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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.