CarbonOne Technologies Inc.
TSX VENTURE : CX

CarbonOne Technologies Inc.

March 23, 2016 16:53 ET

CarbonOne Technologies Closes on $450,000 of Secured Convertible Debenture Financing, Continues to Fill Orders in Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 23, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

CarbonOne Technologies Inc. (TSX VENTURE:CX) ("CarbonOne" or the "Company") is pleased to announce that the Company has closed the first tranche of the secured convertible debenture financing announced on March 3, 2016, raising $450,000 to be used for the advancement of its products as well as general working capital.

The Company continues to fill orders for the financing. Interested investors should contact CarbonOne's Corporate Secretary at 1-604-609-6136 or by email at info@carbononetech.com.

The secured convertible debentures have a maturity date of March 23, 2018, and the principal amount of the debentures is convertible into units at $0.15 per unit prior to the maturity date. Each unit comprises one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.20 per share for two years from the closing date of the financing, subject to adjustment in certain circumstances.

The 8% interest rate on the debentures is payable semi-annually in arrears. The debentures will have a forced conversion feature that is triggered if CarbonOne's share price trades above $0.30 for more than 20 consecutive trading days. The debentures will be redeemable with a 60-day notice period.

CarbonOne has received conditional approval from the TSX Venture Exchange for the financing.

Pursuant to the financing, John Proust of Vancouver, British Columbia, has acquired $100,000 worth of secured convertible debentures. Mr. Proust currently owns and/or controls an aggregate of 7,463,436 common shares of the Company representing approximately 9.2% of the issued and outstanding shares of the Company. As a result of the foregoing acquisition and assuming full conversion of his secured convertible debenture (and full exercise of the warrants issued upon conversion), Mr. Proust would then have direct and indirect beneficial ownership or control and direction over a total of 8,796,768 common shares of the Company representing approximately 10.7% of the issued and outstanding shares on a partially diluted basis, assuming that no other common shares of the Company have been issued.

Mr. Proust also holds a total of 500,000 stock options of the Company. If Mr. Proust were to exercise all of his stock options, he would then own and/or control an aggregate of 9,296,768 common shares of the Company representing approximately 11.3% of the issued and outstanding shares on a partially diluted basis, assuming that no further common shares of the Company have been issued.

Mr. Proust acquired the secured convertible debentures for investment purposes, and has no present intention to acquire further securities of the Company, although Mr. Proust may in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

A copy of Mr. Proust's early warning report required to be filed with the applicable securities commissions in connection with the transaction will be available on SEDAR at www.sedar.com.

On Behalf of the Board of CarbonOne Technologies Inc.

John Proust, Chairman & CEO

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction. 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.

Cautionary Notes Regarding Forward-looking Statements

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "continues", "will", and 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 the Company to be materially different from those expressed by such forward-looking statements or forward-looking information, including the business of the Company, CarbonOne's financial situation and its ability to continue as a going concern, CarbonOne's ability to complete the financing and raise additional capital on satisfactory terms, CarbonOne's ability to advance its products to commercialization and cash flow, and CarbonOne's ability to capitalize on additional business opportunities. Although management of the Company has 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. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

United States Advisory

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

Contact Information

  • CarbonOne Technologies Inc.
    John Proust
    Chairman and CEO
    604-609-6136

    CarbonOne Technologies Inc.
    Rhylin Bailie
    Vice President, Investor Relations and Communications
    604-609-6136
    info@carbononetech.com
    www.carbononetech.com