Tumbes Basin TEA Technical Update

Charbone Hydrogen Corporation (TSXV:CH) (OTC:CHHYF) (FWB:K47) (“Charbone” or the “Company“) is pleased to announce that, in connection with its previously announced private placement financing (the “Offering“) “), the Company closed a second tranche of the Offering for an amount of $248,377. Combined with the prior closing, the Company raised a total of $499,877 pursuant to the Offering.

Each Unit, at a price of $0.05 per Unit, is comprised of one common share of the Company (each, a “Unit Share“) and one common share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one additional common share of the Company (each, a “Warrant Share“) at an exercise price of $0.05 for a period of 12 months following the closing date of the Offering (the “Closing Date“). A total of 4,967,540 units were issued following the closing of the first tranche of the Offering.

The Units are being offered pursuant to the “accredited investor” and “minimum investment” exemptions set out in National Instrument 45-106 Prospectus Exemptions.

It is expected that the Company will use the proceeds of the Offering to fund operations to pursue the Sorel-Tracy (Qc, Canada) project and prepare for a significant potential financing transaction.

The Company may close a third and final tranche of the Offering on or before December 22, 2023. The closing of the Offering is subject to the approval of the TSX Venture Exchange and other customary closing conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including all 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 “U.S. Securities Act“), or any other securities laws, and may not be offered or sold in the United States or to, or for the account of, or for the benefit of, “U.S. Persons” (as defined in Regulation S of the 1933 Act), unless they are registered under the U.S. Securities Act and applicable securities laws, or an exemption from such registration requirements is available. The translated text of the press release should not be considered official in any way. The only authoritative version of the press release is that of the press release in its original language. The translation will always have to be compared with the source text, which will set a precedent.

This press release contains statements that constitute “forward-looking information” within the meaning of 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. Forward-looking statements reflect Charbone’s management’s respective expectations, estimates or projections regarding future results or events, based on the opinions, assumptions and estimates believed by management to be reasonable as of the date the statements are made. Although Charbone believes that the expectations expressed 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 differ materially from those expressed in the forward-looking statements. Risks and uncertainties related to Charbone’s business may affect forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, those described under the heading “Risk Factors” in the Company’s registration change statement dated March 31, 2022, which is available on SEDAR at www.sedar.com; Actual results or events could cause actual events or results to differ materially from those anticipated in the forward-looking statements.

Except as required by applicable securities laws, Charbone undertakes no obligation to update or revise any forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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