2023 - $18,868,473) against total liabilities of $11,840,022 (September 30, 2023 - $11,934,508 ). The decrease in total assets of $(1,821,636) resulted primarily from an increase of $781,718 in property and equipment, a decrease in cash and term deposit of $(2,441,685) a decrease in accounts receivable of $(176,530) and an decrease of $(2,878) in Work-in-Progress, and increase in right of use assets of $420,863 offset by a decrease of $(339,063) on intangibles due to amortization. The asset expenditures for the right of use assets of $420,863 were offset by increased lease liabilities of $417,848.

The activities of the Company have been primarily financed by private placements of securities, the exercise of warrants and options and its initial public offering as well as Government funding programs.

In November 2022, the Company signed a non-refundable contribution contract with the Department of Natural Resources, under the Investments in Forest Industry Transformation program. During the fiscal year the Company received a tranche of funding from the program in the amount of $4,444,350 for CHAR Tech’s Thorold, Ontario HTP project.

On September 29, 2022, the Federal Economic Development Agency for Southern Ontario (FedDev”) and CHAR Tech entered into a Contribution Agreement where the Minister will make a repayable Contribution to CHAR Tech in respect to the Thorold Project for 50% of eligible costs, starting from the date of April 19, 2021, up to $1,500,000. As of December 31, 2023, the Company had received the full amount of the contribution agreement.

On April 20, 2022, CHAR Tech signed a $ $6,438,168 Conditional Loan Agreement with the Forest Sector Investment and Innovation Program (“FSIIP”). The Province of Ontario agreed to make available a nonrevolving term loan up to $6,438,168 for CHAR Tech’s Thorold Project. Under the Agreement there are performance incentives that relate to loan forgiveness amounts relating to the successful completion of stages and the ultimate completion of the Project. The maximum annual disbursement amounts are: $1,287,634 for Year 1, $4,635,481 for Year 2, and $515,052 for Year 3. The Year 1 disbursement payment was made in full as at December 31, 2023.

The SD Natural Gas Fund project included a $750,000 non-repayable grant from SDTC and a $1,000,000 non-repayable grant from the Ontario Centres of Excellence. The project built on the previous research and development work conducted by CHAR Tech. The project was split into 3 milestones. The first milestone, which was the design and fabrication of a 1-tonne per day biocarbon (including SulfaCHAR) production system was completed. The second milestone, which was the commissioning and initial operation of the 1- tonne per day biocarbon (including SulfaCHAR) production system was completed. The third and final milestone, which was testing of the use of SulfaCHAR for gas cleaning and agricultural applications was completed.

At December 31, 2023, the Company’s cash, working capital and access to the capital and debt markets, government programs and other funding sources is anticipated to be sufficient to fund its operations for the remainder of fiscal 2024 and 2025.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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COMMITMENTS

The Company’s original operating lease agreement for its kiln building location expired on December 11, 2020, and was terminated at December 31, 2022. A new lease was entered into at the Company’s new production facility in Thorold, Ontario for a fifty thousand square foot facility.

On June 19, 2023, the Company entered into a three-year office lease agreement commencing on November 1, 2023. The lease is the office where the Company is currently located in Morneau Shepell Centre II, 895 Don Mills Road, Toronto. The term of the new lease expires on October 30, 2026, with a total commitment of payments of 212,802 and it requires monthly lease payments of approximately $5,700.

On November 23, 2023, the Company entered into a six-year equipment lease commencing on November 23, 2023. The lease is for a wheel loader located at the Thorold plant. The lease required a downpayment of $22,050 and expires on November 23, 2029, with a total commitment of payments of $288,481 and it requires monthly lease payments of $3,952.

The Company’s minimum rental payments for its production facility and equipment in Thorold, Ontario and the Headquarter Office are as follows:

Yearly Minimum Rental Payments

Fiscal Year Amount	Fiscal Year Amount
2024	247,770.00
2025	336,138.68
2026	342,865.08
2027	286,367.90
2028	278,672.22
2029	283,297.23
2030	248,496.73
2031	245,404.98
2032	186,800.85
Total	2,455,814

LICENSE AGREEMENT & TERMINATION

During the fiscal year ending September 30, 2021, the Company signed an exclusive technology licensing agreement which included intellectual property rights and exclusivity with its original kiln supplier (based in Asia). The effective date of the Agreement was July 1st, 2021, and was effective for three years. Pursuant to this exclusive license agreement the Company was obligated to make minimum advance royalty payments of USD $3,000,000 in respect of its sales of HTP systems.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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The minimum royalty payment required payments in US dollars related to the following periods: $500,000 for year 1, $1,000,000 for year 2 and $1,500,000 for year 3 and $2,000,000 for year 4, if extended. The Company paid $750,000 USD in the FY 2021 and $1,253,502 USD in fiscal year 2022. These payments covered the first two years of the contract and part of year three that ends on September 30, 2024. The contract was terminated by both parties effective July 1, 2023. As a result, the Company would have approximately $675,000 USD outstanding to complete the payment for year 3 which ends on September 30, 2024, if deemed necessary. This financial liability is reflected in the financial statements even though there is uncertainty as to its enforceability. The intangible asset has been written down by 1,148,341, the same amount as the financial liability has been reduced during the fiscal year.

To bolster the development of our showcase facility in Thorold, Ontario, and to support our expanding project pipeline, CHAR Tech has strategically shifted its focus to a network of North American-based equipment suppliers. This transition not only ensures that our Thorold facility progresses as planned but also significantly mitigates our supply chain and project delivery risks, enhancing our operational resilience.

In line with this strategy, on August 28th, 2022, CHAR Biocarbon Inc., a wholly owned subsidiary, initiated the termination of its Exclusive Licence Agreement with Actinon Pte. Ltd, the parent company of Anergy, a Singapore-based kiln equipment provider. This decision, which aligns with our broader operational objectives, is a proactive measure to streamline our processes and fortify our supply chain. CHAR Tech has subsequently received a notice of termination effective July 1st, 2023 from Actinon Pte. Ltd, and a claim for additional licence fees from Actinon. CHAR Tech firmly disputes these claims. We are committed to taking appropriate actions to safeguard our interests and maintain the integrity of our business operations.

TRANSACTIONS WITH RELATED PARTIES

Transactions with Related Parties Breakdown

Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

The transactions with related parties are as follows:

	Quarter Ended	Quarter Ended
	December 31,	December 31,
	2023	2022
	($)	($)
DSA Corporate Services (“DSA”)(1)	1,865	2,337
1456087 Ontario Inc (“1456087”)(2)	30,000	30,000
Mark Korol, CFO(3)	36,000	36,000

(1) DSA is affiliated with MSSI through a common officer. DSA provides corporate secretarial services. As at December 31, 2023, DSA was owed $1,271 (September 30, 2023 $1,610). These amounts are included in accounts payable and accrued liabilities.

(2) 1456087 is a company controlled by James Sbrolla, a director of the Company. 1456087 provides consulting services to the Company. As at December 31, 2023, 1456087 was owed $11,300 (September 30, 2023 $nil).

(3) Mark Korol was appointed Chief Financial Officer as of April 1, 2020. Mr. Korol ceased to be the CFO in November 20, 2023. As at December 31, 2023, Mark Korol was owed $13,560 (September 30, 2023 $nil). The fees charged during the year are for management fees.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Remuneration of Directors and Key Management

Remuneration of directors and key management of the Company was as follows:

	Quarter Ended	Quarter Ended
	December 31,	December 31,
	2023	2022
	($)	($)
Salaries	182,096	91,582
Total	182,096	91,582

OUTSTANDING SHARE DATA

The number of common shares of the Company outstanding and the number of common shares issuable pursuant to other outstanding securities of CHAR Tech as of February 27, 2024, are as follows:

Total Securities

Securities	As at February 27, 2024
Common Shares	101,126,637
Stock Options Outstanding	9,067,045
Unit Warrants	2,750,000
Broker Warrants	-
RSUs	1,913,180
SARs	480,000
Total Securities	115,336,861

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of CHAR Tech.

PROPOSED TRANSACTIONS

There are no proposed material transactions relating to assets or business acquisitions or dispositions as of January 27, 2024.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical areas of estimation and judgments in applying accounting policies include the following:

Going concern

As discussed above, these consolidated financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management uses judgment in determining assumptions for cash flow projections, such as anticipated financing, anticipated sales, and future commitments to assess the Company’s ability to continue as a going concern. A critical judgment is that the Company continues to raise funds going forward and satisfy their obligations as they become due.

Deferred taxes

The calculation of deferred taxes is based on assumptions which are subject to uncertainty as to timing and which tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude of non-capital losses available for carry forward and of the balances in various tax pools. By their nature, these estimates are subject to measurement uncertainty, and the effect on the financial statements from changes in such estimates in future period could be material. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets are reviewed at each statement of financial position date and adjusted to the extent that it is no longer probable that the related tax benefit will be realized.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Useful lives of property and equipment and intangibles

As described above, the Company reviews the estimated useful lives of property and equipment and intangibles with definite useful lives at the end of each year and assesses whether the useful lives of certain items should be shortened or extended, due to various factors including technology, competition and revised service offerings. During the quarter ended December 31, 2023, the Company was not required to adjust the useful lives of any assets based on the factors described above.

Business combinations

In a business combination, all identifiable assets, liabilities, and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.

Share-based payments

The Company estimates the fair value of convertible securities such as warrants and options using the Black-Scholes option-pricing model which requires significant estimation around assumptions and inputs such as expected term to maturity, expected volatility and expected dividends.

CAPITAL MANAGEMENT

The Company includes equity comprised of share capital, reserves, and deficit, in the definition of capital.

The Company’s objective when managing its capital is to safeguard the ability to continue as a going concern in order to provide returns for its shareholders, and other stakeholders and to maintain a strong capital base to support the Company’s core activities. The Company has no externally imposed capital requirements. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Risk management

In the normal course of its business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks, and the actions taken to manage them, are as noted below.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Credit Risk

Credit risk is the risk that one party to a financial instrument fails to discharge an obligation and causes financial loss to another party. Financial instruments that potentially subject the Company to credit risk consist primarily of cash and accounts receivable. The risk related to cash is managed through the use of a major financial institution which has high credit quality as determined by the rating agencies. Accounts receivable mainly consists of receivables from its customers and have historically been subject to very few bad debts. Credit risk is assessed as low.

Market risk

Market risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company’s cash includes cash held in bank accounts that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not hold any significant interest-bearing assets or liabilities.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company’s strategy is to satisfy its liquidity needs using cash on hand, and cash flow provided by financing activities. As at December31, 2023 the Company had cash of $466,465 and total current assets of $5,582,489. The Company had current liabilities of $2,789,081 of which $482,333, can be deferred. The Company’s accounts payable and accrued liabilities, and deferred grant income are generally due within one year from the date of the statement of financial position.

Fair value

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The fair value of the Company’s cash, amounts receivable, accounts payable and loans payable are estimated by management to approximate their carrying values due to their short-term nature.

RISK FACTORS

Investment Risk

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. In addition to the risks identified therein, additional risks not presently known to the Company may arise from to time and may cause a material adverse effect on the Company and any investment in the Company. Investors are cautioned not to rely upon any forward-looking statements in this MD&A as such statements are subject known and unknown risks.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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No History of Profits

To date, CHAR Tech has not generated profits and there is no guarantee of future profitability. The company's success hinges on generating significant revenue to finance operations independently of external funding. There is no certainty that future revenues will be adequate to sustain operations without additional external funding. Insufficient capital may compel CHAR Tech to pass up potential business opportunities.

Future Capital Requirements

CHAR Tech will require additional financing in order to grow and expand its operations. It is possible that required future financing will not be available, or if available, will not be available on favourable terms. There can be no assurances that CHAR Tech will be able to raise additional capital if its capital resources are exhausted.

Management of Growth

CHAR Tech may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. Any expansion of CHAR Tech’s business may place a significant strain on its financial, operational, and managerial resources. There is no guarantee that CHAR Tech can manage this growth effectively.

Limited Operating History

CHAR Tech began operations in February 2011 and has now begun to commercialize its proprietary technology across North America. Common to emerging technology companies like CHAR Tech, however, there are inherent risks in advancing new designs and processes.

Reliance on Management

The success of CHAR Tech is dependent upon the ability, expertise, judgment, discretion and good faith of their respective senior management. CHAR Tech’s management team possesses critical industry knowledge and relationships that we depend on to implement our business plan.

Additional Financing

To realize its growth strategies, CHAR Tech may need to secure additional equity or debt financing. This financing is necessary to support ongoing operations, capital expenditures, and potential acquisitions or business combinations.

Competition

CHAR Tech operates in a competitive environment and may face challenges from companies with longer histories, greater financial resources, and more experience in manufacturing and marketing.

Operating Risk and Insurance Coverage

CHAR Tech has insurance to protect its assets, operations, and employees. While CHAR Tech believes its insurance, coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which CHAR Tech is exposed.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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Fluctuation of Market Price

The market price of the Company’s Shares may be subject to wide fluctuations in response to many factors.

Dividends

The Company has no earnings or dividend record and does not anticipate paying any dividends on the Common Shares in the foreseeable future.

Limited Market for Securities

The Company’s are listed on the Exchange, however, there can be no assurance that an active and liquid market for the Company’s Shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.

Environmental and Employee Health and Safety Regulations

CHAR Tech’s operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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CAUTION NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A and in certain documents incorporated by reference in this MD&A, contain “forward-looking information” for the purposes of applicable Canadian securities laws (the “forward-looking statements”). All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements, including those risk factors identified below in the section “Risk Factors. The forward-looking statements in this MD&A speak only as of the date of this MD&A unless an alternative date is specified in such statement. Certain forward-looking statements contained in this MD&A relate to the Company’s ability to continue its business activities and to execute on its business plan as currently anticipated. These forward look-statements as well as the other forward-looking statements contained herein, are based upon certain material assumptions, including the Company’s expectation that its costs will remain consistent with the costs currently anticipated and that financing through equity raises, debt financing or a combination thereof will continue to be available to the Company and on terms anticipated and reasonably acceptable to the Company. The risk factors identified in the “Risk Factors” section below may cause such assumptions and/or the forward-looking statements to be untrue.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company’s ability to predict or control. Please see the “Risk Factors” section included in this MD&A. Readers are cautioned that actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

1. Controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, filings or other reports filed or submitted under securities legislation is recorded, processed, summarized, and reported within the time periods specified in securities legislation; and

2. A process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual filings and other reports provided under securities legislation.

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

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HEAD OFFICE

Morneau Shepell Centre II, 895 Don Mills Road, Suite 400, Toronto, Ontario, M3C 1W3

CONTACT

1-800-323-4937 info@chartechnologies.com

Management’s Discussion & Analysis for the Quarter Ended: December 31, 2023 Discussion Dated: February 27[th] , 2024

chartechnologies.com