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 draw down.

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 regulatory approvals.

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, and the full text of the order for exemptive relief, a copy of which may be retrieved from the Alberta Securities Commission website at


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 jurisdiction.

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 at

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

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

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