CALGARY, Dec. 20 /CNW/ - EmberClear Corp. ("New EmberClear") and EmberClear Inc. (TSXV: EMB) ("Old EmberClear") are pleased to announce that New EmberClear's acquisition of Old EmberClear and Future Ventures LLC ("Future Ventures") pursuant to a plan of arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) was completed on December 17, 2010. Pursuant to the Arrangement, among other things, New EmberClear (then a wholly-owned subsidiary of Old EmberClear) acquired all of the issued and outstanding common shares ("Old EmberClear Shares") of Old EmberClear and all of the issued and outstanding common units ("FV Units") of Future Ventures in exchange for common shares ("New EmberClear Shares") of New EmberClear on the basis of one (1) New EmberClear Share for each one (1) Old EmberClear Share and three (3) New EmberClear Shares for each one (1) FV Unit. As a result, there are an aggregate of 65,309,531 New EmberClear Shares issued and outstanding, of which former holders of Old EmberClear Shares hold approximately 57.7% and former holders of FV Units hold approximately 42.3%.
"Tremendous efforts were made to ensure this new company could realize positive financial prospects stemming from this decision," stated CEO Albert Lin. "We thank the shareholders for their support by the greater than 99% affirmative votes on this matter and look forward to an exciting and prosperous future."
TSX Venture Exchange Acceptance and Listing
Final TSXV acceptance of the Arrangement and issuance of the Final Bulletin is expected upon the submission of final documentation in a form acceptable to the TSXV. It is anticipated that the Old EmberClear Shares will be delisted from the TSXV, and the New EmberClear Shares will be listed on the TSXV, at the opening of trading on the day that is one trading day following the date of the Final Bulletin, which New EmberClear anticipates will be issued during the week of December 20. The New EmberClear Shares will trade under the symbol "EMB".
Board of Directors and Management
In connection with completion of the Arrangement, Rajesh Suri, the President and Chief Executive Officer of Future Ventures, was appointed to the board of directors of New EmberClear, which is otherwise comprised of the same members as Old EmberClear's board of directors. In addition, Mr. Suri was appointed President of New EmberClear and Nick Cohen, the Chief Operating Officer of Future Ventures, was appointed Chief Operating Officer, Head of Regulatory Affairs of New EmberClear.
New EmberClear's Business
New EmberClear is a clean energy technology company developing energy projects around the world. New EmberClear develops advanced carbon based gasification projects using various technologies in thermal chemistry acquired through exclusive and non-exclusive licenses. New EmberClear also holds options to lease land, options to access coal reserves, technology licenses and other project related assets. For more information please visit www.emberclear.com.
For further information in respect of New EmberClear and its business, see Old EmberClear's information circular and proxy statement dated November 19, 2010, a copy of which can be found on SEDAR at www.sedar.com.
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: the anticipated timing of the release of the New EmberClear Shares held in escrow; the expected receipt of final TSXV approval of the Arrangement and issuance of the Final Bulletin; and the anticipated timing of delisting of the Old EmberClear Shares and the listing of the New EmberClear Shares on the TSXV. 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 final TSXV approval on a timely basis or 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.
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Chief Financial Officer