TSX - NRG
OTCQX - ANRGF
CALGARY, Jan. 5, 2012 /CNW/ - Alter NRG Corp. ("Alter NRG" or the "Company") is pleased to announce that it has signed an agreement (the "Agreement") for the sale of its wholly owned subsidiary CleanEnergy Developments Corp. ("CleanEnergy") for $5 million (the "Transaction"). The $5 million price represents the approximate net book value of CleanEnergy as reported in its September 30, 2011 financial statements.
Under the terms of the Agreement, Alter NRG will sell 100% of the issued and outstanding shares of CleanEnergy for $5 million in shares of Bellair Ventures Inc. ("Bellair"). Bellair is a Canadian capital pool company and once completed, the proposed Transaction will constitute its "qualifying transaction" pursuant to the policies of the TSX Venture Exchange ("TSXV"). As a condition to closing, it is anticipated that at Bellair's request, CleanEnergy will complete a private placement for a minimum of $1 million and up to $2 million in subscription receipts of CleanEnergy at an issue price of $0.50 per subscription receipt to provide Bellair with working capital. Each subscription receipt will convert into one common share of CleanEnergy immediately prior to the closing of the transaction and will be exchanged for common shares of Bellair on a one-for-one basis. As part of the regulatory approval process, Bellair anticipates submitting a filing statement for review to the TSXV. The Agreement is also subject to certain additional conditions of closing, including no material adverse change and the receipt of any required third party approvals. The transaction is expected to be completed on or before February 28, 2012.
Alter NRG will initially be the largest shareholder of Bellair, however, it will not control the Board of Directors and will have restricted shareholder voting rights, such that Alter NRG will not have effective control of Bellair. As a result the Transaction is expected to be accounted for as a disposition of CleanEnergy by the Company.
Kevin Bolin, Executive Chairman of Alter NRG believes that "the disposition of CleanEnergy is positive for the Company as it allows management and the Board of Directors to focus solely on the Westinghouse Plasma gasification business. We still believe in the geoexchange market and our shareholders will be able to participate in the upside through ownership in shares of an entity that is solely focused on geoexchange operations."
ABOUT ALTER NRG
Alter NRG is pursuing alternative energy solutions to meet the growing demand for environmentally responsible and economically viable energy in world markets. Alter NRG's primary objective is to further commercialize the Westinghouse Plasma Gasification Technology as a platform for renewable and clean energy solutions that convert a wide variety of feedstocks into a diverse and flexible range of energy outputs, including liquid fuels like ethanol and diesel, electrical power, and syngas.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain "forward-looking information and statements" within the meaning of applicable securities laws. This forward-looking information relates to future events or Alter NRG's future performance. In particular, this news release contains forward-looking statements and information pertaining to: the expected completion of the Transaction, the completion of the financing and the issuance of subscription receipts and Bellair's "qualifying transaction" and the TSXV's approval of the same. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The outcome and timing of the proposed Transaction and financing could differ materially from those expressed in or implied by such forward-looking information and accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that Alter NRG will derive from them. Alter NRG's forward-looking information is expressly qualified in its entirety by this cautionary statement. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company 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.
For further information:
Daniel Hay, Chief Financial Officer
(403) 214-4235 [email protected]
Kevin Bolin, Executive Chairman
(678) 296-2851 [email protected]