CALGARY, Aug. 3 /CNW/ - EmberClear Inc. (formerly Immersive Media Corp.) (TSXV: EMB) ("EmberClear") is pleased to provide a brief update with respect to the matters disclosed in its press release dated June 28, 2010. In such press release, EmberClear announced that it had entered into an arrangement agreement (the "Arrangement") with EmberClear Corp. and Future Ventures, LLC ("Future Ventures" or "FV") regarding the acquisition (the "Acquisition") of Future Ventures and that EmberClear's board of directors had engaged NCP Northland Capital Partners Inc. (formerly Sandfire Securities Inc.) to assist it in conducting a strategic review of its camera business (the "Camera Business Strategic Review").
Over the past several weeks, EmberClear's management team and board of directors have been working and focused on satisfying the requirements of the TSX Venture Exchange (the "TSXV") in connection with its approval of the Acquisition and the change of EmberClear's business focus from the camera business to the climate focused energy development business conducted by Future Ventures and its subsidiaries. Subject to EmberClear satisfying certain of such requirements, its common shares ("EMB Shares") will resume trading on the TSXV. Related thereto, EmberClear is currently preparing a management information circular and proxy statement to be mailed to EmberClear's shareholders and optionholders (collectively, the "EMB Securityholders") in respect of a special meeting (the "Meeting") of EMB Securityholders to be held to consider and vote on the Arrangement and related matters. It is currently anticipated that the Meeting will be held in late September or early October 2010. Future Ventures will be seeking approval of the Acquisition from its unitholders ("FV Unitholders") by way of consent resolution. If EMB Securityholders and FV Unitholders approve the Acquisition, and all other conditions precedent to closing are satisfied or waived (including TSXV and court approval), it is anticipated that the Arrangement will close as soon as practicable following the Meeting.
With respect to the Camera Business Strategic Review, although there can be no assurance that a transaction will result therefrom, a process has been instituted for the purpose of selling all or portions of the camera business. The Camera Business Strategic Review is being conducted concurrently with the implementation of cost reduction measures and a transition plan for existing customers and agents.
EmberClear is also pleased to announce that its emerging presence in the clean energy development sector is being acknowledged at the Asian Coalition for Climate and Energy, Global Carbon Capture, Utilization & Storage (CCUS) Summit 2010. Mr. Albert Lin, EmberClear's Chief Executive Officer, has been invited to present at the global CCUS Summit being held on August 17 - 19, 2010 in Shanghai, China. The attendees include influential members of the energy and climate industry, including senior members of the United States Department of Energy, United States National Energy Technology Laboratory, Lawrence Livermore National Labs, Lawrence Berkeley National Labs, The Clean Air Task Force, Duke Energy, America Electric Power, GE Energy, and Natural Resources Defense Council from the United States. Attendees from China include the NDRC, China Huaneng Group, China Shenhua Group, PetroChina, and Chinese Academy of Sciences. Participants will update each other on CO(2) capture and handling technologies including a trip to see the world's newest and largest CO(2) capture facility at Shidongkou (outside Shanghai). EmberClear's presentation will focus on updating the attendees on the status of the Good Spring IGCC project and how future international co-operative ventures can be structured to address next-generation low emission energy solutions.
About EmberClear Inc.
EmberClear is an investment company focused in the clean energy technology industry. EmberClear aims to accelerate the adoption of technologies enabling dramatic improvements in the efficiency and cleanliness of fossil fuel consumption. EmberClear's goal is to find economically viable business models with the potential to deliver reduced emissions of over 50% when compared to industry average results.
EmberClear has a strategic investment in Future Power PA Inc ("FPPI"). FPPI is a joint venture of Future Fuels LLC (a wholly-owned subsidiary of Future Ventures) of Houston, Texas and EmberClear. Houston-based Future Fuels LLC develops clean coal gasification projects and holds land, rights to access coal reserves, technology licenses and other project related assets. FPPI's Good Spring IGCC Project is one of the power projects being developed by Future Fuels LLC, which is currently in the early stages of developing similar projects in other parts of the world. For more information please visit www.emberclear.com.
As noted above, EmberClear has commenced the Camera Business Strategic Review and may dispose of some or all of its Camera Business assets in connection with such process. In connection with its Camera Business, EmberClear is a provider of 360-degree, full-motion, interactive video experiences. Its one-of-a-kind geodesic camera and full production services -including rental equipment, training, filming, post-production and distribution options - create high-resolution, immersive video for a variety of uses. From mapping and exploration to monitoring and surveillance to branding and entertainment, EmberClear's customers and agents produce the deepest, most engaging video experiences possible. For information, please visit www.immersivemedia.com.
Completion of the Arrangement is subject to a number of conditions, including TSXV acceptance and (if applicable) disinterested shareholder approval. The Arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement, including the business of Future Ventures, FPPI and their respective subsidiaries, may not be accurate or complete and should not be relied upon. Trading in the EMB Shares and the common shares of EmberClear Corp. to be issued pursuant to the Arrangement should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this press release.
NCP Northland Capital Partners Inc. has agreed to act as sponsor to New EmberClear in connection with the Arrangement. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Arrangement or the likelihood of completion.
Forward-Looking Statement Disclaimer
Certain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of the "safe harbour" provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as "expect", "intend", "may", "will", "believe", "potential" and similar words suggesting future events or future performance. In particular, this document contains forward-looking statements pertaining to, without limitation, the following: our intention to complete the Arrangement, including the timing thereof; the possible outcome of the Camera Business Strategic Review; and the benefits that may accrue to EmberClear and its shareholders as a result of the scaling back of the Camera Business, our business strategies and plans. With respect to forward-looking statements contained in this document, we have made various assumptions. Although we believe that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the possibility that the parties will fail to obtain all necessary regulatory and other third party approvals, and to satisfy all conditions precedent and closing conditions, that are required or necessary to complete the Arrangement; and the possibility that the Arrangement will not be completed when expected, will be completed on terms that are different than those previously disclosed, or will not close at all. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
(C) 2010 EmberClear Inc. All rights reserved.
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SOURCE EMBERCLEAR INC.
For further information: For further information: David G. Anderson, Chief Financial Officer, Tel: 403.264.8817