CHARBONE Hydrogen Announces a Second Closing of its $1M Non-Brokered Private Placement

(TheNewswire)

Brossard, Quebec – TheNewswire - December 3, 2024–CHARBONE HYDROGEN CORPORATION(TSXV: CH; OTCQB: CHHYF; FSE: K47) (“CHARBONE” or the “Company”), North America’s only publicly traded pure-play green hydrogen company, is pleased to announce the second closing of its $1M non-brokered private placement. The Company has secured an additional $0.163M with the closing of its second tranche, for a total amount of $0.818M, to accelerate the completion of its flagship green hydrogen production facility in Sorel-Tracy, Quebec, scheduled to begin operations in the coming weeks. The investment comes from four investors, including the Company’s CFO with a subscription of $0.045M.

CHARBONE’s Sorel-Tracy, Quebec project will serve as the Company’s flagship green hydrogen facility, establishing CHARBONE as a leader and first mover, with production expected to start in few weeks, shortly after the pre-ordered and ready for shipment electrolyzer has been shipped and delivered to the site. CHARBONE plans to build and deliver a network of sixteen (16) green hydrogen production facilities across North America by 2030.

The $0.818M raised to date is part of a $1M equity private placement offering. The second tranche involved issuing 3,260,000 Units, with each Unit priced at $0.05 and consisting of one common share and one common share purchase warrant.

Proceeds from the financing will be primarily allocated to:

• Engineering and construction at Sorel-Tracy facility

• Equipment procurement and infrastructure development

• Project management and preparation for a larger financing round

Each of the units offered (each a “Unit”), priced at $0.05 per Unit, was comprised of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.05 for a period of 12 months following the closing date of the Offering (the “Closing Date”). At the Closing Date, the Company paid a finder’s fee of $1,630 and issued 32,600 finder’s warrants to registered dealers in connection with sale of certain Units to qualified subscribers introduced to the Company by such dealers. The Units were offered by way of the “accredited investor” exemptions under National Instrument 45-106 – Prospectus Exemptions (in Québec, Regulation 45-106 – Prospectus Exemptions). However, the Company reserves the right not to accept subscription amounts of less than $5,000 (100,000 Units) to avoid disproportionate administrative costs.

The closing of the Equity Offering remains subject to the approval of the TSX Venture Exchange and other customary closing conditions. All securities issued pursuant to the Offering are subject to a statutory four month and one day hold period in Canada following the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About CHARBONE Hydrogen Corporation

CHARBONE is an integrated green hydrogen company focused on creating a network of modular green hydrogen production facilities across North America. Using renewable energy, CHARBONE produces eco-friendly dihydrogen (H2) for industrial, institutional, commercial, and future mobility users. CHARBONE is currently the only publicly traded pure-play green hydrogen company, with shares listed on the TSX Venture Exchange (TSXV: CH); the OTC Markets (OTCQB: CHHYF); and the Frankfurt Stock Exchange (FSE: K47).For more information on CHARBONE Hydrogen and its projects, 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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