Brossard, QC - TheNewswire - March 31, 2023 - Charbone Hydrogen Corporation (TSXV:CH) (OTC:CHHYF) (FWB:K47) (“Charbone”) announces that the independent and disinterested directors of Charbone have approved an extension of 12 months for the repayment of an aggregate of $301,372.19 of shareholder advances originally due to be repaid on or before March 31, 2023 by the key management shareholders directly or indirectly through their management companies, namely Mr. Dave Gagnon, Mr. Daniel Charette and Buckell Trust (collectively, the “Management Shareholders”). Charbone, to which the amounts are due, and each of the Management Shareholders have entered into amendments dated effective March 31, 2023 (the “Amendments”), amending the debt recognition agreements previously signed on March 8, 2022, as amended on April 20, 2022, in order to extend the repayment date to March 31, 2024. The advances remain repayable on demand but no later than March 31, 2024, and as provided in the escrow agreements that were entered into in April 2022, the release from escrow of any shares held by each of the Management Shareholders will also remain subject to the prior repayment of their respective amounts.  The Management Shareholders have already started to decrease the total amount due to Charbone and acknowledge the repayment obligation.  

The Amendments constitute related party transactions (as defined in Regulation 61-101 – Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”)), but are exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 in accordance with Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101. The exemption is based on the fact that the fair market value of the amounts due by the Management Shareholders, individually and in the aggregate, does not exceed 25% of the market capitalization of Charbone.  The independent directors of Charbone approved the Amendments.

About Charbone

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

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. The forward-looking statements reflect 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 believes 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. The forward looking statements may be affected by risks and uncertainties in the business of Charbone. These risks, uncertainties and assumptions include, but are not limited to, those described under “Risk Factors” in the Corporation’s Filing Statement dated March 31, 2022, which is available on SEDAR at www.sedar.com; they could cause actual events or results to differ materially from those projected in any forward-looking statements.

Except as required under applicable securities legislation, Charbone undertakes 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

Benoit Veilleux

Chief Financial Officer and Corporate Secretary

CHARBONE Hydrogen Corporation

Telephone: +1 450 678-7171

Email: bv@charbone.com