/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
CALGARY, Aug. 22, 2012 /CNW/ - EmberClear Corp. (TSXV: EMB) ("EmberClear") is pleased to announce that pursuant to its previously announced brokered private placement of units (the "Brokered Offering"), it has closed a second tranche of 91 units ("Units") for aggregate gross proceeds of $819,000. Each Unit is comprised of $9,000 aggregate principal amount of 12% senior convertible unsecured debentures ("Debentures") of EmberClear and 5,000 common share purchase warrants ("Warrants"). Wolverton Securities Ltd. ("Wolverton") acted as agent in respect of the Brokered Offering.
EmberClear also completed the sale of an additional four Units on a non-brokered private placement basis for additional gross proceeds of $36,000 (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offerings").
A total of 95 Units (comprised of a total of $855,000 principal amount of Debentures and 475,000 Warrants) were issued pursuant to the Offerings for total gross proceeds of $855,000.
The Debentures are 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 mature on June 30, 2014 and are convertible into common shares ("Common Shares") of EmberClear at any time prior thereto at the option of the holders at a conversion price of $0.75 per share. The Debentures are 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. Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.75 for a period of two years from the date of issuance.
EmberClear intends to use the net proceeds of the private placements for general corporate purposes.
As consideration for services rendered in connection with the Brokered Offering, EmberClear also granted to Wolverton and certain sub-agents options to acquire an aggregate of seven Units on the same terms as the Brokered Offering and a cash commission equal to 8% of the gross proceeds of the Brokered Offering.
The Debentures and the Warrants comprising the Units, and the Common Shares underlying the Debentures and the Warrants, are subject to a four month statutory hold period expiring December 23, 2012.
The securities described herein have not been registered under the United States 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 the proposed use of proceeds of the Offerings. 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. The intended use of the proceeds of the Offerings by EmberClear might change if the board of directors of EmberClear determines that it would be in the best interests of EmberClear to deploy the proceeds for some other purpose. 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.
All other trademarks are the property of their respective owners.
SOURCE: EmberClear Corp.
For further information:
David G. Anderson
Chief Financial Officer