Charbone Hydrogen Announces Amendment to Terms of Convertible Debentures with Finexcorp-Led Group

(TheNewswire)

Brossard, Quebec – TheNewswire - June 10, 2024 – CHARBONE HYDROGEN CORPORATION (TSXV: CH; OTCQB: CHHYF; FSE: K47) (the “Company” or “CHARBONE”), North America’s only publicly traded pure-play green hydrogen company, is pleased to announce that further to its news release dated October 11, 2022, it has signed an agreement of principles to amend (the "Debenture Amendment") certain terms of the secured convertible debentures of the Company (each, a "Debenture") that were issued by the Company in connection with the private placement of debentures of an aggregate principal amount of $1.2 million CAD of 14% secured convertible debentures.

Prior to the Debenture Amendment taking effect, the Debentures were convertible into common shares of CHARBONE(each, a "Debenture Share"), at a conversion price per share of $0.40 CAD, until maturity.

Under the new Debenture Amendment:

• The maturity date has been extended from October 7, 2024 to October 31, 2025;

• The convertible balance, including unpaid interests, moves from $1.2 million CAD to $1.345 million CAD with a annual rate decrease dropping from 14% to 12%, payable monthly; and

• The conversion price of the Debentures moves from $0.40 per Debenture Share to $0.10 CAD per Debenture Share; with an additional 1,345,000 new warrants exercisable at a price per share of $0.10 CAD, for a period of 12 months (the “Warrants”).

The new Debentures and Warrants will be subject to the approval of the TSX Venture Exchange and the completion of a first closing of the multi-million-dollar financing mentioned by press release on March 18, 2024.

“The steps announced today meaningfully extend maturities and provide us with additional financial flexibility to execute our plans to deliver green hydrogen production facilities in both the US and Canada before year end,” said Benoit Veilleux, Chief Financial Officer and Corporate Secretary of CHARBONE. “We will continue to optimize our capital structure as we gain momentum and advance our first-mover advantages and shareholder interests.”

Other Corporate Updates

Investment Publishing LLC has been active since 2014 on different YouTube channels and based in Indiana (USA). Common Cents Media, from Washington state (USA), is a market communications and digital content partner to companies driving disruptive innovation and environmental sustainability across tech and resource intensive sectors. Investment Publishing LLC subscribed for 420,000 Units of the February 1st, 2024 private placement. No stock options are being granted to either Investment Publishing LLC or Common Cents Media, and no other compensation is payable in connection with their engagement other than the monthly fee disclosed in the press release issued on February 20th, 2024 and they do not have any intent to acquire more interest in Charbone, as per Charbone’s knowledge.

Further to its news releases dated December 7, 2023 and March 8, 2024 announcing the closing of Units for debt settlement for a total of $138,066 of suppliers’ payables, the Company is pleased to announce that it has received all approval from TSX Venture Exchange to issue the shares and warrants and can confirm settlement of the debts. Also, the nature of services provided were $88,066 for legal fees and $50,000 for engineering work.

Charbone has retained Independent Trading Group (‘’ITG’’), established in 1992 and based in Toronto as an independent dealer, to provide services whereby it will buy and sell securities of the Company for the purposes of "market making", which includes facilitating trading, or liquidity, in those securities in the capital of the Company that are trading on the TSX Venture Exchange. Under the terms of the agreement, ITG will receive a fee of $5,000 per month for an initial period of three months, commencing May 1, 2022. The agreement has been automatically renewed since then and will continue to renew for subsequent 1-month terms unless either party provides at least 30 days written notice. No stock options are being granted, and no other compensation is payable in connection with the engagement. Chris Kaplan from ITG has no relationship with Charbone other than being the market maker for Charbone. ITG has variable stock position in Charbone in the course of the "market making" mandate and using their own funds to execute.

About CHARBONE Hydrogen Corporation

CHARBONE is an integrated green hydrogen group focused on delivering a network of modular green hydrogen production facilities across North America. Using renewable energy sources to produce green (H2) dihydrogen molecules and eco-friendly energy solutions for industrial, institutional, commercial and future mobility users, CHARBONE plans to scale and deliver green hydrogen production facilities in both the US and Canada by 2024, with an additional 14 facilities planned by 2030. CHARBONE is the only publicly traded pure-play green hydrogen company with common shares trading on the TSX Venture Exchange (TSXV: CH); the OTC Markets (OTCQB: CHHYF); and the Frankfurt Stock Exchange (FSE: K47). For more information, please visit www.charbone.com

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.

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