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.
About EmberClear
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.
