OLT.P Orletto Capital II Inc

Orletto Capital II Inc. (“Orletto”) (TSXV: OLT.P), a capital pool company listed on the TSX Venture Exchange (the “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 (“Charbone Hydrogen”) and consolidated its issued and outstanding common shares (the “Common Shares”) on the basis of 1.079365 pre-consolidation Common Share for one post-consolidation Common Share (the “Consolidation Ratio”). No fractional Common Shares will be issued. Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the consolidation will be rounded down to the nearest whole Common Share and any fractional interest in Common shares that is 0.5 or greater of a Common Share will be rounded up 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 Exchange has conditionally approved the proposed business combination with Charbone Corporation (“Charbone”) by way of a three-cornered amalgamation which will constitute the qualifying transaction of Charbone Hydrogen (the “Qualifying Transaction”), and that it has filed a filing statement in respect of the Qualifying Transaction dated effective March 31, 2022. Assuming all conditions to closing are satisfied, Charbone Hydrogen and Charbone anticipate to close the Qualifying Transaction on or about April 22, 2022. The Common Shares are expected to resume trading on or about May 3, 2022 under the new symbol CH. In due course, the parties will issue a further press release announcing the closing of the Qualifying Transaction.

For more information on the Qualifying Transaction, see the press release dated August 3, 2021.

About Charbone

Charbone Corporation is a Canadian green hydrogen group established in North America. The Company’s strategy consists in developing modular and expandable hydrogen facilities. Through the acquisition of hydropower plants in the United States of America and Canada, Charbone will be able to produce green dihydrogen molecules using reliable and sustainable energy to distinguish itself as a provider of an environmentally friendly solution for industrial and commercial enterprises.

About Charbone Hydrogen

Charbone Hydrogen is a capital pool company pursuant to the Exchange’s Policy 2.4. Except as specifically contemplated in such policy, until the completion of its Qualifying Transaction, Charbone Hydrogen will not carry on business, other than 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 Matters

Trading in the Common Shares has been halted in compliance with the policies of the Exchange, and will remain halted pending satisfaction of the conditions of the Exchange for resumption of trading.

Charbone has supplied all information contained in this news release with respect to Charbone and Charbone Hydrogen and its directors and officers have relied on Charbone for any 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 for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority 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 Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to Charbone Hydrogen and Charbone was supplied by the parties, respectively, for inclusion herein, and Charbone Hydrogen and its respective directors and officers have relied on Charbone for any information concerning Charbone.

Forward-Looking Statements

This news release contains statements that are "forward-looking information" as defined under 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. Specifically, this news release includes forward-looking statements regarding the completion of the Qualifying Transaction, the resumption of trading of the Common Shares, and the timing for those events. The forward-looking statements reflect the Charbone Hydrogen and Charbone's respective management's expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at 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 forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. Among the key factors that could cause actual results to differ materially: whether they are able to satisfy the listing conditions for the listing of the Common Shares on the Exchange. The forward-looking statements may be affected by risks and uncertainties in the business of Charbone Hydrogen and Charbone.

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

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

Contacts

For further information, please contact:

Dave B. GAGNON	Stéphane DALLAIRE
Chief Executive Officer and Chairperson of the Board	Chief Financial Officer and Head of Corporate Finance
CHARBONE Corporation	CHARBONE Corporation
Telephone: +1 450 678-7171	Telephone: +1 514 234-2544
Email: dg@charbone.com	Email: sd@charbone.com
Benoit CHOTARD
President, Chief Executive Officer and Director
Charbone Hydrogen Corporation
Telephone: +1 778 996-4676
Email: benoitchotard@shaw.ca