Mr. Dave Gagnon reports

CHARBONE HYDROGEN ANNOUNCES CLOSING OF A FIRST TRANCHE OF ITS $0.75M NON-BROKERED PRIVATE PLACEMENT AND UNITS FOR DEBTS FINANCING FOR A TOTAL AMOUNT OF $0.34M

Charbone Hydrogen Corp. has closed a first tranche of a private placement financing of units of the company for gross proceeds of $251,500 and units for debt settlement of $88,066, for a total of $339,566.

Each of the units offered, priced at five cents per unit, was composed of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share of the company at an exercise price of five cents for a period of 12 months following the closing date of the offering. A total of 5.03 million units were issued pursuant to the closing of the first tranche of the offering. The company may issue up to an additional 9.97 million units, for gross proceeds of up to $498,500, representing a total offering of up to $750,000.

At the closing date, the company engaged to pay a finder's fee of $10,150 and will issue 203,000 finder's warrants to a registered finder in connection with sale of units to a qualified subscriber introduced to the company by such finder.

The units were offered by way of the accredited investo exemptions under National Instrument 45-106 -- Prospectus Exemptions (in Quebec, 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 proceeds from the offering are intended to be used by the company to finance operations to continue Sorel-Tracy (Quebec, Canada) project and to prepare a significant potential financing transaction.

The closing of the offering remains subject to the approval of the TSX Venture Exchange and other customary closing conditions. The company intends to close a second tranche in the coming days, but no later than Dec. 22, 2023. All securities issued pursuant to the offering are subject to a statutory four-month hold period in Canada following the closing date.

The company has settled with arm's-length suppliers $88,066 of payables through the issuance of units. Each of the units offered, priced at 10 cents per unit, was composed of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share of the company at an exercise price of 12 cents for a period of 12 months following the closing date. A total of 880,660 units will be issued pursuant to the closing, at a conversion price per unit of 10 cents. The company believes that the settlement of the payables through the issuance of securities is appropriate at the present time in light of the various project commitments and the overall need to manage its cash in a prudent manner. Any debt settlement will be reflected by a formal agreement and will be subject to the approval of the TSX Venture Exchange. Any securities issued pursuant to a debt settlement will be subject to a statutory four-month hold period in Canada and be released in a manner of 25 per cent of the total shares received every quarter over a period of 12 months.

In addition, the company has entered into a media services agreement with Proactive Investors North America Inc. to raise public awareness of the company and enhance its profile with the global investment community. Proactive reporters will provide coverage of the company's news releases, interviews with the company's executives and a dedicated landing page across Proactive's website network. Proactive's content will also be syndicated across social media, news aggregators and news tracking services. Proactive has not been engaged to provide investor relations services. Proactive's media package is for a term of one year at an annual fee of $45,000. Proactive has also subscribed for 900,000 units of the current offering. No stock options are being granted to Proactive and no other compensation is payable in connection with its engagement.

About Charbone Hydrogen Corp.

Charbone is a green hydrogen group established in North America. The company's strategy is to develop modular and expandable hydrogen facilities and regional hubs. Charbone will be able to produce green dihydrogen molecules using reliable and sustainable energy in order to distinguish itself as a supplier of an ecological solution for industrial, commercial and mobility users.

We seek Safe Harbor.