CALGARY, June 28 /CNW/ - EmberClear Inc. (formerly Immersive Media Corp.) (TSXV: EMB) ("EmberClear") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") dated effective as of June 25, 2010 with EmberClear Corp. ("New EmberClear") (a wholly-owned subsidiary of EmberClear) and Future Ventures LLC ("Future Ventures") regarding the acquisition (the "Acquisition") of all of the issued and outstanding common units ("Future Ventures Units") of Future Ventures by way of plan of arrangement (the "Arrangement"). Future Ventures conducts most of its business in North America through its two wholly-owned subsidiaries, Future Fuels LLC and Future Power PA Inc. ("FPPI").
EmberClear also announces that its board of directors (the "Board") has determined not to proceed with the previously proposed spin-out of EmberClear's camera business (the "Camera Business"). After examining and considering various factors in greater detail, the Board has determined that it is in the best interests of shareholders to commence a strategic review process for the Camera Business, which may result in the sale of the Camera Business. The Board has retained NCP Northland Capital Partners Inc. (formerly Sandfire Securities Inc.) to assist it with the conduct of this process. There can be no assurance that the process will result in a transaction.
Pending the completion of the strategic review process, the Board believes that it is in the best interest of shareholders to significantly reduce the operations of the Camera Business in order to provide EmberClear with the greatest number of options going forward and to reduce EmberClear's consumption of its financial resources. As a result, EmberClear is currently in the process of substantially downsizing its Dallas and Portland offices. As a part of this process, Mr. Myles McGovern has been terminated as the President and Chief Executive Officer of EmberClear. Mr. Albert Lin, the current Chairman of the Board of EmberClear, has been appointed the Chief Executive Officer of EmberClear. This management change and the scaling back of EmberClear's Camera Business reflect the permanent shift in EmberClear's business focus from the Camera Business to the climate focused energy development business conducted by Future Ventures and its subsidiaries.
INFORMATION ABOUT THE FUTURE VENTURES ACQUISITION
Key Terms of the Arrangement
Pursuant to the Arrangement Agreement, New EmberClear will (i) acquire all of the issued and outstanding common shares ("EMB Shares") of EmberClear in exchange for common shares ("New EMB Shares") of New EmberClear on a one-for-one basis, and (ii) acquire all of the issued and outstanding Future Ventures Units in exchange for New EMB Shares on the basis of three New EMB Shares for each one outstanding Future Ventures Unit. Approximately 27,585,000 New EMB Shares will be issued to the holders of the Future Ventures Units at closing. Following the completion of the Arrangement, there will be approximately 65.3 million New EMB Shares issued and outstanding. EmberClear intends to apply to have the New EMB Shares listed on the TSX Venture Exchange (the "TSXV") and the EMB Shares delisted from the TSXV in connection with closing.
Pursuant to the Arrangement, existing options ("EMB Options") to purchase EMB Shares will be exchanged for options ("New EMB Options") to purchase New EMB Shares on a one-for-one basis. New EMB Options will have substantially the same terms as existing EMB Options. As at the date hereof, approximately 3,710,500 EMB Options are issued and outstanding.
Information About Future Ventures
Following the completion of the Arrangement, New EmberClear's principal business will be the business carried on by Future Ventures, although New EmberClear will continue to hold its investments in T3 Motion, Inc. EmberClear will also continue to own the Camera Business, although the strategic review process may result in EmberClear disposing of some or all of the assets comprising the Camera Business.
Future Ventures is a limited liability company formed in 2006 under the laws of the State of Delaware with a head office in Houston, Texas. Since formation, Future Ventures has focused on becoming a 21st century clean coal energy development company. Future Ventures is committed to developing cleaner worldwide solutions for power generation by working closely with universities and technical institutions, including its technology partners.
Future Ventures has a global investment philosophy focused on addressing the local political risks, supply gridlocks and volatility in the commodity markets. Future Ventures, through FPPI, is currently focused on completing the development of a power project (the "Good Spring IGCC Project") in Northeastern Pennsylvania using Integrated Gasification Combined Cycle ("IGCC") clean coal technology. FPPI is a corporation incorporated under the laws of the State of Delaware in which Future Ventures indirectly holds a 50.005% equity interest and EmberClear holds the remaining 49.995% equity interest. EmberClear acquired its equity interest in FPPI in early April 2010 as a result of the automatic conversion of its U.S.$5 million principal amount of convertible promissory notes of FPPI into equity upon FPPI's receipt of permits to construct, commission and operate the Good Spring IGCC Project. As a result of the Arrangement, New EmberClear will hold 100% of the Good Spring IGCC Project.
The Good Spring IGCC Project is a fully permitted electricity generation plant located in the largest power market in the United States and serves adjacent cities such as Philadelphia and Harrisburg. Future Venture's management anticipates that the Good Spring IGCC Project may ultimately be capable of supplying over 270 megawatts ("Mw") of electricity to the Pennsylvania - New Jersey - Maryland (the "PJM") power grid. Future Ventures controls a 300 acre project site and has access to significant coal reserves from a local mine. Power grid infrastructure is well developed near the site and a complete analysis for transportation of the plant's electricity within the PJM West grid has been made. Various regulations and initiatives currently encourage or require some Northeastern states to procure power from sources like the Good Spring IGCC Project.
Construction of the electrical power plant will require additional financing. Future Ventures' management estimates that the cost of building an IGCC advanced coal gasification electrical generation plant in the United States is in the range of US$800 million to US$1 billion. In order to secure the required financing a number of alternatives may be pursued, including completing private or public offerings of equity securities, seeking additional joint venture partners or borrowing funds.
Prior to commencement of construction of the power plant, it is expected that Future Ventures will enter into a contract with an energy wholesaler for the sale of electricity to be generated by the power plant upon completion of construction. It is expected that entering into such a contract will be necessary to allow Future Ventures to obtain the necessary funding for the construction of the power plant. If Future Ventures is able to raise the necessary funds, it is expected that it would take approximately three years to construct the power plant, which would be followed by an additional year of turn-up optimization.
Future Ventures intends to pursue other clean coal power development projects in the United States. Management of Future Ventures believes that the facility-ready zoning, local geology, economy, labor force, shortage of clean energy and feedstock availability make the northeastern Pennsylvania region ideal for the sequential deployment of up to ten additional projects. Future Ventures is also pursuing opportunities to develop other power plants using the Integrated Gasification Combined Cycle (IGCC) technology in North and South America, Europe and the Indian subcontinent. At present, Future Ventures is in the preliminary stages of developing several other projects in Europe.
Future Ventures is in the process of preparing audited comparative consolidated financial statements as at and for the years ended December 31, 2009, 2008 and 2007, and unaudited comparative consolidated financial statements as at and for the three month periods ended March 31, 2010 and 2009 (collectively, the "FV Financial Statements"). EmberClear will issue a press release containing summary financial information in respect of Future Ventures when the FV Financial Statements are complete.
Proposed Management and Directors of New EmberClear
Following the completion of the Arrangement, it is anticipated that the board of directors of New EmberClear will be comprised of the current members of the Board of EmberClear, being Albert Lin, David Anderson, Harry Campbell, Winston Guillory, Peter Kinash and Geoff Rhoads, and Raj Suri, the current President and Chief Executive Officer of Future Ventures.
The senior management of New EmberClear following the completion of the Arrangement is anticipated to be as follows:
Albert Lin, Chief Executive Officer and Chairman of the Board
Raj Suri, President
David G. Anderson, Chief Financial Officer
Nick Cohen, Chief Operating Officer and Head of Regulatory
Karen Tanaka, Executive Vice-President and Corporate Secretary
The following are brief biographies for each of the proposed members of senior management and the board of directors of New EmberClear following the completion of the Arrangement:
Senior Management and Management Directors
Albert Lin - California, United States - CEO, Chairman of the Board and
Mr. Lin is currently the director of Capital Markets for SoonerCap LLC, a private investment bank based in the USA. Mr. Lin has served as a member of the board of directors for numerous companies, including: Nanoamp Solutions, Inc. from 1999 to present; Future Ventures from 2007 to present; FPPI from 2008 to present; JiWire, Inc. from 2007 to 2008; and Centrinity Inc., a Toronto Stock Exchange list company, from 2000 to 2002. Mr. Lin graduated from the University of Texas at Austin with an Honours Masters Business Program degree and a Bachelor of Science in Finance and International Business.
Raj Suri - Texas, United States - President and Director
Raj Suri has over 18 years of experience in finance predominantly in the energy business. Mr. Suri's experience includes international tax planning, risk management, deal structuring, mergers and acquisitions, and strategic planning. Mr. Suri began his finance career in regional public accounting firms in 1990. During his first six years he helped develop the tax and accounting business at two regional firms. From 1996 to 1999 he held various positions within the finance department of ExxonMobil. In 1999, he joined PricewaterhouseCoopers as Tax Manager in Houston. In 2001, Mr. Suri joined PanCanadianEnergy Corporation (which subsequently merged with EnCana Corporation) as U.S. Tax Director. From 2003 to 2005 Mr. Suri worked as Tax and Risk Director at Harvest Natural Resources Inc., an international energy company. In 2005, Mr. Suri joined DKRW LLC, a leading alternative energy organization in the United States, as Corporate Controller where he was involved in wind, LNG and coal to liquids project development. In 2006, Mr. Suri founded Future Ventures and since then has been serving as its President and Chief Executive Officer. Mr. Suri received his certification as a Certified Public Accountant in 1992 and earned a Masters in Taxation degree from American University in 1998. Mr. Suri also earned his Masters of Business Administration at Duke University as Fuqua Scholar in 2004.
David G. Anderson - Alberta, Canada - CFO and Director
Mr. Anderson is the Chief Financial Officer of EmberClear and has held that position since May 2003. From 1993 to the present, Mr. Anderson has also been the President and Chief Executive Officer of Winsome Capital Inc., a private venture capital firm. Mr. Anderson was also the co-founder and a director of Bison Resources Ltd., a public junior oil company which was sold to Mission Oil & Gas Inc. in January 2006.
Mr. Anderson was a co-founder and initially held the Chief Financial Officer position for MC2/Centrinity Inc., a Toronto Stock Exchange list company. In this role, Mr. Anderson was responsible for the capitalization and initial public offering along with all subsequent offerings. Mr. Anderson was also a co-founder and director of Outrider Resources Ltd., a junior oil and gas company that was listed on the Alberta Stock Exchange before it was sold in 1996.
Nick Cohen - Pennsylvania, United States - COO and Head of Regulatory
Mr. Cohen develops mineral, land, technology and project assets for gasification technologies worldwide. Mr. Cohen manages global channel partner relationships in the energy sector and has successfully launched several large projects. Mr. Cohen served for ten years as President and Chief Executive Officer of the Pennsylvania based technology institution, Career Development and Employment, Ltd. Mr. Cohen has extensive experience with government relations, project development and contracting. He earned a Bachelor of Sciences degree in Business Administration from Drexel University and a Master of Business Administration, with a concentration in international business, from Duke University.
Karen Tanaka - British Columbia, Canada - Executive Vice-President and
Ms. Tanaka joined EmberClear in 2004 as the Chief Operating Officer and became the Executive Vice-President and Corporate Secretary of EmberClear in March 2010. She has held key leadership roles in a number of technology companies and has a strong base of operational experience and business development in Canada, the United States and the U.K. Prior to joining EmberClear, Ms. Tanaka was Vice President, Marketing at MC2/Centrinity (formerly "CTI":TSX), where she successfully developed and executed a wide range of global marketing initiatives and guided brand management, communications and analyst relations. Ms. Tanaka was instrumental in executing a business plan for emerging markets. Ms. Tanaka also spent ten years selling and marketing, and managing high performance teams at Xerox. Ms. Tanaka graduated from Simon Fraser University with a Bachelor of Business Administration degree.
Harry S. Campbell, Q.C. - Alberta, Canada - Director
Mr. Campbell is Vice-Chair of the law firm Burnet, Duckworth & Palmer LLP (Calgary). He was admitted to the Alberta Bar in 1974 and has extensive experience with Canadian oil and gas transactions and international petroleum and natural gas matters. Mr. Campbell is currently a Director of Delphi Energy Corp., Freehold Royalty Trust and The Cathay Investment Fund Limited.
Winston Guillory - Texas, United States - Director
Most recently, Mr. Guillory served as Senior Vice President of NAVTEQ, where he was responsible for leading Consumer and Enterprise operations in the Americas, Europe, the Middle East and Africa. Prior to joining NAVTEQ, he served as Senior Vice President for the Intermec Global Sales organization. Mr. Guillory holds a Bachelor of Business Administration degree in marketing from Lamar University in Beaumont, Texas and served in the United States Marine Corps.
Peter H. Kinash - Alberta, Canada - Director
Mr. Kinash spent the past 20 years working and volunteering in the Alberta technology sector. Mr. Kinash is Chief Financial Officer of Replicon Inc., the world leader in web based time tracking solutions for project oriented organizations. Mr. Kinash's corporate career includes serving for 20 months as the Chief Financial Officer of Wi-LAN Inc., a Toronto Stock Exchange listed technology company. Prior to joining Wi-LAN Inc., Mr. Kinash led the Calgary technology practice of KPMG LLP, where he assisted a wide range of technology companies with issues related to strategy, alliance partners, financing, staffing, securities and tax in Canada and the United States. Mr. Kinash is a Chartered Accountant and graduated from the University of Saskatchewan in 1977 with a Bachelor of Commerce degree.
Geoffrey B. Rhoads - Oregon, United States - Director
Mr. Rhoads sits on the board of directors of Venture Ad Astra, LLC (a corporation in the large scale space imaging and GPS related technology business) and was the founder and former Chief Technology Officer of Digimarc Corp. (a public corporation listed on NASDAQ). Mr. Rhoads has a Bachelor of Arts degree in Physics from the University of Oregon.
Relationships Between EmberClear's Directors and Officers and Future
Certain directors and officers of EmberClear are also directors or managers of Future Ventures and FPPI. Pursuant to the agreements governing EmberClear's existing investment in FPPI, the following three directors of EmberClear have been appointed to FPPI's board of directors as EmberClear's nominees: Messrs. Lin, Anderson and Rhoads. Mr. Lin also serves on the board of managers of Future Ventures.
Current directors and officers of EmberClear hold an aggregate of 865,000, or approximately 9.4%, of the issued and outstanding Future Ventures Units, as follows: Mr. Lin owns 425,000 (approximately 4.6%), of the issued and outstanding Future Ventures Units; Mr. Anderson owns 425,000 (approximately 4.6%), of the issued and outstanding Future Ventures Units; and Ms. Tanaka owns 15,000 (approximately 0.2%) of the issued and outstanding Future Ventures Units.
Mr. Lin, Mr. Anderson and Ms. Tanaka also hold an aggregate of 3,906,813, or approximately 10.4%, of the issued and outstanding EMB Shares, as follows: Mr. Lin owns 158,453 (approximately 0.4%), of the issued and outstanding EMB Shares; Mr. Anderson owns 3,351,449 (approximately 8.9%), of the issued and outstanding EMB Shares; and Ms. Tanaka owns 396,911 (approximately 1.1%), of the issued and outstanding EMB Shares.
In light of the foregoing, Messrs. Lin and Anderson disclosed their interests in the Arrangement to the Board and abstained from voting on the approval of the Arrangement, the Arrangement Agreement and related matters.
Conditions to Closing and Support Agreements
Closing of the Arrangement is subject to the satisfaction of numerous conditions precedent, including the approval of the Arrangement by EmberClear's shareholders and optionholders (collectively, the "EMB Securityholders"), the approval of the Acquisition by the holders ("FV Unitholders") of the Future Ventures Units, the receipt of all necessary regulatory approvals (including the approval of the TSXV), certain holders of New EMB Shares entering into TSXV and other escrow arrangements, the approval of the Court of Queen's Bench of Alberta, and other conditions typical for transactions of this nature. FV Unitholders holding approximately 56.6% of the outstanding Future Ventures Units and EMB Securityholders holding approximately 17.9% of the outstanding EMB Shares and EMB Options have entered into agreements (each a "Support Agreement") pursuant to which they have agreed to support the Arrangement and the Acquisition. Mr. Raj Suri of Texas, U.S.A, the President and a manager of Future Ventures and the holder of 21.2% of the Future Ventures Units, is one of the FV Unitholders who has entered into a Support Agreement with EmberClear.
EmberClear is currently preparing a management information circular and proxy statement ("Information Circular") to be mailed to 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 August or September 2010. Future Ventures will be seeking approval of the Acquisition from the FV Unitholders by way of consent resolution. If the EMB Securityholders approve the Arrangement, the FV Unitholders approve the Acquisition, and all other conditions precedent to closing are satisfied or waived, it is anticipated that the Arrangement will close as soon as possible following the Meeting.
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 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 a strategic review process in respect of its Camera Business ("Immersive Media"), and may dispose of some or all of the assets of Immersive Media at the conclusion of that process. Immersive Media 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, Immersive Media 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 New EMB Shares 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., subject to completion of satisfactory due diligence, 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 structure thereof, the terms thereof and the timing thereof; the possible outcome of the strategic review process being undertaken in respect of the Camera Business; the benefits that may accrue to EmberClear and its shareholders as a result of the scaling back of the Camera Business; the capital structure of New EmberClear and the intention to list the New EMB Shares on the TSXV; our business strategies and plans as they relate to the development of the Good Springs IGCC Project, including the project's projected peak electricity supply capacity, our ability to access a sufficient coal supply, the amount of financing that will be required to build the plant and the potential sources of financing, our intention to enter into a contract with an energy wholesaler for the sale of electricity to be generated by our plant and the timing thereof, and the time it will take to construct the plant; our business strategies and plans regarding the development of other clean coal power development projects, including the potential locations of potential projects and the number of potential projects in the northeastern Pennsylvania region; the anticipated composition of New EmberClear's board of directors and management team following closing; and the anticipated timing for holding the Meeting and closing the Arrangement. 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; the possibility that the Arrangement will not be completed when expected, will be completed on terms that are different than those described herein, or will not close at all; the inability of EmberClear to obtain financing at all or on acceptable terms; the inability of EmberClear to enter into contracts for the sale of its electricity supply, either at all or on commercially viable terms; the inability of EmberClear to obtain all necessary regulatory and other third party approvals to develop the Good Springs IGCC Project or any other projects; and the failure of the IGCC coal gasification technology to function as anticipated. 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.
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For further information: For further information: David G. Anderson, Chief Financial Officer, Tel: 403.264.8817