Cleantech Capital Inc.
TSX VENTURE : YES.P

February 17, 2016 15:28 ET

Cleantech Capital Inc. Enters Into Definitive Agreement With CHAR Technologies Inc.

TORONTO, ONTARIO--(Marketwired - Feb. 17, 2016) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES

Cleantech Capital Inc. ("Cleantech") (TSX VENTURE:YES.P) and CHAR Technologies Inc. ("CHAR") are pleased to announce that they have entered into a definitive amalgamation agreement (the "Definitive Agreement") dated February 11, 2016 to merge Cleantech and CHAR by way of three-cornered amalgamation (the "Amalgamation") of CHAR and a wholly-owned subsidiary of Cleantech, 2500281 Ontario Inc., to form one company as a wholly-owned subsidiary of Cleantech to continue to conduct the business of CHAR.

The Amalgamation is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSX Venture Exchange (the "TSXV"). If completed, the Amalgamation will constitute Cleantech's Qualifying Transaction (as such term is defined in TSXV Policy 2.4 - Capital Pool Companies).

About CHAR

CHAR is in the business of producing a proprietary activated charcoal like material (SulfaCHAR), which can be used to removed hydrogen sulfide from various gas streams (focusing on methane-rich and odourous air). The SulfaCHAR, once used for the gas cleaning application, has further use as a sulfur-enriched biochar for agricultural purposes (saleable soil amendment product).

About Cleantech

Cleantech is a capital pool company governed by Exchange policies. Cleantech's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposed Qualifying Transaction, including statements regarding the terms and conditions of the Qualifying Transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, that the ultimate terms of the Qualifying Transaction will differ from those currently contemplated, and that the Qualifying Transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Additional information identifying risks and uncertainties is contained in Cleantech's filings with the Canadian securities regulators, which are available at www.sedar.com.

Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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