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THE UNITED STATES./
CALGARY, Nov. 12 /CNW/ - Alter Nrg Corp. (the "Company" or "Alter Nrg") is pleased to announce that it has entered into a subscription agreement with Coghill Capital Management, LLC., investing on behalf of its clients ("Coghill"), in respect of the issuance, on a private placement basis, of 4,405,286 units in the capital of the Company (the "Units") at a subscription price of $2.27 per Unit. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one half of one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle Coghill to purchase one Common Share at a price of $2.27 per share until December 3, 2007. Gross proceeds from the issuance of the Units will be approximately $10 million (up to approximately $15 million, if Coghill exercises the entirety of its Warrants), and will be used to fund ongoing project development, and working capital.
Upon completion of the private placement, it is anticipated that 43,398,030 Common Shares and 2,202,643 Warrants will be issued and outstanding. Coghill is at arm's length to the Company and currently holds none of the Company's issued and outstanding securities. Upon completion of the private placement, Coghill will hold 4,405,286 Common Shares and all 2,202,643 Warrants (approximately 10.2% of the issued and outstanding Common Shares on a non-diluted basis, and approximately 13.6% of the issued and outstanding Common Shares on a diluted basis).
Closing of this proposed financing is anticipated to occur on or about November 16, 2007 and will be conditional upon, among other things, the receipt of all necessary regulatory approvals (including from the TSX Venture Exchange). The Common Shares and Warrants issued pursuant to this private placement will be subject to a four month statutory hold period.
Coghill is a Chicago-based investment firm, registered with the U.S. Securities and Exchange Commission, that specializes in small cap value equity management. Coghill conducts fundamental investment research, has a long-term investment horizon, and is a value add shareholder. Coghill seeks to invest with a long-term horizon and to provide companies with the capital and time they need to realize their fair value. Coghill has generally participated in multiple financings with these companies as they have grown.
Alter Nrg is pursuing alternative energy solutions to meet the growing demand for environmentally responsible energy in world markets. The Company's vision is to become a North American leader in the development of innovative gasification projects for the commercial production of energy. The Company's objective for the next decade is to become a senior energy producer of hydrogen, syngas, and transportation fuels such as biodegradable sulfur-free diesel, ethanol, steam and electricity, all of which are fundamental products for the world's growing energy needs.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Units in any jurisdiction. The Units offered will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. person, absent registration, or an applicable exemption therefrom.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Advisory Respecting Forward-Looking Statements:
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: (i) the successful completion of the private placement, including the Company's ability to obtain all necessary approvals from applicable securities regulatory authorities, including the TSX Venture Exchange; (ii) the potential exercise of the Warrants by Coghill; and (iii) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.
The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.