EMBERCLEAR INC. PROVIDES UPDATE WITH RESPECT TO ACQUISITION OF FUTURE
VENTURES LLC

CALGARY, Aug. 30 /CNW/ - EmberClear Inc. (formerly Immersive Media Corp.) (TSXV: EMB) ("EmberClear") is pleased to provide further information in relation to its proposed acquisition by way of plan of arrangement (the "Arrangement") of Future Ventures LLC ("Future Ventures"), a 21st century clean energy development company based in Houston, TX.

Overview of Future Ventures Acquisition

As previously announced, following the Arrangement EmberClear's business focus will change from its camera business to the clean energy development business conducted by Future Ventures and its subsidiaries. Future Ventures, through its subsidiary Future Power PA Inc. ("FPPI"), is currently focused on completing the development of a power project (the "Good Spring IGCC Project") in Northeastern Pennsylvania that will use an Integrated Gasification Combined Cycle ("IGCC") technology using coal as a fuel input. The Good Spring IGCC Project is a project for the development of a 150 megawatt ("MW") electricity generation plant with capabilities for far lower emissions than any other coal based electricity plant in the United States. The plant's location inside the largest power market in the United States allows the Good Spring IGCC Project to serve adjacent cities such as Philadelphia and Harrisburg, PA. Future Ventures' management is currently in the process of amending its approved 150 MW permits to increase the capacity of the Good Spring IGCC Project to 270 MW and similar emission levels. On completion, it is anticipated that the Good Spring IGCC Project may ultimately be capable of supplying up to 270 MW of electricity to the Pennsylvania - New Jersey - Maryland power grid (the "PJM Grid") and meet the Tier 2 definition for Alternative Energy Portfolio Requirements for the State of Pennsylvania. For additional information regarding the Arrangement, see our press releases issued on June 28 and August 3, 2010, which are available on SEDAR.

Selected Financial Information of Future Ventures

The following table sets forth certain financial information for Future Ventures for the period indicated, stated in US dollars. The financial information has been derived from Future Ventures' audited financial statements for the year ended December 31, 2009, which have been audited in accordance with US generally accepted accounting principles and US generally accepted auditing standards, in each case as established by the American Institute of Certified Public Accountants.

    
    -------------------------------------------------------------------------
                                                      As at and for the year
                                                     ended December 31, 2009
    -------------------------------------------------------------------------
    Interest and Dividend Income                                     $24,349
    -------------------------------------------------------------------------
    Project Development Costs(1)                                  $1,658,600
    -------------------------------------------------------------------------
    Total Expenses                                                $2,828,007
    -------------------------------------------------------------------------
    Net Loss                                                     $(2,803,658)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Total Current Assets                                          $1,536,884
    -------------------------------------------------------------------------
    Total Assets                                                  $1,550,697
    -------------------------------------------------------------------------
    Total Current Liabilities                                   $3,551,026(2)
    -------------------------------------------------------------------------
    Total Liabilities                                           $3,551,026(2)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

    (1) Project Development Costs are primarily in relation to the Good
        Spring IGCC Project.
    (2) Includes a $3 million note issued by FPPI to EmberClear that was
        satisfied in full in the second quarter ended June 30, 2010 when the
        full principal amount thereof was converted into equity of FPPI.
    

Future Ventures' Assets

Approved Permits to Develop the Good Spring IGCC Project

Throughout 2008, 2009 and 2010, management of FPPI has conducted feasibility studies with regional and international engineering firms and obtained all permits necessary for the development of the Good Spring IGCC Project, in Schuylkill County Pennsylvania, including:

    
    -   An air quality permit issued by the Pennsylvania Department of
        Environmental Protection ("PA DEP") authorizing the construction and
        operation of the Good Spring IGCC Project. The process involved for
        the approval of the air quality permit included: (i) meeting with PA
        DEP to develop a preliminary attainment plan; (ii) development of an
        air quality discharge permit application using reasonable available
        control technology for the project; (iii) working with PA DEP to (A)
        develop air discharge limits for emissions from the Good Spring IGCC
        Project relating to the IGCC technology to be utilized, and (B)
        completing modeling for dispersion information and non-degradation as
        required; and (iv) development of a final permit application for
        submission to PA DEP. The air quality permit was obtained from PA DEP
        in April 2010.

    -   A waste water discharge permit issued by the PA DEP. The process
        involved for the approval of the waste water discharge permit
        included: (i) showing the quantity and quality of process water
        leaving the Good Spring IGCC Project site and its quality after
        treatment; (ii) detailing treatment procedures to be utilized in
        attainment of stream discharge requirements; and (iii) filing for a
        National Pollutant Discharge Elimination System permit with the
        Federal Environmental Protection Agency to utilize nearby municipal
        treatment plants. The waste water discharge permit was obtained from
        the PA DEP in the third quarter of 2009.

    -   An ash disposal permit issued by the PA DEP. The process involved for
        the approval of the ash disposal permit included completing
        leachability analysis of slag (ash) generated from the Good Spring
        IGCC Project and showing the total disposal quantity. The ash
        disposal permit was obtained from the PA DEP in the second quarter of
        2009.
    

In addition to the above noted permits, FPPI has also satisfied the following requirements of, or obtained approvals from, various government authorities relating to the Good Spring IGCC Project: (i) planning and zoning approval, (ii) impact and feasibility studies for interconnection to the PJM Grid, (iii) approval of an erosion and sedimentation control plan for construction of the Good Spring IGCC Project; and (iv) an approval letter and permit from the Pennsylvania Department of Transport for traffic in and out of the project site. As noted above, Future Ventures is currently in the process of amending its permits to increase the capacity of the Good Spring IGCC Project from a 150 MW project to a 270 MW project. To date, Future Ventures' costs related to the development of the Good Spring IGCC Project have exceeded US$3,000,000.

Option to Lease Land and Coal Mine

In addition to FPPI's interest in the Good Spring IGCC Project, FPPI also has an option to lease (i) certain real property (the "Plant Site") located in Northeastern Pennsylvania on which it may construct and operate one or more power generation plants, and (ii) a coal mine (the "Mine") located in close proximity to the Plant Site, from which FPPI would have the right to mine, remove and sell coal. It is currently intended that the Good Spring IGCC Project will be constructed on the Plant Site and that coal will be removed from the Mine and used as a stable and cost effective supply of feedstock for the Good Spring IGCC Project. The Plant Site is located in close proximity to the PJM Grid, which serves one of the largest power markets in the United States - the close proximity of the Plant Site to the PJM Grid is anticipated to significantly reduce the time and expense typically associated with connecting a power generation source to an electricity grid. In addition, the Mine contains a rail spur that can be expanded to facilitate the transportation of coal from the Mine to the Plant Site on a cost effective basis.

Project Development

Future Ventures' access to competitive IGCC technology and its proven ability to develop projects successfully through permitting has created interest in Future Ventures' project development capabilities in different parts of the world. Management of Future Ventures has begun evaluating opportunities for Future Ventures to develop IGCC projects for utility companies and other parties interested in energy solutions similar to the Good Spring IGCC Project. At present, interest appears highest from large industrial companies and electric utilities in Eastern Europe, South America, and India. These international opportunities would use IGCC technologies and Future Ventures' project design and integration skills similar to the work performed for the Good Spring IGCC Project. These potential international projects would differ from the Good Spring IGCC Project because the owner and operator of these projects would be immediately known. In contrast, Future Ventures developed the Good Spring IGCC Project on its own with the option of selling the fully permitted project to a third party on completion of the permitting phase of development. As such, Future Ventures anticipates earning licensing and development fees on international projects, but would not play a role in project financing, ownership structure, or operating management.

IGCC Technology License

Future Ventures has a non-exclusive right to deploy the Thermal Power Research Institute's ("TPRI") IGCC technology on a worldwide basis excluding China, and TPRI granted Future Ventures exclusive rights to deploy TPRI's gasification technology in North America, Eastern Europe, South America and the Indian Subcontinent. This technology, when combined with the anticipated lower cost from fabricating and engineering various plant components in China, may provide Future Ventures and its project partners (including utility companies) a significant cost advantage over other providers of IGCC energy solutions.

Value of the Acquisition

Based on EmberClear's assessment of the overall value of Future Ventures' tangible and intangible assets, Future Ventures' growth prospects, and the potential for Future Ventures to create value for EmberClear's shareholders, EmberClear Corp. ("New EmberClear") (which will be the company that will continue following the completion of the Arrangement) will issue an aggregate of 27,585,000 common shares ("New EmberClear Share") of New EmberClear in exchange for the outstanding units of Future Ventures. Based upon the deemed issue price of CDN$0.85 per New EmberClear Share, the consideration to be paid for the units of Future Ventures values the acquisition of Future Ventures at $23,447,250.

Approvals and Timing

EmberClear is currently preparing a management information circular and proxy statement ("Information Circular") 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 October 2010. Future Ventures will be seeking approval of the Arrangement from its unitholders ("FV Unitholders") by way of consent resolution. If EMB Securityholders and FV Unitholders approve the Arrangement, and all other conditions precedent to closing are satisfied or waived (including TSX Venture Exchange ("TSXV") and court approval), it is anticipated that the Arrangement will close as soon as practicable 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 of its existing digital video and camera systems business (the "Camera Business") 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.

TSXV Disclaimers

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 common shares of EmberClear and the New EmberClear Shares 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 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.
      All other trademarks are the property of their respective owners.
    

%SEDAR: 00021691E

SOURCE EMBERCLEAR INC.

For further information: For further information: David G. Anderson, Chief Financial Officer, Tel: 403.264.8817

Organization Profile

EMBERCLEAR INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890