Alter NRG announces closing of $10 million financing with strategic investors
CALGARY, Nov. 2, 2012 /CNW/ - (TSX: NRG; OTCQX: ANRGF) Alter NRG Corp. ("Alter NRG" or the "Company") announces that it has agreed, subject to Toronto Stock Exchange (the "TSX") and other approvals, to issue 30,769,230 common shares at a price of $0.325 per common share for total gross proceeds of approximately $10 million to three new strategic investors (the "Financing").
Following completion of the Financing, it is expected that Ervington Investments Limited ("Ervington") will own approximately 18.2% of the Company's issued and outstanding common shares, and the other two investors, Ms. Zara Shvidler and Eturab Trade Corp. will own approximately 9.1% and 3.0%, respectively. Ervington, whose ultimate beneficial owner is Roman Abramovich, has a complementary investment in the waste to energy sector in a fuel cell development company, which when combined with plasma gasification is expected to significantly improve the overall efficiency of waste to energy facilities.
Mr. Howard, CEO of Alter NRG states that "I am delighted to have Ervington as a strategic shareholder. Mr. Abramovich's connections and business network will expand our market reach and his desire to invest in certain projects provides much needed capital to the industry to fuel its growth. I am looking forward to working closely with his team to continue to advance more energy efficient waste to energy solutions."
Proceeds from the Financing are being held in escrow pending satisfaction of certain release conditions including, among other things, the Company obtaining all required regulatory approvals, including the TSX's approval of the Financing, the satisfaction of any conditions imposed by the TSX on the Financing and the TSX's approving the grant by Alter NRG to Ervington of the right to nominate and have appointed two directors to the board of Alter NRG at closing of the Financing and the right to nominate two directors so long as it continues to hold at least 10% of the Company's issued and outstanding common shares. No common shares will be issued from treasury until proceeds from the Financing are released from escrow.
Ervington has informed the Company that it intends to nominate Mr. Eugene Tenenbaum and Mr. Paul Heagren, who are both long standing employees of Mr. Abramovich, to Alter NRG's board of directors. Mr. Tenenbaum and Mr. Heagren are expected to be appointed to the Company's board upon closing of the Financing.
The funds raised will strengthen the Alter NRG balance sheet to execute its long-term business strategy and to fund market expansion opportunities for the Westinghouse Plasma Gasification solution.
Pursuant to the terms of the Financing, Ervington, Ms. Zara Shvidler and Eturab Trade Corp. have agreed that for a period of one year from the date the Financing is completed they will not assign, transfer or otherwise encumber or deal with the common shares they acquire pursuant to the Private Placement. Ervington, Ms. Zara Shvidler and Eturab Trade Corp. have also agreed that for a period of 12 months they will not solicit proxies for any purpose or otherwise act to seek control or influence in any manner the management, board of directors or policies of Alter NRG.
An application has been filed with the TSX for conditional approval of the Financing. Such approval, if granted, may require the Company to obtain shareholder approval for the Financing. In the event that the Financing has not closed by 5:00 p.m. (Calgary time) on January 31, 2013 Alter NRG, Ervington, Ms. Zara Shvidler and Eturab Trade Corp. have the right to terminate their obligations in connection with the Financing.
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