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CALGARY,
July 7, 2014 /CNW/ - EmberClear Corp.
(TSXV: EMB) ("EmberClear") is pleased to announce that it
has entered into an agreement (the "Agreement") with
Wolverton Securities Ltd. ("Wolverton") pursuant to which
EmberClear will offer for sale on a private placement basis 2,000
units ("Units") at a price of $1,000 per Unit for aggregate gross proceeds of
$2 million (the "Private
Placement"). Pursuant to the Agreement, Wolverton has
agreed to act as EmberClear's agent under the Private Placement and
solicit, on a "commercially reasonable efforts" basis,
subscriptions for the Units. Each Unit will be comprised of
$1,000 aggregate principal amount of
12% unsecured debentures ("Debentures") of EmberClear and
1,000 common share purchase warrants ("Warrants"). Each
Warrant will entitle the holder thereof to acquire one common share
("Common Share") at a price of $0.20 for a period of three years from the
closing date of the Private Placement.
The Debentures will be 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 will 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 Private Placement. 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.
EmberClear intends to use the net proceeds of
the Private Placement for general corporate purposes. The Private
Placement is scheduled to close on or about July 30, 2014 and is subject to customary
conditions, including the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange (the
"TSXV").
The Debentures and the Warrants comprising the
Units, and the Common Shares underlying the Warrants, will be
subject to a four month statutory hold period expiring four months
and a day from the closing date of the Private Placement.
EmberClear has also granted Wolverton an option
to solicit subscriptions for up to an additional 15% of the number
of Units sold pursuant to the Private Placement.
In consideration for acting as agent under the
Private Placement, EmberClear has agreed to pay Wolverton a
corporate finance fee, a marketing commission equal to 6% of the
gross proceeds raised under the Private Placement, and to issue to
Wolverton a non-transferrable broker warrant entitling it to
acquire up to 1,000,0000 Common Shares at a price of $0.20 per share for a period of three years from
the closing date of the Private Placement.
The Units will be offered for sale by way of
private placement to accredited investors under applicable
securities laws in each of the Provinces of Canada (other than Quebec) 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.
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 Private
Placement, including the proposed closing date thereof and the
proposed use of proceeds. 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 Private Placement, including
the receipt of TSXV 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
Private Placement 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 Private Placement.
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.
SOURCE EmberClear Corp.
