Alter NRG Corp.
TSX : NRG
OTCQX : ANRGF

Alter NRG Corp.

June 13, 2012 13:17 ET

Alter NRG Revises Certain Disclosure Respecting Its Stock Option Plan

CALGARY, ALBERTA--(Marketwire - June 13, 2012) - Pursuant to the policies of the Toronto Stock Exchange (the "TSX"), Alter NRG Corp. ("Alter" or the "Corporation") (TSX:NRG) (OTCQX:ANRGF) wishes to revise certain disclosure with respect to its stock option plan ("Stock Option Plan") contained in its information circular ("Information Circular") dated May 16, 2012. Further to the Information Circular, the Corporation's annual and special meeting of shareholders will be held on June 15, 2012 (the "Meeting").

The Corporation previously received approval for the Stock Option Plan at its annual and special general meeting held on June 17, 2011, however the TSX did not review or approve the Stock Option Plan at that time. In accordance with the conditional approval provided by the TSX, at the Meeting, the resolution respecting the Stock Option Plan will be amended to be an ordinary resolution approving all unallocated stock options under the Stock Option Plan for the following year, up to and including June 15, 2013. If approval is not obtained at the Meeting, stock options which are outstanding as of June 17, 2012 will be unaffected; however, stock options which have not been allocated as of June 17, 2012 and options which are outstanding as of June 17, 2012 and which are subsequently cancelled, terminated or exercised, will not be available for a new grant of options under the Stock Option Plan. If approval is obtained at the Meeting, the Corporation will be required to seek similar approval for the grant of unallocated stock options under the Stock Option Plan on or before June 15, 2013.

The Corporation wishes to properly reflect the terms by which the exercise price of stock options granted under the Stock Option Plan is determined. The exercise price of stock options must not be lower than the volume weighted average trading price of the common shares of the Corporation on the TSX for the five consecutive trading days preceding the date on which the granting of a stock option is approved by the board of directors of the Corporation (the "Board").

Further, the Corporation would like to expand on the terms by which the Stock Option Plan may be amended. The Board may amend, suspend or discontinue the Stock Option Plan or amend stock options granted under the Stock Option Plan at any time without shareholder approval; provided, however, the approval by a majority of votes cast at a meeting of shareholders of the Corporation must be obtained for any amendment which: (a) increases the number of common shares issuable pursuant to the Stock Option Plan; (b) reduces the exercise price of an outstanding stock option; (c) extends the term of any stock option granted beyond the expiration date of the stock option; (d) amends the Stock Option Plan to allow for a maximum term of a stock option to be greater than ten years; (e) amends the Stock Option Plan to allow for the assignability of stock options beyond what is currently contemplated; (f) amends the Stock Option Plan to add to the categories of participants who are designated for participation in the Stock Option Plan; and (g) amends the Stock Option Plan to provide for other types of compensation through equity issuance(s). The consent of any stock option holder under the Stock Option Plan must also be obtained for any amendment which alters or impairs a stock option that was previously granted to that stock option holder under the Stock Option Plan.

Finally, in addition to disclosure found in the Information Circular regarding the issuance of stock options to insiders of the Corporation, the Stock Option Plan limits the number of common shares that may be issued to all insiders under the Stock Option Plan and any other security based compensation arrangement of the Corporation within a one year period to ten percent of the common shares outstanding at the time of the issuance (on a non-diluted basis), excluding common shares issued under the Stock Option Plan or any other security based compensation arrangement. In addition, the number of common shares which may be issued to any one insider under the Stock Option Plan or any other security based compensation arrangement within a one year period is limited to five percent of the common shares outstanding at the time of issuance (on a non-diluted basis), excluding common shares issued to such insider under the Stock Option Plan and any other security based compensation arrangement over the preceding one year period.

Currently, there are 5,437,900 stock options of the Corporation which are issued and outstanding. As at June 15, 2012, Alter will be able to issue a further 778,653 stock options, representing approximately 1.25% of the Corporation's issued and outstanding common shares.

ABOUT ALTER NRG CORP.

Alter provides alternative energy solutions to meet the growing demand for environmentally responsible and economically viable energy in world markets. Alter's primary objective is to further commercialize the Westinghouse Plasma Gasification Technology, through its wholly owned subsidiary, to provide renewable and clean energy solutions from a wide variety of feedstocks, and the syngas created can provide a wide variety of energy outputs - including liquid fuels like ethanol and diesel, electrical power, heat, steam, or replacing fuel oil.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

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