OLT.P Orletto Capital II Inc

Orletto Capital II Inc. (TSX-V “OLT.P”) (the “Corporation”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), announces that, pursuant to recent changes by the Exchange to its Capital Pool Company program and Policy 2.4 – Capital Pool Companies (“Policy 2.4”), which became effective as of January 1, 2021 (the “New CPC Policy”), the Corporation intends to seek the requisite approvals of the shareholders of the Corporation (the “Shareholders”) to adopt and align the Corporation with the New CPC Policy at its annual general and special meeting of Shareholders to be held on June 22, 2021, at 10:00 a.m. (Standard Eastern Time) (the “Meeting”).

Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Exchange Corporate Finance Manual or the New CPC Policy.

At the Meeting, as required to give effect to the New CPC Policy, Shareholders will be asked to adopt, among others, certain resolutions by the affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof, in person or by proxy (“Disinterested Approval”), to:

1. approve the removal of the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its Listing date in accordance with the terms of the New CPC Policy;
2. authorize the Corporation to make certain amendments to the Corporation’s escrow agreement to effect certain changes contemplated under the New CPC Policy; and
3. authorize and permit the Corporation to pay any finder’s fee or commission to a Non-Arm’s Length Party to the Corporation upon Completion of the Qualifying Transaction, in accordance with the terms of the New CPC Policy.

Consequences of Failing to Complete a Qualifying Transaction within 24 Months of the Listing Date

Under Policy 2.4, if the Corporation fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its Common Shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of Shareholders, transferring its Common Shares to list on the NEX and cancelling certain Seed Shares issued to the Corporation’s founders.

The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Corporation, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Corporation believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Corporation in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders and the Corporation, by allowing increased flexibility to complete such a transaction.

The Corporation shall seek Disinterested Approval to remove the consequences of not completing a Qualifying Transaction within 24 months after its Listing Date. In seeking such Disinterested Approval, the Corporation shall exclude all votes attached to the Corporation’s Common Shares held by Non-Arm’s Length Parties who own Seed Shares, as well as their Associates and Affiliates.

Amendments to the Escrow Agreement

Under the New CPC Policy, securities subject to a CPC escrow agreement are subject to an 18-month escrow period, as opposed to the 36-month period previously required under Policy 2.4. At the Meeting, the Corporation shall seek Disinterested Approval to amend the terms of the CPC Escrow Agreement to which it is a party to reduce the length of the term of any escrow provision to an 18-month escrow term, as permitted by Section 10.2 of the New CPC Policy. In seeking such Disinterested Approval, the Corporation shall exclude all votes attached to the Corporation’s Common Shares held by Shareholders who are parties to the CPC Escrow Agreement, as well as their Associates and Affiliates. In addition, the Corporation wishes to amend the CPC Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the Qualifying Transaction (the “Final QT Exchange Bulletin”) and all Common Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the initial public offering with an exercise price that is less than the issue price of the Common Shares issued in the initial public offering and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.

Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

The New CPC Policy permits for the payment of a finder’s fee or a commission to a Non-Arm’s Length Party to the Corporation upon Completion of the Qualifying Transaction. At the Meeting, the Corporation shall seek Disinterested Approval to permit the payment of any finder’s fee or commission to a Non-Arm’s Length Party to the Corporation upon Completion of the Qualifying Transaction in accordance with the New CPC Policy. In seeking such Disinterested Approval, the Corporation shall exclude all votes attached to the Corporation’s common shares held by all Non-Arm’s Length Parties, as well as their Associates and Affiliates.

Other Changes

Under the New CPC Policy, the Corporation is permitted to adopt other transition provision without obtaining Shareholders approval. As a result, the Corporation intends to adopt the changes under the New CPC Policy that do not require Shareholders approval, including, but not limited to:

1. increasing the maximum aggregate gross proceeds to the treasury that the Corporation can raise from the issuance of Common Shares under the Corporation’s initial public offering, Seed Shares and private placements to the new maximum of $10,000,000, rather than $5,000,000 which was previously the limit for a CPC that had not completed its Qualifying Transaction;
2. removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Corporation and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining Shareholders approval for a proposed Qualifying Transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted;
3. removing the restriction on the Corporation issuing new agent's options in connection with a private placement; and
4. removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Corporation at the same time, for which the Corporation had previously obtained a waiver.

The proposed amendments remain subject to the final approval of the Exchange.

For further information, please contact:

Mr. Benoit ChotardPresident ORLETTO CAPITAL II INC.Telephone: 778-996-4676Email: benoitchotard@shaw.ca

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.

Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements. Forward-looking statements are not historical facts but represent management's current expectation of future events, and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.

In particular, the Corporation’s expectation as to receipt of the requisite Disinterested Approvals and its adoption of and alignment with certain matters under the New CPC Policy constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this press release are made as of the date hereof. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.