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 approval.

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% discount.

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 at

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 jurisdiction.

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 education.

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 news release.

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 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 

Daniel Hay, Chief Financial Officer
(403) 214-4235 

Profil de l'entreprise

Alter NRG Corp.

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