Alter NRG announces increase to previously announced financing and intention to seek shareholder approval
OTCQX - ANRGF
CALGARY, Nov. 15, 2012 /CNW/ - (TSX: NRG; OTCQX: ANRGF) Alter NRG Corp. ("Alter NRG" or the "Company") announces that, in connection with the private placement of 30,769,230 common shares to three new strategic investors announced on November 2, 2012, it has agreed, subject to Toronto Stock Exchange (the "TSX") and other approvals, to issue an additional 3,384,615 common shares at a price of $0.325 per common share for additional total gross proceeds of approximately $1.1 million to CCM Master Qualified Fund, Ltd. ("CCM") (collectively, the "Financing"). The CCM additional proceeds are under the same general terms and conditions as was announced November 2, 2012 and the Financing will close as one transaction.
Alter NRG also announces that it will hold a special meeting (the "Meeting") of shareholders on December 28, 2012. The Meeting will be held at 855 - 2nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta. The Company has fixed November 26, 2012 as the record date for determining shareholders entitled to vote at the Meeting. At the Meeting the Company intends to seek shareholder approval for the Financing and to amend the Company's articles to increase the maximum number of directors to eleven.
The Financing, which was negotiated at arms-length, will result in an approximately 48.4% increase in the issued and outstanding common shares, including the issuance of 18,461,538 common shares to Ervington Investments Limited ("Ervington"). Following completion of the Financing the Company expects that Ervington, CCM, Ms. Zara Shvidler and Eturab Trade Corp. ("Eturab") will own approximately 17.6%, 9.9%, 8.8%, and 2.9%, respectively, of the issued and outstanding common shares. Ervington, Ms. Zara Shvidler and Eturab have represented to the Company that, as of the date hereof, they do not own any common shares, and CCM has represented to the Company that, as of the date hereof, it owns 6,969,543 common shares representing approximately 6.7% of the issued and outstanding common shares.
The common shares are being offered at a price of $0.325 per common share, a premium of approximately 25.5% to the volume weighted average trading price of the common shares on the TSX for the five trading days immediately preceding the November 2, 2012 announcement of the Financing and a discount of approximately 18.75% to the volume weighted average trading price of the common shares on the TSX for the five trading days immediately preceding the addition of CCM to the Financing.
An application has been filed with the TSX for conditional approval of the Financing. Pursuant to Section 604(a)(i) of the TSX Company Manual, the TSX will generally require security holder approval as a condition of acceptance of a notice of a private placement if in the opinion of the TSX the transaction materially affects control of the listed issuer. Also, pursuant to Section 607(g)(i) of the TSX Company Manual, the TSX will require the Company to obtain security holder approval for the Financing because the aggregate number of common shares issuable pursuant to the Financing is greater than 25% of the number of common shares of the Company which will be outstanding, on a non-diluted basis, prior to the date of closing of the Financing and a portion of the common shares to be issued pursuant to the Financing will be issued (to CCM) at a discount to the market price.
Pursuant to the policies of the TSX, the TSX will give consideration to permitting the Company to proceed with the Financing without holding a meeting of security holders to formally approve the Financing if the Company can provide to the TSX written evidence that holders of more than 50% of the voting securities of the Company are familiar with the terms of the Financing and are in favour of it. In either case, the votes attached to any common shares held by Ervington, CCM, Ms. Zara Shvidler and Eturab will be excluded for purposes of determining whether shareholder approval has been obtained.
The board of directors of Alter NRG is of the view that the Financing could materially affect control of the Company, and whether such will be the case will depend on, among other things, the presence or absence of other large securityholders of the Company, the pattern of voting behaviour by other securityholders of the Company, any decision by Ervington, CCM, Ms. Zara Shvidler, Eturab or other large securityholders to increase or decrease their holdings of the Company's voting securities, the distribution of the Company's voting securities, and any changes relating to the foregoing.
Accordingly, Alter NRG has called the Meeting to seek shareholder approval for the Financing and intends to prepare and send an information circular to shareholders in connection with the Meeting.
As the holding of the Meeting will be time-consuming, in the interim management of Alter NRG will attempt to obtain written evidence that holders of more than 50% of the voting securities of the Company are familiar with the terms of the Financing and are in favour of it. If management of Alter NRG is successful in obtaining such evidence the Meeting will be cancelled.
In the event that the Financing has not closed by 5:00 p.m. (Calgary time) on January 31, 2013 Alter NRG, Ervington, CCM, Ms. Zara Shvidler and Eturab have the right to terminate their obligations in connection with the Financing.
ABOUT ALTER NRG
Alter NRG provides alternative energy solutions to meet the growing demand for environmentally responsible and economically viable energy in world markets. Alter NRG's primary objective is to further commercialize the Westinghouse Plasma Gasification Technology, through its wholly owned subsidiary, to provide renewable and clean energy solutions from a wide variety of feedstocks, and provide a wide variety of energy outputs - including liquid fuels like ethanol and diesel, electrical power, and syngas.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.
Advisory Respecting Forward-Looking Statements:
This news release contains certain "forward-looking information and statements" within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, this new release contains forward looking statements pertaining to the anticipated holding of the Meeting, the obtaining of written consent from shareholders for the Financing, closing of the Financing, the satisfaction of the conditions precedent to closing the Financing, the use of proceeds therefrom, the appointments to the Company's board of Directors at closing of the Financing, the shareholdings at closing of the Financing, voting behaviour by shareholders and changes to the composition of the shareholder base. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements reflect management's current beliefs and assumptions, based on information currently available to management. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, many of which are beyond the control of the Company. Among the material factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: that the information is of a preliminary nature and may be subject to further adjustment; not receiving TSX approvals or not receiving such approvals on the terms anticipated by the Company; not receiving shareholder approval for the Financing; the TSX objecting to one or both of the nominees proposed by Ervington to be appointed to the Company's board of directors; failure of any of the proposed projects to proceed to completion, failure to market projects effectively, and failure to secure agreements with key suppliers on terms acceptable to the Company or at all; potential product liability and other claims; risks associated with the proprietary technology; closing on grants and incentives, the possible unavailability of obtaining additional financing at competitive rates and the related effect on development activities; changes in government regulation, including changes to environmental regulations; the effects of competition; the dependence on senior management and key personnel, and fluctuations in currency exchange rates and interest rates, as well as those factors discussed in or referred to under the heading "Risk Factors" in the Company's Annual Information Form filed on March 29, 2012 and available at www.sedar.com. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.
The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.
SOURCE: Alter NRG Corp.For further information:
Walter Howard, Chief Executive Officer
(403) 806-3877 firstname.lastname@example.org
Daniel Hay, Chief Financial Officer
(403) 214-4235 email@example.com