TSX - NRG
OTCQX - ANRGF
CALGARY, Jan. 5, 2012 /CNW/ - Alter NRG Corp. ("Alter NRG" or the
"Company") is pleased to announce that it has signed an agreement (the
"Agreement") for the sale of its wholly owned subsidiary CleanEnergy
Developments Corp. ("CleanEnergy") for $5 million (the "Transaction").
The $5 million price represents the approximate net book value of
CleanEnergy as reported in its September 30, 2011 financial statements.
Under the terms of the Agreement, Alter NRG will sell 100% of the issued
and outstanding shares of CleanEnergy for $5 million in shares of
Bellair Ventures Inc. ("Bellair"). Bellair is a Canadian capital pool
company and once completed, the proposed Transaction will constitute
its "qualifying transaction" pursuant to the policies of the TSX
Venture Exchange ("TSXV"). As a condition to closing, it is
anticipated that at Bellair's request, CleanEnergy will complete a
private placement for a minimum of $1 million and up to $2 million in
subscription receipts of CleanEnergy at an issue price of $0.50 per
subscription receipt to provide Bellair with working capital. Each
subscription receipt will convert into one common share of CleanEnergy
immediately prior to the closing of the transaction and will be
exchanged for common shares of Bellair on a one-for-one basis. As part
of the regulatory approval process, Bellair anticipates submitting a
filing statement for review to the TSXV. The Agreement is also subject
to certain additional conditions of closing, including no material
adverse change and the receipt of any required third party approvals.
The transaction is expected to be completed on or before February 28,
Alter NRG will initially be the largest shareholder of Bellair, however,
it will not control the Board of Directors and will have restricted
shareholder voting rights, such that Alter NRG will not have effective
control of Bellair. As a result the Transaction is expected to be
accounted for as a disposition of CleanEnergy by the Company.
Kevin Bolin, Executive Chairman of Alter NRG believes that "the
disposition of CleanEnergy is positive for the Company as it allows
management and the Board of Directors to focus solely on the
Westinghouse Plasma gasification business. We still believe in the
geoexchange market and our shareholders will be able to participate in
the upside through ownership in shares of an entity that is solely
focused on geoexchange operations."
ABOUT ALTER NRG
Alter NRG is pursuing 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 as a
platform for renewable and clean energy solutions that convert a wide
variety of feedstocks into a diverse and flexible range 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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain "forward-looking information and
statements" within the meaning of applicable securities laws. This
forward-looking information relates to future events or Alter NRG's
future performance. In particular, this news release contains
forward-looking statements and information pertaining to: the expected
completion of the Transaction, the completion of the financing and the
issuance of subscription receipts and Bellair's "qualifying
transaction" and the TSXV's approval of the same. All statements other
than statements of historical fact may be forward-looking information.
This forward-looking information is subject to certain risks and
uncertainties and may be based on assumptions that could cause actual
results to differ materially from those anticipated or implied in the
forward-looking information. The outcome and timing of the proposed
Transaction and financing could differ materially from those expressed
in or implied by such forward-looking information and accordingly, no
assurances can be given that any of the events anticipated by the
forward-looking information will transpire or occur or, if any of them
do, what benefits that Alter NRG will derive from them. Alter NRG's
forward-looking information is expressly qualified in its entirety by
this cautionary statement. 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:
Daniel Hay, Chief Financial Officer
(403) 214-4235 firstname.lastname@example.org
Kevin Bolin, Executive Chairman
(678) 296-2851 email@example.com