CALGARY, July 6, 2015 /CNW/ - EmberClear Corp. (TSXV: EMB) ("EmberClear" or the "Company") announced today that it is in default under the trust indentures (the "Indentures") governing its 12.0% $4,542,000 senior convertible unsecured debentures originally issued in June 30, 2012 and 12% $2,300,000 convertible unsecured debentures issued in August, 2014 (the "Debentures") as a result of its failure to make the aggregate payments of $4,948,540 and $138,000 respectively.
The $4,542,000 senior convertible unsecured debentures were due on June 30, 2015 (the "Maturity Date"). The principal amount of Debentures outstanding is $4,542,000, the amount of the missed interest is $270,280, and the additional 3% interest due on maturity is $136,260. The amount of the missed interest on $2,300,000 senior convertible unsecured debentures is $138,000 that was due on June 30, 2015.
Pursuant to the terms of the Indentures, as a result of the default the trustee (the "Trustee") under the Indenture may, in its discretion, and shall, upon direction of the holders of not less than 50% of the outstanding Debentures, declare all principal and interest on the Debentures due and payable. If EmberClear fails to forthwith pay the principal and interest after such demand, the Trustee may, in its discretion, and shall upon direction of the holders of not less than 50% of the Debentures (subject to the Trustee being funded and indemnified against the costs of such), proceed to obtain or enforce such payment. The holders of not less than 50% of the Debentures may also waive the default.
At this time EmberClear has not received notice that the Trustee or holders of not less than 50% of the Debentures intend to declare all amounts owing under the Debentures due and payable or to enforce the payment of such. EmberClear has been in the process of selling assets and intends to continue those activities. In addition, the Company is reviewing other financing alternatives that will permit it to make the outstanding interest payment and remedy the default. The Company can provide no assurance that the aforementioned asset sales or other financing alternatives will be successful or available to EmberClear or if available, will be on satisfactory terms.
EmberClear is an energy developer focused on low emission commercial scale projects primarily in North America. Developing facilities using 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 develop projects that are sold to investors interested in purchasing, constructing and operating such energy projects. EmberClear is developing gas to liquids (GTL) and gas to power (NGCC) generating facilities in North America. Our NGCC Projects benefit from a favorable geographic location that offers access to abundant natural gas reserves and a power market that is served primarily by older, coal fired, electric generation facilities, expected to be phased out over time. EmberClear also holds surface and mineral rights in Schuylkill County, Pennsylvania. This property is situated in the Southern Anthracite coalfield of eastern Pennsylvania, USA. Mineral rights held by the company include Anthracite/PCI coal suitable for the steel making 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 applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target", "seek", "budget", "predict", "might" and similar words suggesting future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Our NGCC plants will have access to affordable natural gas; the high efficiency power plant will produce low cost, reliable power; and the NGCC projects have the potential to create hundreds of jobs. With respect to forward-looking statements contained in this document, we have made assumptions regarding, among other things, the following: the timing of construction; the economic impact on the region; estimates of employment opportunities; access to affordable natural gas; the economic viability and performance of the NGCC power plants; favourable market conditions for natural gas power plants; positive trends in capital markets for natural gas projects; stable investment conditions in North America. 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 EmberClear will not have the financial or other resources to co-develop the NGCC power plants; and, the possibility that EmberClear will not be able to take advantage of the market trends such as the availability and price of natural gas and electricity pricing. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in 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, CEO +1 (403) 264-8817