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CarbonOne begins trading on TSX-V

2015-07-28 11:03 ET - News Release

Mr. John Proust reports

CARBONONE TECHNOLOGIES INC. COMMENCES TRADING ON THE TSX VENTURE EXCHANGE (TSX VENTURE:CX)

CarbonOne Technologies Inc., formerly Palo Duro Energy Inc., has completed its previously announced business combination with CarbonOne Holdings Corp. and Tapango Resources Ltd. CarbonOne's common shares commenced trading on the TSX Venture Exchange under the symbol CX at the opening of trading today.

About CarbonOne Technologies Inc.

CarbonOne, through its subsidiaries, is engaged in the development, production, manufacturing and commercialization of advanced materials. The company holds exclusive worldwide licences for a suite of intellectual property. With its proprietary developments in resin, furnace and milling technologies, CarbonOne can cost-effectively produce low-cost, high-performance composite materials for industrial and structural applications. CarbonOne's products have disruptive implications in a number of industries, competing with traditional materials including wood, metal, concrete, panel insulation and plastic. CarbonOne has established a research and development and manufacturing facility in Buffalo, N.Y., allowing the company to commercialize existing products and advance new products to launch in the future.

CarbonOne will focus initially on two products: C1Bar and C1Board. C1Bar is a composite rebar that is lighter than steel yet has stronger tensile strength than steel. C1Bar is also corrosion proof, providing an important advantage for outdoor applications where rusting rebar is a significant concern, and resulting in a product with a longer expected lifespan than steel rebar. CarbonOne's integrated approach to manufacturing composite rebar allows the company to quickly and cost-effectively manufacture a high-quality product that outperforms its competitors on both a performance and cost perspective.

C1Board is a carbon ceramic composite panel with potential application across a wide range of industries. C1Board is eight times stronger, yet lighter than plywood. It is fire proof, insect proof and rot proof, and impervious to water, mould and mildew. C1Board is also insulative. The primary near-term application for C1Board is as a competitor to marine grade plywood. CarbonOne has developed and manufactured test runs of C1Board that could compete with the marine grade plywood used in the production of recreational vehicles, delivery vans, utility trailers, buses and modular homes. With some minor manufacturing modifications, C1Board could also be used for shipping containers and shipping pallets.

"CarbonOne offers investors a compelling entry point to the advanced materials market, with an experienced team and innovative, disruptive products with applications across a range of industries," said John Proust, chairman and chief executive officer of CarbonOne. "CarbonOne's disciplined approach to growth has allowed us to identify the best initial products to launch the company, establish strong industry partnerships and build a network of supportive shareholders who understand CarbonOne's long-term potential.

"CarbonOne's suite of intellectual property provides the company with a myriad of opportunities," continued Mr. Proust. "For the last year we have focused our attention on two products -- C1Bar and C1Board -- that can be rapidly advanced to cash flow and have significant scale potential. Concurrently, our research and development team continues to develop opportunities that could provide an ongoing pipeline of new products.

"We are pleased to have achieved the significant milestone of a public listing, and look forward to announcing additional near-term achievements as we execute our business plan and commence production of C1Bar and C1Board."

The board of directors of the company now consists of John Proust, Jack Khorchidian, Robert Cross, Gordon Keep, Murray Flanigan, Morris Klid, Patrick Malkassian and Haig S. Bagerdjian. In addition, management of the company consists of John Proust as chief executive officer and chairman, Jack Khorchidian as chief operating officer, Danny Lee as chief financial officer, Steve Rohring as chief technology officer, William Hill as vice-president, production and engineering, Rhylin Bailie as VP, investor relations and communications, and Eileen Au as corporate secretary.

About the transaction

Palo Duro had 32,218,347 shares issued and outstanding prior to closing and completed a share consolidation (on a 1:4 basis) leaving it with 8,054,606 shares issued and outstanding. Following consolidation and on closing, Palo Duro issued 61,501,788 shares to shareholders of CarbonOne Holdings (one Palo Duro share for each one share of CarbonOne Holdings) and concurrently issued 11,215,033 shares to shareholders of Tapango (1.071 Palo Duro shares for each one share of Tapango). Concurrently with closing of the transaction, Palo Duro changed its name to CarbonOne Technologies Inc.

As part of the transaction, CarbonOne Holdings and Tapango closed private placements at a price of 20 cents per share for gross proceeds of $2-million. In connection with the private placements, finders' fees in the aggregate amounts of $19,200 and 65,511 common shares of the company were paid to arm's-length finders. CarbonOne will have net cash of approximately $2.6-million at conclusion of the transaction, including cash on hand from Tapango and Palo Duro.

Following completion of the transaction, the company also granted stock options to directors, officers, employees and consultants of the company to purchase up to an aggregate amount of 6,825,000 shares of the company. The stock options are exercisable for a five-year period at a price of 20 cents, and will vest over an 18-month period. Following the grant of options, the company has 7,783,406 stock options outstanding.

The CarbonOne share structure is as displayed in the table.


Issued and                                                                  
outstanding (1)                                                   80,771,427
Stock options  Exercisable at from $0.20 to $0.47, expiring in              
               one to five years                                   7,783,406
Warrants       Exercisable at $0.19, expiring May, 2016            3,569,998
Fully diluted                                                     92,124,831
                                                                            
(1) Forty-two million, one hundred thousand shares are subject to a pooling 
    agreement which restricts their resale. Five per cent of the pooled 
    shares were released on July 23, 2015, and 5 per cent will be released 
    every six months thereafter to an aggregate of 35 per cent over three 
    years. Sixty-five per cent of the pooled shares are released based on 
    gross revenue earned after the closing date of July 23, 2015, with 20 
    per cent released when CarbonOne has earned $10-million in cumulative 
    gross revenue, a further 20 per cent released at $25-million in 
    cumulative gross revenue and the final 25 per cent released once 
    CarbonOne has earned $35-million in cumulative gross revenue.                                            

Following the completion of the transaction, Frank Giustra, Fiore Financial Corp. (a company owned and controlled by Mr. Giustra) and the Radcliffe Foundation (a charitable organization controlled by Mr. Giustra) own, in aggregate, 6,376,663 common shares representing approximately 7.89 per cent of the current issued and outstanding shares of the company, and would own 8,786,395 common shares, representing approximately 10.56 per cent on a partially diluted basis, assuming the exercise of the 2,409,732 warrants held by Fiore Financial Corp.

The transaction is described in further detail in Palo Duro's press release dated April 20, 2015, and in the joint management information circular of the company dated June 11, 2015, both of which are available on SEDAR.

We seek Safe Harbor.

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