EmberClear Corp. Announces Closing of Initial Tranche of Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES.


EmberClear Corp. (TSX VENTURE:EMB) ("EmberClear") is pleased to announce that
pursuant to its previously announced brokered private placement of units (the
"Brokered Offering"), it has closed an initial tranche of 362 units ("Units")
for aggregate gross proceeds of $3,258,000. Each Unit is comprised of $9,000
aggregate principal amount of 12% senior convertible unsecured debentures
("Debentures") of EmberClear and 5,000 common share purchase warrants
("Warrants"). Wolverton Securities Ltd. ("Wolverton") acted as agent in respect
of the Brokered Offering.


EmberClear also completed the sale of an additional 47.6666 Units on a
non-brokered private placement basis for additional gross proceeds of $429,000
(the "Non-Brokered Offering", and together with the Brokered Offering, the
"Offerings").


A total of approximately 409.6666 Units (comprised of a total of $3,687,000
principal amount of Debentures and 2,048,332 Warrants) were issued pursuant to
the Offerings for total gross proceeds of $3,687,000.


The Debentures are 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 mature on
June 30, 2014 and are convertible into common shares ("Common Shares") of
EmberClear at any time prior thereto at the option of the holders at a
conversion price of $0.75 per share. The Debentures are 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. Each Warrant entitles the holder thereof to acquire
one Common Share at a price of $0.75 for a period of two years from the date of
issuance.


EmberClear intends to use the net proceeds of the private placements for general
corporate purposes.


As consideration for services rendered in connection with the Brokered Offering,
EmberClear also granted to Wolverton and certain sub-agents options to acquire
an aggregate of 29 Units on the same terms as the Brokered Offering and a cash
commission equal to 8% of the gross proceeds of the Brokered Offering.


The Debentures and the Warrants comprising the Units, and the Common Shares
underlying the Debentures and the Warrants, are subject to a four month
statutory hold period expiring October 27, 2012.


The securities described herein have not been registered under the United States
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 energy developer focused on low emission commercial scale
projects around the world. Developing facilities using coal or 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 leverage our other assets including a license on IP, control
systems, and equipment procurement from 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. Mineral rights held by the company include
Anthracite/PCI coal suitable for the metallurgical 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 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 the proposed use of proceeds of the
private placements and the anticipated occurrence of additional closings.
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. The intended
use of the proceeds of the private placements by EmberClear might change if the
board of directors of EmberClear determines that it would be in the best
interests of EmberClear to deploy the proceeds for some other purpose. 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.


(C) 2012 EmberClear Corp. All rights reserved. All other trademarks are the
property of their respective owners.
EmberClear Corp. (TSXV:EMB)
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