CHARLOTTE RESOURCES LTD. AND TRANZEO WIRELESS TECHNOLOGIES INC. ANNOUNCE PROPOSED TRANSACTION

Vancouver, BC - December 20, 2013 - Charlotte Resources Ltd. ("Charlotte") (CNSX: CHT) and Tranzeo Wireless Technologies Inc. ("Tranzeo") (TSXV: TZT) are pleased to announce that they have entered into a non-binding letter of intent (the "LOI") dated December 19, 2013, which sets out an agreement amongst the parties to negotiate the terms of a business combination between Charlotte and Tranzeo (the "Transaction").  Charlotte and Tranzeo are at arm's length to each other and the intent is for the resulting entity to have its shares listed on the CNSX.

Tranzeo

Tranzeo designs and manufactures point-to-point and point-to-multipoint high speed wireless infrastructure and produces approximately 200 products including a full spectrum of point-to-point and point-to-multipoint radios, WiMAX equipment and mesh network solutions.  Tranzeo is headquartered in and operates a state-of-the-art automated manufacturing facility in Pitt Meadows where it designs and produces all of its equipment. 

Tranzeo's products are used by its clients worldwide which include internet service providers, governments, university and college campuses, militaries, telcos, Fortune 500 companies, small to medium sized enterprises and systems integrators who incorporate Tranzeo's products into wireless solutions. Tranzeo has a worldwide dealer network and stocking distributors that service their local markets.

In 2007, Deloitte named Tranzeo as the 153rd fastest growing technology company in North America in its annual "Technology Fast 500" report and the 22nd fastest growing technology company in Canada in its annual "Technology Fast 50" report.  In 2008, Tranzeo was named one of British Columbia's Top 25 Exporters under the category of 'advancing technologies' in the BC Export Awards.  At the same time as Tranzeo was receiving these awards in 2008, its business began to suffer the effects of the worldwide global financial crisis which had a particularly negative impact on the wireless sector. 

At that time Tranzeo made a strategic decision to complete the development of its Wimax product offering, $20.9 million was spent between 2006 and 2011 of which $9.5 million was spent on R&D in Canada developing the customer premise equipment "CPE", with the balance spent on the acquisition of Base Station Technology to give Tranzeo an end to end solution.  This decision, while it created demand for Tranzeo's WiMax products, had a significant negative impact on the company's balance sheet during that period.   The combination of the recovery of the wireless sector and reduced competition for Tranzeo's product line, due to rationalization of a number of its key competitors, has now positioned the company to compete in the WiMax sector and translated into increased demand for its products.

Tranzeo is incorporated in British Columbia and listed on the TSX Venture Exchange ("TSXV") under the symbol "TZT".  The latest available financial information for Tranzeo is its financial statements for the quarter ended September 30, 2012, which can be found on www.sedar.com. As a result of the impact on its cash position, Tranzeo failed to file financial statements and separate cease trade orders were issued by the securities commissions of British Columbia, Alberta, Quebec and Ontario.  Tranzeo shares were by halted by the TSXV on May 9, 2013 following the May 8th, 2013, cease trade order issued by the British Columbia Securities Commission.  A suspension of trading was also issued by the TSXV.  Currently, Tranzeo is in the process of preparing and filing audited annual financial statements (for the year ended December 31, 2012) and interim financial statements (for the quarters ended, March 31, 2013, June 30, 2013 and September 30, 2013).  As part of the Transaction, Tranzeo will seek a revocation of each cease trade order and the trading suspension.


Summary of the Transaction

The Transaction contemplates that Tranzeo will restructure its affairs by settling a portion of its debt by the issuance of common shares of Charlotte and entering into credit payment agreements regarding its trade payables with existing creditors.  These agreements, combined with a financing to be completed by Charlotte are intended to allow Tranzeo to carry out its business plan.  The Transaction terms, including the amount of consideration to be paid, have not been determined by parties.  The LOI was executed in order to set out the general framework for the Transaction.

The closing of the Transaction is subject to various conditions, including Charlotte completing due diligence on Tranzeo and the parties negotiating and entering into a definitive agreement, obtaining the approval of their respective shareholders and obtaining all required regulatory and stock exchange approvals.  In addition, the closing of the Transaction is subject to Charlotte completing a private placement which will provide Charlotte with no less than $2,100,000 in cash on deposit at the time of closing.  As at July 31, 2013, Charlotte had $694,024 in cash on deposit.   The terms of the private placement will be determined by the parties as part of the definitive agreement.

This is an initial press release. Charlotte and Tranzeo plan to issue further press releases once they have entered into the definitive agreement to provide, among other things, the balance of the terms of the Transaction and selected financial information respecting Tranzeo.

About Charlotte

Charlotte Resources Ltd. is a publicly traded company incorporated in British Columbia and listed on the CNSX and trading under the symbol "CHT". 

Further information on Charlotte is available at www.sedar.com.

For further information regarding Charlotte please contact:

John Proust

President and CEO

Charlotte Resources Ltd.

(604) 696-9020

For further information regarding Tranzeo, please contact:

Jim Tocher Director, Tranzeo

Tranzeo Wireless Technologies Inc.

(604) 460-6002 or 1 (866) 872-6936

Charlotte and Tranzeo caution that no definitive agreement has been entered into and accordingly no assurance can be given that the process contemplated by the LOI will lead to a definitive agreement relating to the Transaction on the terms contemplated by the LOI or otherwise or any other transaction.

Neither Charlotte nor Tranzeo intend to make any further announcements or communications regarding these potential transactions until either a definitive agreement has been reached or discussions are terminated without such an agreement being reached.

The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including CNSX acceptance, TSXV acceptance and shareholder approval. The Transaction cannot close until the required 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 authorized disclosure documents required 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 Tranzeo Wireless Technologies Inc. and Charlotte Resources Ltd. should be considered highly speculative.

TSX Venture Exchange has in no way passed upon the merits of the Transaction. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Charlotte and Tranzeo caution the reader that there is no guarantee that any of the potential outcomes from the Transaction 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 execution of a definitive agreement; the structure of the Transaction; the restructuring of Tranzeo's affairs; the intention to carry out Tranzeo's business plan; the revocation of Tranzeo's cease trade orders and trading suspension; the completion of Charlotte's due diligence on Tranzeo; the debt settlement with Tranzeo's creditors; the completion of a private placement/financing by Charlotte; the determination of private placement terms; the amount of cash required by Charlotte to have on deposit at closing; and the timing of and information to be included in subsequent press releases.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects" or "it is expected", 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 Charlotte or Tranzeo 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 Charlotte and Tranzeo 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 Charlotte or Tranzeo undertakes to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.



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