Claren Energy Corp. Announces Terms Of Private Placement - Seite 2

The gross proceeds of the Offering, less 50% of the Agents’ cash commission (as described below) and certain expenses of the Agents, will be deposited in escrow on closing of the Offering until the satisfaction of certain release conditions, including that all conditions precedent to the Proposed Transaction have been met (the “Escrow Release Conditions”).

In the event that the Release Conditions have not been satisfied prior to 180 days following the closing of the Offering, or the Company advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions or that the Proposed Transaction has been terminated, the aggregate issue price of the Finco Subscription Receipts (plus any interest earned thereon) shall be returned to the applicable holders of the Finco Subscription Receipts, and such Finco Subscription Receipts shall be automatically cancelled and be of no further force and effect.

In connection with the Offering, the Agent will be entitled to receive a cash fee equal to 7% of the aggregate gross proceeds of the Offering (the “Cash Commission”) (provided that the Cash Commission for subscribers on the president’s list will be 3.5%), and such number of compensation warrants (the “Agent’s Warrants”) equal to 7% of the number of Finco Subscription Receipts issued in connection with the Concurrent Financing (provided that the number of Agent’s Warrants issued to subscribers on the president’s list will be equal to 3.5% of the number of Finco Subscription Receipts issued). Each Agent’s Warrant will be exercisable for one (1) Finco Unit at an exercise price of $0.50 per Finco Unit for a period of 24 months following the date the Release Conditions are satisfied. Upon the completion of the Proposed Transaction, each Agent’s Warrant will be exchanged for one (1) post-consolidation agent’s warrant of the Company and be on the same terms as the Agent’s Warrants.

The Finco Subscription Receipts will be offered in all provinces of Canada and such other jurisdictions as Claren and the Lead Agent may agree where the Offering can be offered and sold without the requirement to file a prospectus or similar document.

The proceeds of the Offering will be used towards further product development, to grow the revenue of RX Live and for working capital purposes over the next twelve months.

This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities being offered under the Concurrent Offering have not been, and will not be registered, under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to any person in the United States or to U.S. persons unless registered under the 1933 Act and any applicable state securities laws, or exemption from such registration requirements is available.