TSX - NRG
OTCQX - ANRGF
CALGARY, Feb. 14 /CNW/ - (TSX: NRG; OTCQX: ANRGF) Alter NRG Corp.
("Alter NRG" or the "Company") is pleased to announce that it has
entered into a binding agreement to secure access to funds on an
as-needed basis for up to $20 million through a Committed Equity
Facility provided by Haverstock Master Fund ("Haverstock"). The issue
and sale of shares under the facility is subject to regulatory
The 24-month agreement enables the Company to receive an initial
$1,000,000 drawdown and up to $500,000 per drawdown subsequently.
Timing of any drawdown is at Alter NRG's sole discretion and the
Company is also able to set a minimum price for each drawdown. Under
the terms of the facility, Alter NRG will issue common shares to
Haverstock at a price equal to the weighted average market price
determined over a pricing period of five trading days, less a 6.0%
Mark Montemurro, CEO of Alter NRG believes that "The Committed Equity
Facility provides Alter NRG dedicated capital which provides stability
to our customers, employees and shareholders. The as-needed structure
is positive as the Company has many opportunities in both Westinghouse
Plasma Corp. and CleanEnergy that management would like to see
reflected in the share price before any significant dilution occurs."
David Ratzker, portfolio manager at Haverstock states that "We are
enthusiastic about our investment in Alter NRG and believe the
company is at the forefront of the Cleantech Industry with both
Westinghouse Plasma Corp. and CleanEnergy entering very exciting points
in their corporate development cycles."
Under the terms of the agreement, Alter NRG's distribution of shares
under the facility is to be qualified by prospectus. Subject to the
receipt of the necessary regulatory approvals, Alter NRG will file a
preliminary base shelf short-form prospectus with a view to being able
to satisfy such obligation under the facility. Implementation of the
facility will require Alter NRG to file a final base shelf short-form
prospectus and a prospectus supplement describing the facility. In
addition, in the case of each drawdown, a separate pricing supplement
also must be filed.
Haverstock may resell the shares issued to it by Alter NRG at the fund's
discretion, through registered dealers trading through the Toronto
Stock Exchange. Alter NRG is under no obligation to draw from this
facility and will remain at all times free to enter into other
financing transactions with the exception of similar equity lines.
Alter NRG has agreed to pay Haverstock an implementation fee of
$200,000. Alter NRG is entitled to satisfy such fees by issuing common
shares at market price, subject to regulatory approvals.
Alter NRG and Haverstock will jointly apply for exemptive relief from
certain Canadian securities regulators in connection with certain
aspects of the facility, and the granting of such relief will be at the
discretion of such regulators. The facility cannot be drawn down until
Alter NRG and Haverstock have received such exemptive relief and Alter
NRG has filed and had a receipt issued for its final shelf prospectus
and has filed the related prospectus supplement in connection with the
facility and the pricing supplement for each drawdown. Any issuances of
common shares under the facility will also be subject to the prior
approval of the Toronto Stock Exchange.
The facility agreement, the base shelf prospectus, the prospectus
supplement, and the pricing supplements will be made available on SEDAR
This news release does not constitute an offer to sell Alter NRG
securities or the solicitation of an offer to buy Alter NRG securities,
nor is there to be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
Haverstock is an institutional investor with an investment objective to
seek capital appreciation through the general strategy of investing in
public securities of U.S. and non-U.S. companies, through direct equity
purchases from such companies. The portfolio manager of Haverstock,
David Ratzker, has structured more than US$300 million worth of private
equity investments in publicly traded corporations in a variety of
sectors including energy, cleantech, telecommunications, consumer, and
ABOUT ALTER NRG
Alter NRG is pursuing alternative energy solutions to meet the growing
demand for environmentally responsible energy in world markets. The
Company's vision is to commercialize growth technologies through
environmentally sustainable and economically viable alternative energy
projects. The Company's objectives are twofold; First, is to further
commercialize the Westinghouse Plasma Gasification Technology, through
a wholly owned subsidiary, to provide renewable and clean energy
solutions from a wide variety of feedstocks, and providing a wide
variety of energy outputs - including liquid fuels like ethanol and
diesel, electrical power, and syngas; Second, to capitalize on the
rapidly growing geoexchange residential and commercial heating and
cooling market through a wholly owned subsidiary CleanEnergy that
enables consumers to reduce their carbon footprint and reduce the cost
and volatility of energy bills using the energy from the earth.
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.
Various assumptions were used in drawing the conclusions or making the
projections contained in the forward-looking statements throughout this
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:
not receiving required regulatory approvals to implement the facility,
that the prevailing market price of the common shares may make the use
of the facility unattractive to the Corporation, if and when needed, as
well as those factors discussed in or referred to under the heading
"Risk Factors" in the Company's Annual Information Form dated March 29,
2010 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:
Mark Montemurro, Chief Executive Officer
(403) 806-3877 firstname.lastname@example.org
Daniel Hay, Chief Financial Officer
(403) 214-4235 email@example.com