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CALGARY, June 13, 2012 /CNW/ - EmberClear Corp. (TSXV: EMB) ("EmberClear") announces that, further to its previously announced brokered private placement (the "Brokered Offering") of up to 889 units ("Units") at a price of $9,000 per Unit, EmberClear and Wolverton Securities Ltd. ("Wolverton") have agreed to amend the conversion and exercise prices of the 12% senior convertible unsecured debentures ("Debentures") and common share purchase warrants ("Warrants") of EmberClear comprising the Units to be issued pursuant to the Brokered Offering. The Debentures will now be convertible into common shares ("Common Shares") of EmberClear at a conversion price of $0.75 per share (rather than $0.90 per share) and each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.75 per share (rather than $0.90 per share) for a period of two years. The terms of the Brokered Offering otherwise remain unchanged, with each Unit being comprised of $9,000 aggregate principal amount of Debentures and 5,000 Warrants.
The foregoing amendment to the conversion and exercise prices of the Debentures and the Warrants will also apply to EmberClear's concurrent non-brokered private placement of up to an additional 56 Units on the same terms as the Brokered Offering (together with the Brokered Offering, the "Offerings").
The Debentures will be senior unsecured obligations of EmberClear and 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, 2012. The Debentures will mature on June 30, 2014 and will be convertible into Common Shares at any time prior thereto at the option of the holders at a conversion price of $0.75 per share. The Debentures will 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.
There may be one or more closings of the Offerings, with the initial closing expected to occur in the last half of June 2012. Closing of the Offerings is subject to customary conditions, including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Units are being offered for sale by way of private placement to accredited investors under applicable securities laws in each of the Provinces of Canada 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.
EmberClear is an energy developer focused on low emission commercial scale projects around the world. Developing facilities using coal or natural gas as inputs to create electricity or transportation fuels characterizes our plants. We utilize our proven expertise in permitting, site-control, and engineering feasibility to leverage our other assets including a license on IP, control systems, and equipment procurement from Huaneng Clean Energy Research Institute (HCERI, a subsidiary of the world's largest power company, Huaneng Power Group of China). EmberClear also holds surface and mineral rights in Schuylkill County, Pennsylvania. This property lies in the Southern Anthracite coalfield of eastern Pennsylvania, USA. Mineral rights held by the company include Anthracite/PCI coal suitable for the metallurgical industry. EmberClear's shares are listed on the TSX Venture Exchange under the trading symbol "EMB". For more information, please visit www.emberclear.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 terms of the Offerings, including the proposed closing date thereof. 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 Offerings, including the receipt of stock exchange 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 Offerings 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 Brokered Offering. 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.
© 2012 EmberClear Corp. All rights reserved.
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For further information:
David G. Anderson
Chief Financial Officer