CALGARY, May 30, 2011 /CNW/ - Alter NRG Corp. ("Alter NRG") is pleased to announce that it has been granted relief by the
securities regulators in each of the provinces of Canada other than
Québec, from certain dealer registration, prospectus form and
prospectus delivery requirements which are applicable to the
prospectuses it may file in connection with the previously announced
committed equity facility agreement (the "CEF") between Alter NRG and Haverstock Master Fund, Ltd. ("Haverstock").
Pursuant to the terms of the CEF, Alter NRG, is entitled to exercise
draw downs, whereby Haverstock has agreed to purchase, in the
aggregate, up to $20,000,000 of the common shares of Alter NRG ("Common Shares") over a period of 24 months. The CEF enables Alter NRG to receive an
initial draw down of $1,000,000 and up to $500,000 per each subsequent
draw down. The purchase price of the Common Shares under each draw down
will be set at the higher of: (a) 94% of the daily volume weighted
average trading price as reported by Bloomberg, L.P. over a pricing
period of five days; and (b) a minimum price set by Alter NRG for each
In consideration for entering into the CEF, Alter NRG has agreed to pay
Haverstock an implementation fee of $200,000, which may be satisfied
through the issuance of Common Shares at market price, subject to
The distribution of any Common Shares under the CEF must be qualified by
a prospectus. Prior to the exercise of any draw down under the CEF,
Alter NRG will file a final base short form prospectus and a prospectus
supplement describing the CEF and the exemptive relief granted by the
securities regulators. In the case of each draw down, a separate
pricing supplement will be filed describing the terms of the particular
draw down. Any issuances of Common Shares under the CEF will also be
subject to the prior approval of the Toronto Stock Exchange.
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 the CEF
and remains at all times free to enter into other financing
transactions with the exception of similar equity lines.
For further information, investors are urged to consult the full text of
the CEF, a copy of which is filed under Alter NRG's profile on SEDAR at
www.sedar.com, and the full text of the order for exemptive relief, a copy of which
may be retrieved from the Alberta Securities Commission website at www.albertasecurities.com.
ABOUT ALTER NRG
Alter NRG is pursuing alternative energy solutions to meet the growing
demand for environmentally responsible energy in world markets. Alter
NRG's vision is to commercialize growth technologies through
environmentally sustainable and economically viable alternative energy
projects. Alter NRG'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.
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
Advisory Respecting Forward-Looking Information
This news release contains certain "forward-looking information" within
the meaning of applicable securities laws. The use of the words "may"
and "will" and similar expressions are intended to identify
forward-looking information. In particular, but without limitation,
this news release contains forward-looking information in respect of
potential prospectus filings by Alter NRG and draw downs under the CEF.
Various assumptions were used in drawing the conclusions or making the
projections contained in the forward-looking information contained in
this news release. The forward-looking information included in this
news release is not a guarantee of future performance and should not be
unduly relied upon. Forward-looking information reflects management's
current beliefs and assumptions, based on information currently
available to management.
A number of factors, risks and uncertainties could cause actual results
to differ materially from the results discussed in the forward-looking
information, many of which are beyond the control of the Alter NRG.
Among the material factors that could cause actual results to differ
materially from those indicated by such forward-looking information
are: not receiving the regulatory approvals, including the approval of
the Toronto Stock Exchange, required to exercise draw downs under the
CEF, that the prevailing market price of the Common Shares may make the
use of the CEF unattractive to Alter NRG, if and when needed, as well
as those factors discussed in or referred to under the heading "Risk
Factors" in Alter NRG's Annual Information Form for the year ended
December 31, 2010 which is available under Alter NRG's profile on SEDAR
Alter NRG cautions that the foregoing list of risks and uncertainties is
not exhaustive. The forward-looking information contained in this news
release speaks only as of the date of this news release, and Alter NRG
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