NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
CALGARY, Dec. 20 /CNW/ - EmberClear Corp. ("New EmberClear") and EmberClear Inc. (TSXV: EMB) ("Old EmberClear") are pleased to announce that New EmberClear has entered into an agreement with NCP Northland Capital Partners Inc. ("NCP") pursuant to which NCP, on its own behalf and on behalf of a syndicate of Canadian investment dealers that may be formed in connection with the offering, has agreed to purchase, as underwriter, 5,714,286 common shares of New EmberClear ("New EmberClear Shares") on an underwritten private placement basis at a price of $1.40 per share to raise gross proceeds of approximately $8 million.
NCP will have the option, exercisable prior to the closing of the offering, to purchase up to an additional 857,143 New EmberClear Shares at the issue price under the offering. If the option is exercised in full, the gross proceeds of the offering will be approximately $9.2 million.
The net proceeds of the offering will be used by New EmberClear to expand its coal assets, to fund the continued development of its proposed 270 Megawatt electricity generation project in northeastern Pennsylvania using gasification technology, and for general working capital purposes.
The offering is scheduled to close on or about January 14, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.
As announced earlier today, New EmberClear completed its acquisition of Old EmberClear and Future Ventures LLC pursuant to a plan of arrangement (the "Arrangement") on December 17, 2010. Final TSX Venture Exchange ("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 common shares of Old EmberClear will be delisted from the TSXV, and that 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 this week. The New EmberClear Shares will trade under the symbol "EMB".
The securities described herein have not been registered under the U.S. Securities Act of 1933, 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.
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: all of the terms of the private placement, including the proposed closing date thereof and the proposed use of proceeds; 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, including the following: that we will be able to satisfy the conditions precedent to closing the financing, including the receipt of TSXV approval; and that we will be able to satisfy the TSXV's requirements in respect of its final approval of the Arrangement and the listing of the New EmberClear Shares. 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 financing may not be satisfied on a timely basis or at all; the possibility that NCP may exercise one or more of its termination rights; and the possibility that New EmberClear will fail to obtain final TSXV approval of the Arrangement and the listing of the New EmberClear Shares on the TSXV 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.
© 2010 EmberClear Corp. All rights reserved.
All other trademarks are the property of their respective owners.
SOURCE EMBERCLEAR INC.
For further information: For further information:
David G. Anderson
Chief Financial Officer