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BROSSARD, Quebec, April 19, 2022 (GLOBE NEWSWIRE) — Orletto Capital II inc. (“Orletto”) (TSXV: OLT.P), a capital pool company listed on the TSX Venture Exchange (the “To exchange”), is pleased to announce that, on April 14, 2022, by certificate of amendment issued by Corporations Canada, it changed its name to Charbone Hydrogen Corporation (“Carbon Hydrogen“) and consolidated its issued and outstanding common shares (the “Ordinary actions”) on the basis of 1.079365 pre-consolidation ordinary share for one post-consolidation ordinary share (the “Consolidation ratio”). No fractional common shares will be issued. Any fractional interest in ordinary shares which is less than 0.5 of an ordinary share resulting from the consolidation will be rounded to the nearest whole ordinary share and any fractional interest in ordinary shares which is 0. 5 or more common shares will be rounded to the nearest whole common share. The 6,800,000 common shares currently issued and outstanding will be reduced to 6,300,000 common shares. Outstanding stock options will also be adjusted by the consolidation ratio and the exercise prices of outstanding options will be adjusted accordingly.

Charbone Hydrogen (formerly Orletto) is also pleased to announce that the Stock Exchange has conditionally approved the proposed business combination with Charbone Corporation (“Coal”) by means of a three-party merger which will constitute the qualifying transaction of Charbone Hydrogen (the “Eligible transaction”), and filed a statement relating to the Qualifying Transaction dated March 31, 2022. Assuming all closing conditions are satisfied, Charbone Hydrogen and Charbone expect to close the Qualifying Transaction on or about April 22, 2022. Trading in the common shares is expected to resume on or about May 3, 2022 under the new symbol CH. In due course, the parties will issue another press release announcing the closing of the Qualifying Transaction.

The story continues

For more information on the qualifying transaction, see the August 3, 2021 press release.

About Coal

Charbone Corporation is a Canadian green hydrogen group established in North America. The Company’s strategy is to develop modular and expandable hydrogen facilities. Thanks to the acquisition of hydroelectric power plants in the United States of America and Canada, Charbone will be able to produce green dihydrogen molecules from reliable and sustainable energy to distinguish itself as a supplier of an environmentally friendly solution. environment for industrial and commercial enterprises.

About Carbon Hydrogen

Charbone Hydrogen is a Capital Pool Company pursuant to Exchange Policy 2.4. Except as otherwise provided in this policy, until the completion of its qualifying transaction, Charbone Hydrogen will not engage in any activity other than the identification and evaluation of companies, businesses or assets with a view to completing a qualifying transaction. . Investors are cautioned that trading in the securities of a capital pool company is considered highly speculative.

Other topics

Trading in the Common Shares has been halted in accordance with the policies of the Exchange and will remain so until the satisfaction of the Exchange’s conditions for the resumption of trading.

Charbone has provided all of the information contained in this press release regarding Charbone and Charbone Hydrogen and its directors and officers have relied on Charbone for such information.

The securities described in this press release, and the securities into which they may be converted or exchanged, have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or on behalf of, or for the benefit of U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended) absent registration or exemption recording. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful.

Caution note

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, Exchange Acceptance and, if applicable, in accordance with Exchange Requirements, majority of minority shareholders. If so, the qualifying transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, unless otherwise specified in the filing statement to be prepared in connection with the Qualifying Transaction, any information published or received regarding 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 Bourse has in no way passed on the merits of the Qualifying Transaction and has neither approved nor disapproved of the content of this press release.

All information in this press release regarding Charbone Hydrogen and Charbone has been provided by the parties, respectively, for inclusion herein, and Charbone Hydrogen and its respective directors and officers have relied on Charbone for all information regarding Charbone.

Forward-looking statements

This press release contains statements that are “forward-looking information” within the meaning of Canadian securities laws (“forward-looking statements“). These forward-looking statements are often identified by words such as “intends”, “anticipates”, “expects”, “believes”, “plans”, “likely” or similar words. More Specifically, this press release includes forward-looking statements regarding the completion of the Qualifying Transaction, the resumption of trading of the Common Shares and the timing of such events. Forward-looking statements reflect management’s respective expectations, estimates or projections. Charbone Hydrogen and Charbone regarding future results or events, based on management’s opinions, assumptions and estimates considered reasonable on the date the statements are made. Although Charbone Hydrogen and Charbone believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on statements. forward-looking factors, as unknown or unpredictable factors could cause actual results to be material. materially different from those reflected in the forward-looking statements. Among the key factors that could cause actual results to differ materially are whether they are able to satisfy the listing requirements for the Common Shares on the Exchange. Forward-looking statements may be affected by risks and uncertainties in the businesses of Charbone Hydrogen and Charbone.

Except as required by applicable securities laws, Charbone Hydrogen and Charbone undertake no obligation to publicly update or revise any forward-looking information.

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..

contacts

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