CBp Carbon Industries, Inc. Announces Agreement With Carbon Green, Inc.
December 08 2009 - 8:00AM
PR Newswire (US)
BRATISLAVA, Slovakia, Dec. 8 /PRNewswire-FirstCall/ -- CBp Carbon
Industries, Inc. ("CBp Carbon" or "the Company") (OTC:CBPJ) is
pleased to announce it has entered into a share sale agreement,
dated effective November 30, 2009 (the "Agreement"), with Carbon
Green Inc. ("Carbon Green") (OTC Bulletin Board: CGNI) for CBp
Carbon's wholly-owned subsidiary, Greenwood Commerce Ltd.
("Greenwood"), pursuant to which the Company has agreed to assign
all of the issued and outstanding common shares of Greenwood to
Carbon Green in exchange for the issuance by Carbon Green to CBp
Carbon of one of Carbon Green's common shares for each four CBp
Carbon common shares outstanding (a total of approximately 33
million common shares issued at closing) and one share purchase
warrant for each four share purchase warrants of CBp Carbon
outstanding. At the closing of the Agreement, Greenwood will hold
the worldwide exclusive ownership rights to, among other things, a
protected proprietary technology that converts the by-products of
tire pyrolysis (heating in the absence of oxygen) into: (i)
recovered steel; (ii) a #2 diesel equivalent oil, which can also be
employed to generate green electricity in many countries; (iii) a
patented nano-particle compound that is a tire industry-tested and
accepted competitive substitute for commercial carbon black; and
(iv) a clean-burning gas that can be used to provide power to the
Greenwood processing plants. In 2007, the CBp Carbon technology was
recognized by the European Union as the only tire recycling
technology which met the goals of EU legislation. CBp Carbon has
recently completed construction in Cyprus of its first commercial
scale plant, a state-of-the-art commercial tire pyrolysis plant.
Operations have commenced and the plant is currently in
pre-production hot tests with production of commercial products.
The plant is slated to enter continuous commercial operations in
the first quarter of 2010. The closing of the Agreement is subject
to the satisfaction of conditions precedent to closing as set forth
in the Agreement, including that: (i) no material adverse effect
will have occurred with the business or assets of the Company, CBp
Carbon or Greenwood since the effective date of the Agreement; (ii)
the Company, CBp Carbon and Greenwood will have received all
third-party consents and approvals contemplated by the Agreement;
and (iii) Carbon Green will be reasonably satisfied with its due
diligence investigation of CBp Carbon and Greenwood. To ensure
effective coordination and operations during the period to closing,
John Novak has been appointed President and CEO, pro tem, of Carbon
Green and Peter Jensen has been appointed President, pro tem, of
CBP Carbon. Due to conditions precedent to closing, including those
set out above, and the risk that the conditions precedent will not
be satisfied, there is no assurance that the Company will complete
the share purchase as contemplated in the Agreement. The securities
of Carbon Green to be issued to CBp Carbon upon the closing of the
Agreement will not be registered under the Securities Act of 1933,
as amended (the "Act"), or under the securities laws of any state
in the United States, and will be issued in reliance upon an
exemption from registration under the Act. The securities may not
be offered or sold in the United States absent registration under
the Act or an applicable exemption from such registration
requirements. On behalf of the Board of Directors, CBp CARBON
INDUSTRIES, INC. "Peter Jensen" Peter Jensen President and Director
Notice Regarding Forward Looking Statements This press release
contains projections and forward-looking statements, as that term
is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements in this press release, which are not purely
historical, are forward-looking statements and can include, without
limitation, statements based on current expectations involving a
number of risks and uncertainties and which are not guarantees of
future performance. There are numerous risks and uncertainties that
could cause actual results and the Company's plans and objectives
to differ materially from those expressed in the forward-looking
information, including (i) the inability to close the Agreement for
any reason; (ii) adverse market conditions; (iii) any adverse
occurrence with respect to the patented technology licensed by CBp
Carbon; and (iv) the inability of the tire pyrolysis plant to begin
commercial production. Actual results and future events could
differ materially from those anticipated in such information. These
and all subsequent written and oral forward-looking information are
based on estimates and opinions of management on the dates they are
made and are expressly qualified in their entirety by this notice.
Although the Company believes that the beliefs, plans, expectations
and intentions contained in this press release are reasonable,
there can be no assurance those beliefs, plans, expectations or
intentions will prove to be accurate. Investors should consult all
of the information set forth herein and should also refer to the
risk factors disclosure outlined in the Company's annual report on
Form 10-K for the fiscal year ended April 30, 2009, its quarterly
reports on Form 10-Q and other periodic reports filed from
time-to-time with the Securities and Exchange Commission.
DATASOURCE: CBp Carbon Industries, Inc. CONTACT: Investor Relations
of CBp Carbon Industries, Inc., Web Site: http://www.cbpcarbon.com/
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