CALGARY, ALBERTA–(Marketwired – Aug. 6, 2014) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
EmberClear Corp. (TSX VENTURE:EMB) (“EmberClear“) is pleased to announce that pursuant to its previously announced brokered private placement of units (the “Offering“), it has closed an initial tranche of 2,000 units (“Units“) for aggregate gross proceeds of $2,000,000. Each Unit is comprised of $1,000 aggregate principal amount of 12% unsecured debentures (“Debentures“) of EmberClear and 1,000 common share purchase warrants (“Warrants“). Wolverton Securities Ltd. (“Wolverton“) acted as agent in respect of the Offering.
The Debentures are 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 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 Offering. 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. Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.20 for a period of three years from the date of issuance.
EmberClear intends to use the net proceeds of the Offering for general corporate purposes.
As consideration for services rendered in connection with the Offering, EmberClear also granted to Wolverton 1,000,000 Warrants and a cash commission equal to 6% of the gross proceeds of the Offering.
The Debentures and the Warrants comprising the Units, and the Common Shares underlying the Warrants, are subject to a four month statutory hold period expiring December 7, 2014.
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.
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 Offering. 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 Offering 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.
David G. Anderson
Chief Executive Officer
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