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VANCOUVER, May 14, 2015 /CNW/- Tapango Resources Ltd. ("Tapango or "The Company") (NEX: TPA.H) is pleased to announce that, further to the news release announcing the non-binding letter agreement dated April 17, 2015 (the "LOI"), it has entered into a binding definitive agreement (the "Agreement") dated May 12, 2015 with Palo Duro Energy Inc. ("Palo Duro") (NEX: PDE.H) and CarbonOne Technologies Inc. ("CarbonOne"). The Agreement sets out the terms of a proposed business combination between Tapango, CarbonOne and Palo Duro (the "Transaction"). Upon completion of the Transaction, the resulting company will be renamed "CarbonOne Technologies Inc." (the "Resulting Issuer"). Tapango, Palo Duro and CarbonOne are all at arm's length to each other.
Trading in the common shares of Palo Duro and Tapango were halted on September 18, 2014 and on April 16, 2015, respectively, and the halt is expected to remain in place until closing of the Transaction.
Information on CarbonOne Technologies Inc.
CarbonOne, through its subsidiaries, is engaged in the development, production, manufacturing and commercialization of advanced materials. CarbonOne holds exclusive world-wide licenses for a suite of intellectual property with proprietary developments in resin, furnace, and milling technologies that will allow CarbonOne to cost-effectively produce carbon ceramic composite materials that compete with traditional materials including wood, metal, concrete, panel insulation and plastic. CarbonOne intends to use its advanced technology and manufacturing processes to supply low-cost, high-performance composite materials for industrial and structural applications. The company believes its intellectual property and technologies will allow it to create higher-quality products, at a lower cost than its competitors. CarbonOne aims to become a trusted supplier in the emerging industry of applied carbon ceramic composite materials, initially focusing on rebar, the RV industry and pre-engineered building materials sectors. CarbonOne has established a research and development and manufacturing facility in Buffalo, NY.
Information on Palo Duro Energy Inc.
Palo Duro is a company continued under the Business Corporations Act (British Columbia) whose common shares are listed on the NEX under the symbol "PDE.H".
Information on Tapango Resources Ltd.
Tapango is a company incorporated in British Columbia under the jurisdiction of the Company Act whose common shares are listed on the NEX board of the TSX Venture Exchange under the symbol "TPA.H".
Neither the 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.
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Palo Duro and Tapango should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Palo Duro and Tapango caution the reader that there is no guarantee that any of the potential outcomes from the Agreement will actually occur or be finalized. Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Transaction; the Resulting Issuer; the name of the Resulting Issuer; and the business plan and strategy of CarbonOne. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "will be", "will allow", "aims to become", and "expected to" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Palo Duro, Tapango or CarbonOne to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, the ability to conclude the Transaction, capital expenditures and other costs, and financing and additional capital requirements. Although management of Palo Duro, Tapango or CarbonOne have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. Neither Palo Duro, Tapango nor CarbonOne undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
SOURCE Tapango Resources Ltd.
For further information: about Palo Duro please contact: Kurt Bordian, President and CEO, Palo Duro Energy Inc., Suite 1560, 505 Burrard Street, Vancouver, B.C. V6X 1M5 Or Investor Relations: 778-373-3740, Email: [email protected]; For further information about CarbonOne, please contact: John Proust, CEO and Director, CarbonOne Technologies Inc., Suite 3123, 595 Burrard Street, Vancouver, B.C. V7X 1J1, Tel: 604-609-6136; For further information about Tapango, please contact: Geir Liland, President and Director, Tapango Resources Ltd., Suite 3123, 595 Burrard Street, Vancouver, B.C. V7X 1J1, Tel: 604-609-6110