OLT.P Orletto Capital II Inc

Orletto Capital II Inc. (TSXV: OLT.P) (“Orletto”) a capital pool company listed on the TSX Venture Exchange (the “Exchange”) and Charbone Corporation (“Charbone”) are pleased to announce that Charbone and the City of Selkirk (the “City of Selkirk”) have entered into a non-binding memorandum of understanding (the “MOU”) pursuant to which they are entering into exclusive discussion into the establishment of a first green hydrogen production facility in Manitoba for the supply of green hydrogen on a land owned by the City of Selkirk. Charbone will leverage is expertise in the construction and development of green hydrogen production facilities powered from renewable energies and the selling and distribution of it’s green hydrogen.

Under the terms of the MOU, Charbone and the City of Selkirk will cooperate to define the best location for a proposed green hydrogen facility of (i) a de-commissioned waste-water treatment plant site located within the City of Selkirk (long-term lease), and (ii) a facilitate placement on appropriately suited industrial land, proximate to a potential and complimentary manufacturing interest (by sale of other arrangements). Charbone and the City of Selkirk will evaluate the feasibility of the facility with expected initial deliveries as early as the fourth quarter of 2022. Charbone and the City of Selkirk will negotiate to determine a fair and reasonable monthly rental rate, as they work together with the provincial authorities or others to ensure Charbone has access to required utilities and to identify and contact potential green hydrogen users. Charbone may also provide to the City of Selkirk oxygen in the absence of market feasibility.

“The City of Selkirk and its proximity to Winnipeg, to the USA border and the potential Manitoba customer base for Charbone around the area is a tremendous advantage for us” said Dave B. Gagnon, Chairman and CEO of Charbone. “The proactive collaboration of the City of Selkirk and, the different Manitoban government agencies involve into the discussion have conducted to a rapid decision to explore the potential of Charbone to install its first western Canadian green hydrogen facility and offer Manitoba and Canadian industries a new alternative clean energy solution.”

“We are pleased that Charbone Corporation has decided on the City of Selkirk as the potential location for its first Western Canadian venture,” said Tim Feduniw, Director of Sustainable Economic Development for the City of Selkirk. “This is great news as it literally fuels our vision for growth by creating prosperity in harmony with the environment.”

“This is an exciting project for Manitoba and Manitoba’s trucking industry.  Our members are eager to participate pro-actively in the decarbonization of our sector. Charbone is bringing options and solutions to Manitoba in an effort to start changing our economy”, said Aaron Dolyniuk Acting Executive Director of the Manitoba Trucking Association.

For more information on Orletto’s proposed qualifying transaction with Charbone (the “Qualifying Transaction”), see press release dated October 22, 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 the City of Selkirk

The City of Selkirk is a small city with big city attitude nestled along the banks of the Red River just 20 kilometers North of Winnipeg, in Manitoba, Canada.

About Orletto

Orletto 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, Orletto 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.

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 Orletto and Charbone was supplied by the parties, respectively, for inclusion herein, and Orletto 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 potential Qualifying Transaction, Charbone’s expected commercialization and supply and logistics business opportunities related to green hydrogen, the expected completion of Charbone’s City of Selkirk production facility, the negotiation and completion of definitive agreements between Charbone and City of Selkirk and the expected timing of such events. The forward-looking statements reflect the Orletto 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 Orletto 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 Orletto and Charbone are successful in completing the Qualifying Transaction, whether Charbone and City of Selkirk are successful in negotiating and entering a definitive agreement and whether the City of Selkirk, Manitoba facility will be constructed and operational in the anticipated time frame. The forward-looking statements may be affected by risks and uncertainties in the business of Orletto and Charbone.

Except as required under applicable securities legislation, Orletto 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
Orletto Capital II Inc.
Telephone: +1 778 996-4676
Email: benoitchotard@shaw.ca