Mr. David Anderson reports
EMBERCLEAR CORP. ANNOUNCES $8 MILLION BROKERED PRIVATE PLACEMENT AND $500,000 NON-BROKERED PRIVATE PLACEMENT
EmberClear Corp. has entered into an agreement with Wolverton Securities Ltd. pursuant to which EmberClear will offer for sale on a private
placement basis up to 889 units at a price of $9,000 per unit for aggregate gross proceeds of up to
approximately $8-million. Pursuant to the agreement, Wolverton has agreed to act as
EmberClear's agent under the brokered offering and solicit, on a
commercially reasonable efforts basis, subscriptions for the units.
Each unit will comprise $9,000 aggregate principal amount of 12-per-cent
senior convertible unsecured debentures of EmberClear and 5,000 common share purchase warrants. Each warrant will entitle the holder thereof to acquire one common
share at a price of 90 cents for a period of two years.
EmberClear also intends to complete a concurrent non-brokered private
placement of up to an additional 56 units on the same terms as the
brokered offering, for additional gross proceeds of up to approximately
$500,000.
The debentures will be senior unsecured obligations of EmberClear and
bear interest at a rate of 12 per cent per year, payable semi-annually in
arrears on June 30 and Dec. 31 of each year, commencing Dec.
31, 2012. The debentures will mature on June 30, 2014, and will be
convertible into common shares of EmberClear at any time prior thereto at the option of the holders
at a conversion price of 90 cents 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 per cent 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 offerings for general
corporate purposes. The offerings are scheduled to close on or about
May 31, 2012, and are subject to customary conditions, including the
receipt of all necessary approvals, including the approval of the TSX
Venture Exchange.
The debentures and the warrants comprising the units, and the common
shares underlying the debentures and the warrants, will be subject to a
four-month statutory hold period expiring four months and a day from
the closing date of the offerings.
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 and in such other jurisdictions and pursuant to
such other prospectus exemptions as Wolverton and EmberClear may agree
to.
We seek Safe Harbor.
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