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CALGARY, July 7, 2014 /CNW/ - EmberClear Corp. (TSXV: EMB) ("EmberClear") is pleased to announce that it has entered into an agreement (the "Agreement") with Wolverton Securities Ltd. ("Wolverton") pursuant to which EmberClear will offer for sale on a private placement basis 2,000 units ("Units") at a price of $1,000 per Unit for aggregate gross proceeds of $2 million (the "Private Placement"). Pursuant to the Agreement, Wolverton has agreed to act as EmberClear's agent under the Private Placement and solicit, on a "commercially reasonable efforts" basis, subscriptions for the Units. Each Unit will be comprised of $1,000 aggregate principal amount of 12% unsecured debentures ("Debentures") of EmberClear and 1,000 common share purchase warrants ("Warrants"). Each Warrant will entitle the holder thereof to acquire one common share ("Common Share") at a price of $0.20 for a period of three years from the closing date of the Private Placement.
The Debentures will be junior in right of repayment to the existing 12% senior unsecured convertible debentures of EmberClear, but senior to all other indebtedness of EmberClear. The Debentures will bear interest at a rate of 12% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2014, and will mature 18 months from the date of closing of the Private Placement. The Debentures will also be redeemable by EmberClear, in whole or in part, from time to time, on not more than 60 days and not less than 15 days prior notice at a redemption price equal to 103% of their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption.
EmberClear intends to use the net proceeds of the Private Placement for general corporate purposes. The Private Placement is scheduled to close on or about July 30, 2014 and is subject to customary conditions, including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the "TSXV").
The Debentures and the Warrants comprising the Units, and the Common Shares underlying the Warrants, will be subject to a four month statutory hold period expiring four months and a day from the closing date of the Private Placement.
EmberClear has also granted Wolverton an option to solicit subscriptions for up to an additional 15% of the number of Units sold pursuant to the Private Placement.
In consideration for acting as agent under the Private Placement, EmberClear has agreed to pay Wolverton a corporate finance fee, a marketing commission equal to 6% of the gross proceeds raised under the Private Placement, and to issue to Wolverton a non-transferrable broker warrant entitling it to acquire up to 1,000,0000 Common Shares at a price of $0.20 per share for a period of three years from the closing date of the Private Placement.
The Units will be offered for sale by way of private placement to accredited investors under applicable securities laws in each of the Provinces of Canada (other than Quebec) and in such other jurisdictions and pursuant to such other prospectus exemptions as Wolverton and EmberClear may agree to. The securities described herein have not been registered under the U.S. Securities Act of 1933 (the "Act"), as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
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 terms of the Private Placement, including the proposed closing date thereof and the proposed use of proceeds. With respect to forward-looking statements contained in this document, we have made various assumptions, including that we will be able to satisfy the conditions precedent to closing the Private Placement, including the receipt of TSXV approval. 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 following: the possibility that the conditions precedent to closing the Private Placement may not be satisfied on a timely basis or at all; and the possibility that Wolverton may exercise one or more of its termination rights in respect of the Private Placement. 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.
SOURCE: EmberClear Corp.
For further information:
David G. Anderson
Chief Executive Officer