Alter NRG announces closing of $10 million financing with strategic investors
TSX - NRG
OTCQX - ANRGF
CALGARY, Nov. 2, 2012 /CNW/ - (TSX: NRG; OTCQX: ANRGF) Alter NRG Corp. ("Alter NRG" or the "Company") announces that it has agreed, subject to Toronto Stock Exchange (the "TSX") and other approvals, to issue 30,769,230 common shares at a price of $0.325 per common share for total gross proceeds of approximately $10 million to three new strategic investors (the "Financing").
Following completion of the Financing, it is expected that Ervington Investments Limited ("Ervington") will own approximately 18.2% of the Company's issued and outstanding common shares, and the other two investors, Ms. Zara Shvidler and Eturab Trade Corp. will own approximately 9.1% and 3.0%, respectively. Ervington, whose ultimate beneficial owner is Roman Abramovich, has a complementary investment in the waste to energy sector in a fuel cell development company, which when combined with plasma gasification is expected to significantly improve the overall efficiency of waste to energy facilities.
Mr. Howard, CEO of Alter NRG states that "I am delighted to have Ervington as a strategic shareholder. Mr. Abramovich's connections and business network will expand our market reach and his desire to invest in certain projects provides much needed capital to the industry to fuel its growth. I am looking forward to working closely with his team to continue to advance more energy efficient waste to energy solutions."
Proceeds from the Financing are being held in escrow pending satisfaction of certain release conditions including, among other things, the Company obtaining all required regulatory approvals, including the TSX's approval of the Financing, the satisfaction of any conditions imposed by the TSX on the Financing and the TSX's approving the grant by Alter NRG to Ervington of the right to nominate and have appointed two directors to the board of Alter NRG at closing of the Financing and the right to nominate two directors so long as it continues to hold at least 10% of the Company's issued and outstanding common shares. No common shares will be issued from treasury until proceeds from the Financing are released from escrow.
Ervington has informed the Company that it intends to nominate Mr. Eugene Tenenbaum and Mr. Paul Heagren, who are both long standing employees of Mr. Abramovich, to Alter NRG's board of directors. Mr. Tenenbaum and Mr. Heagren are expected to be appointed to the Company's board upon closing of the Financing.
The funds raised will strengthen the Alter NRG balance sheet to execute its long-term business strategy and to fund market expansion opportunities for the Westinghouse Plasma Gasification solution.
Pursuant to the terms of the Financing, Ervington, Ms. Zara Shvidler and Eturab Trade Corp. have agreed that for a period of one year from the date the Financing is completed they will not assign, transfer or otherwise encumber or deal with the common shares they acquire pursuant to the Private Placement. Ervington, Ms. Zara Shvidler and Eturab Trade Corp. have also agreed that for a period of 12 months they will not solicit proxies for any purpose or otherwise act to seek control or influence in any manner the management, board of directors or policies of Alter NRG.
An application has been filed with the TSX for conditional approval of the Financing. Such approval, if granted, may require the Company to obtain shareholder approval for the Financing. In the event that the Financing has not closed by 5:00 p.m. (Calgary time) on January 31, 2013 Alter NRG, Ervington, Ms. Zara Shvidler and Eturab Trade Corp. 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 the anticipated closing of 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 with closing the Financing, the shareholdings at closing of the Financing, and the benefits of investing in a fuel cell company and a plasma gasification company. 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 Corporation. 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; 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 Corporation 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 Corporation 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 Office
(403) 806-3877 [email protected]
Daniel Hay, Chief Financial Officer
(403) 214-4235 [email protected]
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