BRATISLAVA, Slovakia, December 8 /PRNewswire/ -- CBp Carbon Industries, Inc. (CBp Carbon or the Company) 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) 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 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.
SOURCE: CBp Carbon Industries, Inc.
CONTACT: Investor Relations of CBp Carbon Industries, Inc.,email@example.com