EmberClear Corp. Announces $8 Million Brokered Private Placement and $500,000 Non-Brokered Private Placement

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CALGARY, May 8, 2012 /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 up to 889 units ("Units") at a price of $9,000 per Unit for aggregate gross proceeds of up to approximately $8 million (the "Brokered Offering").  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 be comprised of $9,000 aggregate principal amount of 12% senior convertible unsecured debentures ("Debentures") of EmberClear and 5,000 common share purchase warrants ("Warrants"). Each Warrant will entitle the holder thereof to acquire one common share ("Common Share") at a price of $0.90 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 (together with the Brokered Offering, the "Offerings").

The Debentures will be 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 will mature on June 30, 2014 and will be convertible into common shares ("Common Shares") of EmberClear at any time prior thereto at the option of the holders at a conversion price of $0.90 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% 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 "TSXV").

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.  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.

About EmberClear

EmberClear is an advanced energy development company focused on low emission energy projects around the world. EmberClear aims to accelerate the adoption of technologies enabling improvements in the efficiency and cleanliness of fossil fuel consumption. This objective is partially enabled through a license to thermal chemistry technologies developed, over the last two decades, by the 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 and is a small portion of the Valley and Ridge physiographic province of the Appalachian Highlands. 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, without limitation, the terms of the Offerings, 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 Offerings, 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 Offerings 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 Brokered Offering.  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.