Alberta-based EmberClear Corp. announced July 8 that the Court of Queen’s Bench of Alberta has approved a proposal under the Bankruptcy and Insolvency Act that allows the company to wind up its operations and transfer assets to Houston-based Ember Partners LP, an entity organized by EmberClear’s current management.
All creditors will, within 60 days, receive either cash or a note payable, if duly elected, in the amount set out in the proposal.
EmberClear’s shares were listed on the TSX Venture Exchange (TSXV: EMB) since December 2010. In June 2015, the company defaulted on its C$6,842,000 senior convertible unsecured debentures and failed to file financial statements with the applicable securities regulatory authorities, and its shares were subsequently delisted in 2015.
“Filing the Proposal was a very difficult step but ultimately it was done with the creditors in mind. The plan will allow the Company’s business to continue to operate under the leadership of Ember Partners, while retaining our integral employees and contracts,” said David Anderson, CEO of the company. After the transition, Anderson will continue to manage Ember Partners as its Managing Director.
Ember Partners is an energy developer focused on low emission commercial scale projects primarily in North America. Ember Partners is developing gas to liquids (GTL) and gas to power (NGCC) generating facilities in North America. Its 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 facilities expected to be phased out over time. Ember Partners also holds surface and mineral rights in Schuylkill County, Pennsylvania.
EmberClear had originally secured anthracite coal reserves in Schuylkill County as fuel for a planned power plant in that area, but those plans lapsed and a natural gas-fired power project has been pursued since then in its place.
Said a May 2015 quarterly financial report, the last such report filed by EmberClear with Canadian regulators: “On December 8, 2010, EmberClear received all the necessary permits for the development and construction of a natural gas combined cycle (‘NGCC’) electricity power plant capable of generating up to 270 Megawatts (‘MW’). On May 17, 2012, the Company applied and obtained the necessary permits to increase the output to 337 MW and on November 13, 2012, EmberClear filed key documents with regulators and regional transmission operators for a second 337 MW natural gas fired electricity power plant in Schuylkill County, Pennsylvania. These projects are collectively referred to herein as the Good Spring Power projects.
“It is anticipated that the Good Spring Power projects will serve the largest electricity power market in the United States, including metropolitan markets such as Philadelphia and Harrisburg. EmberClear owns a 560 acre property and a tract of 83 acres of that land has been allocated for these projects. Power grid infrastructure is well developed near the property and a complete analysis for transportation of the plants’ electricity within the Pennsylvania–New Jersey–Maryland power grid (the ‘PJM Grid’) was completed.
“On January 13, 2014, members of the board of directors (the ‘Board’) resolved to dispose of the Good Spring Power projects through an outright sale of the project entities. On March 11, 2014, the Company signed a Membership Interest Purchase Agreement (the ‘Agreement’) and disposed 50% of its membership interest in Future Power PA LLC (‘FPPLLC’ or ‘Good Spring Power Project 1’) and the EmberClear Power PA LLC (‘EPPLLC’ or ‘Good Spring Power Project 2’) to Tyr Energy Inc., based in Overland Park, Kansas, United States. The Company received a reimbursement of approximately 50% of its development costs leading up to the transfer of the projects assets and the land.
“Subsequent to the transaction, it is expected that both EmberClear and Tyr will jointly develop the Good Spring Projects so that construction on the first Good Spring Project 1 can commence. Construction is expected to commence within 18 months from the initial close in March 2015. Tyr Energy has the option of acquiring the remaining 50% of the Good Spring Power projects at the predetermined conditions set forth in the agreement. No timetable for the construction of Good Spring Power Project 2 has been set.
“EmberClear intends to pursue other clean technology energy power development projects in the United States. Management believes the facility-ready zoning, local geology, economy, labour force, widely available fuel feedstock, aging incumbent coal-fired power plants, and lack of clean energy alternatives make the northeastern Pennsylvania region suitable for the sequential development of additional projects. The Company is also planning to develop natural gas to liquids plants in the Mississippi and the East coast. The Company is currently conducting technical studies to obtain permits at these potential project sites.
“EmberClear also holds surface and mineral rights in Schuylkill County, Pennsylvania. This property lies in the Southern Anthracite field of northeastern Pennsylvania and EmberClear’s 2012 drilling program indicated that there are approximately 100–216 million potential tons of anthracite coal on the Good Spring Property. Coal quality ranges are representative of the historical quality of anthracite coal in this region. Market interest for such an asset is highly dependent on the outlook for steel production.”