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 Superior Propane (“Superior”) (TSX: SPB) have entered into a non-binding letter of intent pursuant to which they are collaborating to provide green hydrogen to commercial and industrial customers initially in Quebec, Canada. Superior and Charbone will leverage their collective expertise in mobile energy distribution and related logistics and green hydrogen production, respectively, to make hydrogen fuel an affordable and convenient energy option for companies looking to reduce carbon emissions, utilize green sources of energy and achieve sustainability goals across multiple industry sectors.

Under the terms of the non-binding letter of intent between Charbone and Superior, Charbone will provide Superior with green hydrogen from its planned Sorel-Tracy, Quebec facility with initial deliveries expected as early as the third quarter of 2022. Superior’s industry leading energy distribution businesswill be responsible for delivering hydrogen directly from Charbone’s facility to Superior’s customers. These customers include mining, power generation, transportation and industrial energy users. The agreement between Superior and Charbone is subject to negotiation and completion of the terms of definitive agreements and the construction of the Sorel-Tracy, Quebec facility.

“We are excited to be working with Charbone to offer green hydrogen to customers in Quebec, Canada,” said Luc Desjardins, Superior’s President and CEO. “Superior’s safety record, logistics network and best-in-class mobile energy distribution platform will enable Charbone to continue to expand its hydrogen supply business. Superior’s access to Charbone’s green hydrogen production will allow us to sell cost-effective green energy to current and new customers and aligns with our larger strategy to offer alternative energy products, including green and low carbon energy alternatives, to our customers by leveraging our existing energy distribution business”.

“The combination of Superior’s expertise in delivering portable energy solutions to a wide variety of industries with Charbone’s production of green hydrogen, will be a game changer related to availability of zero carbon energy offerings to customers in Quebec”, said Rick Carron, President of Superior Propane.

“Our agreement with Superior to build an exclusive partnership is a very important milestone in the history of Charbone Corporation,” said Dave B. Gagnon, Chairman and CEO of Charbone. “The resulting agreement from this partnership will allow both parties to produce, develop, sell and distribute green hydrogen throughout an extensive network and offer Canadian industries a new alternative clean energy solution”.

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 Superior

Superior is a leading North American distributor and marketer of propane and distillates and related products and services, servicing over 780,000 customer locations in the U.S. and 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 Sorel-Tracy production facility, the negotiation and completion of definitive agreements between Charbone and Superior 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 Superior are successful in negotiating and entering a definitive agreement and whether the Sorel-Tracy, Quebec 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.

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