VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 11, 2016) - CarbonOne Technologies Inc.
(TSX VENTURE:CX) ("TekModo" or the "Company") today announced that it has changed its name to TekModo Industries Inc. The
Company's shares will resume trading on the TSX Venture Exchange at the market open on October 12, 2016 under the new symbol
"TEK".
In addition, TekModo announces changes to its Board of Directors and management team. The new directors bring additional
experience in the manufacturing and automotive sectors, which will support the Company's focus on manufacturing composite panels
for the recreation vehicle and transportation vehicle industries as a result of its recent acquisition of the TekModo group of
companies.
"On behalf of the CarbonOne Technologies team, I would like to thank our outgoing directors, Murray Flanigan, Morris Klid,
Nick Deeter and Jack Khorchidian, for all of their hard work and perseverance to complete this acquisition and help launch the
new TekModo Industries Inc.," said John Proust, Chairman & CEO of TekModo. "Jack Khorchidian, however, will remain in his role as
Chief Operating Officer.
"Our new directors bring a wealth of manufacturing, automotive and recreational vehicle industry experience to the Company,"
continued Mr. Proust. "Bill Fenech has had a distinguished career in the RV industry. Mary Wetzel, before co-founding TekModo
Structures LLC, held strategic leadership roles with General Motors, Chrysler and Dodge and was inducted into the Automotive Hall
of Fame in 2004. Jacob Vogel is the CEO of a leading boat manufacturing company.
"We are all very enthusiastic about TekModo's future as we work to realize the growth potential within TekModo's existing
products and customer base, while advancing a pipeline of near-commercial products with applications across a range of
industries.
"I would also like to thank Danny Lee, Chief Financial Officer, and Rhylin Bailie, Vice President Communications & Investor
Relations, for their contributions to the team, and wish them well with their future endeavours," continued Mr. Proust.
Mr. Vincent Boon has been appointed Chief Financial Officer of TekModo. Vince is a chartered accountant with over ten years of
professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance,
internal control and corporate finance activities. Mr. Boon's experience includes financial reporting for both Canadian and U.S.
listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and
due diligence for acquisitions. Mr. Boon is currently also the CFO of Japan Gold Corp., Southern Arc Minerals Inc. and Canada
Energy Partners Inc. Mr. Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered
Professional Accountant, CPA, CA.
TekModo Board of Directors
John Proust
Chief Executive Officer, Chairman
Mr. Proust is the founder and principal shareholder of numerous public and private companies. He has directed, managed and
advised public and private companies regarding corporate strategy and structure, debt and equity financing, mergers and
acquisitions, and corporate restructuring since 1986. Mr. Proust has held senior positions and served on the boards of many
private and TSX-V/CSE listed companies. He is currently Chairman and CEO of Japan Gold Corp., Chairman and CEO of Southern Arc
Minerals Inc., Chairman of Canada Energy Partners Inc., Interim President & CEO and a director of Outrider Energy Corp., and a
director of Q Investments. Mr. Proust received the designation of Chartered Director (C.Dir.) from McMaster University,
Directors College, Michael G. DeGroote School of Business.
Mary Wetzel
President, Director
Mary Wetzel was the President and co-founder of TekModo Structures LLC. Ms. Wetzel has an extensive operational, financial,
marketing, and technical background. Her knowledge in composites stems from her experience in the automotive industry. During her
time at General Motors, Mary developed and incorporated manufacturing changes to more than 300,000 vehicles annually to bring
them up to production standards. While at Chrysler, Mary headed Chrysler's multi-billion regional incentives program and was
Senior Manager for Business Management and Market Intelligence, working directly with the Dealers to improve their profitability.
She was inducted into the Automotive Hall of Fame in 2004, receiving the Young Leadership and Excellence Award in recognition of
her significant contributions to the automotive industry. Ms. Wetzel holds a degree in Business Management and Automotive
Marketing from Northwood University.
Jacob Vogel
Director
Mr. Vogel is the Chief Executive Officer of Boat Holdings, LLC, the manufacturer and owner of several industry-leading
recreational boat brands including Bennington, Godfrey, Hurricane and Rinker. Together these brands represent roughly 30% of
the market share in the large and growing pontoon boat segment, and 45% in the deck boat segment. In his seven-year leadership
role with the company, Mr. Vogel has achieved more than 11-fold growth in Boat Holdings' business through both acquisitions and
organic growth. Prior to his position at Boat Holdings, Mr. Vogel spent two years in investment banking, focused primarily on
mergers and acquisitions, and almost seven years as a business services consultant with Accenture, where his clients included
leading international companies and government agencies such as CN Rail, NASA, Johnson Controls, Corning and PepsiCo. Mr. Vogel
is a triple major honors graduate with a Business degree from the Indiana University Kelley School of Business, and holds an MBA
from the University of Chicago Booth School of Business.
Bill Fenech
Director
Mr. Fenech brings decades of RV industry experience to the TekModo board. Mr. Fenech started his career in 1989 as the
District Manager of Coachmen RV, and went on to become a co-founder of Keystone RV Company in 1996. He held several key
management positions with Keystone before ultimately selling the company to Thor Industries in 2001. He continued on at Keystone,
and then assumed the role of President of Damon Motor Coach in 2004. In 2010 he took over the presidency of Four Winds
International. Both motorhome companies are divisions of Thor Industries. Damon Motor Coach and Four Winds International were
merged in 2010 to form Thor Motor Coach, North America's top motorhome manufacturer. After retiring in 2011 from his role as
President of Thor Motor Coach, in 2012 Mr. Fenech co-founded Grand Design RV Company, a privately owned RV manufacturer focused
on quality workmanship, top-level customer service and innovative products.
Gordon Keep
Director
Mr. Keep has extensive business experience in investment banking and building public companies. Mr. Keep is currently the
CEO of Fiore Management & Advisory Corp., a private financial advisory firm. He also serves as an officer and/or director for
several natural resource companies. From January 2001 to July 2007, Mr. Keep was Managing Director of Corporate Finance
at Endeavour Financial Corporation. He served as Senior Vice President and a director of Lions Gate Entertainment Corp. from
September 1997 until March 2004. From April 1987 to October 1997, he was Vice President, Corporate
Finance in the Natural Resource group of Yorkton Securities Inc. Mr. Keep obtained his B.Sc. in Geological Science from
Queen's University in 1979 and his Masters of Business Administration from the University of British Columbia in 1983.
Robert Cross
Director
Mr. Cross has more than 25 years of experience as a financier in the mining and oil and gas sectors. He is a co-founder
and Non-Executive Chairman of Bankers Petroleum Ltd., Non-Executive Chairman of B2Gold Corp., co-founder and Chairman of
Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources
Inc. Between 1996 and 1998, Mr. Cross was Chairman and Chief Executive Officer of Yorkton Securities Inc. From 1987 to
1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. He has an Engineering Degree from the
University of Waterloo, and received his MBA from Harvard Business School in 1987.
Patrick Malkassian
Director
Mr. Malkassian is an entrepreneur who co-founded and has been CEO of Ropama, Inc. since 1995. Based in Oakland, CA, Ropama is
an import/export company sourcing raw materials for the fashion industry. Mr. Malkassian has also been Managing Director of RAM
Property Group since 2000. He has a BA in history and political science from the University of California.
Haig Bagerdjian
Director
Mr. Haig Bagerdjian serves as the Chairman and Chief Executive Officer of AVANCA Medical Devices, Inc. Mr. Bagerdjian has been
the Chief Executive Officer and President at Point.360 since October 2002 and also has been Chairman of the Board since September
2001. From 1991 to 2002, he held various executive management positions at Syncor International Corp. (Nasdaq: SCOR), including
Chief Executive Officer and President of Syncor Overseas Ltd. at Cardinal Health 414, Inc., a Subsidiary of Syncor
International Corp. and Chairman and Chief Executive Officer of Syncor Pharmaceuticals Inc., Chief Legal Officer, and Senior Vice
President, Business Development. Mr. Bagerdjian served as an Executive Vice President and Secretary of Syncor International
Corporation and Cardinal Health 414, Inc. From 1987 to 1991, he served in several executive level positions at Calmark Holding
Corp. He was a General Counsel for American Adventure Inc., which was a subsidiary of Calmark Holding. He has been an Executive
Director at Point.360 since 2000. He has been a Director of Destiny Media Technologies Inc. since January 20, 2015. He has been a
Director of Innodata Inc. since June 2001. He served as a Director of Advanced Machine Vision Corp. since 1997. He received a BA
in International Relations and Slavic Languages and Literature, and Certificates in Russian Studies, Strategic Defense and
National Security, from the University of Southern California in 1983. Mr. Bagerdjian received a JD from Harvard Law School in
1986 and is admitted to the State Bar of California.
Second Tranche of Financing
Further to the Company's news release on September 27, 2016 regarding the private placement financing ("Private Placement"),
the Company has closed the second and final tranche for C$40,875 through the issuance of 272,500 Units at a price of C$0.15 per
Unit. Each Unit comprises one common share and one half of one transferable common share purchase warrant, with each full warrant
(a "Warrant") entitling the holder to purchase one additional common share for a period of two years at an exercise price of
C$0.25. The shares issued are subject to a standard four-month hold period. In connection with the second tranche of the Private
Placement, TekModo paid finder's fees of C$2,452.50 and 27,250 finder's warrants, which entitle the holder to purchase one common
share of TekModo for a period of one year at an exercise price of C$0.15.
Shares for Debt Transaction
Further to the Company's news release on September 27, 2016 regarding the Private Placement and acquisition of the TekModo
group of companies, TekModo announces that it has issued in aggregate 2,589,447 shares to settle outstanding debt of C$388,417.19
owed to creditors, including two insiders of the Company.
Stock Options
Further to the Company's news release on September 27, 2016, the Company is granting stock options to directors, officers,
employees and consultants of the Company to purchase up to an aggregate amount of 5.2 million shares of the Company. The
stock options are exercisable for a five-year period at a price of C$0.20 and will vest over an 18-month period. The granting of
stock options is subject to the approval of the TSX Venture Exchange.
Release of Security for Convertible Debenture
Further to the Company's press releases on March 23 and June 13, 2016 the holders of C$500,000 of convertible debentures have
agreed to release their security over the Company's assets in order to facilitate the acquisition of the TekModo group of
companies. The Company's convertible debentures mature on March 23, 2018 and the principal amount is convertible into units
at C$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 C$0.20 per
share for two years from the closing date of the respective financing, subject to adjustment in certain circumstances.
Share Structure
The Company currently has 118,346,035 common shares issued and outstanding. The Company has also issued 56,879,506
exchangeable non-voting common shares in TekModo Holdings Inc., a U.S. subsidiary of TekModo. These shares are exchangeable for
shares of TekModo, subject to a release schedule over time and a standard four-month hold period, at the discretion of the
shareholder. If all shares were converted, the Company would have 175,225,541 shares outstanding.
Upon the grant of new stock options, the Company will have 11,834,603 stock options and 17,751,462 warrants outstanding.
Including the ability of the convertible debentures to convert into 3,473,461 common shares and 3,473,461 warrants, fully diluted
capital of the Company would be 211,758,528 shares.
On Behalf of the Board of TekModo Industries Inc.
John Proust, Chairman & CEO
About TekModo Industries Inc.
TekModo is an established manufacturer and distributor of advanced composite panels, with existing revenue and a proven
history of rapid growth. TekModo's composite panels are currently being used in the walls, roofs, floors and doors of RVs, buses
and trailers. The Company has also advanced a number of products with applications in the construction, transportation,
industrial filtration and defense industries. With a suite of intellectual property, research and development expertise,
leading-edge manufacturing processes and a fully operational manufacturing facility, TekModo is poised to expand its commercial
product base to exploit opportunities across a diverse range of industries. More information is available at www.tekmodo.com and by email at info@tekmodo.com.
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 "will", "potential", "advancing" 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
resumption of trading, the name change and new stock symbol, the business of the Company, the Company's ability to advance its
development-stage products to commercialization and cash flow, and the Company'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.