Cirque Energy, Inc. (OTCPK:EWRL) announced that it has entered into securities purchase agreement for private placement of up 25,000 shares of class D convertible preferred stock at $10 per share for gross proceeds of $250,000 on February 17, 2015. The holders of class D preferred shares are entitled to receive fixed annual dividend at the rate of 8% per annum payable quarterly on each of March 31, June 30, September 30, and December 31. Each of the class D shares may be converted by the holder at a 50% discount to the calculated average closing price of the common share. The shares have a variable conversion price. The company will issue securities pursuant to exemption provided under Regulation D. The company will not pay any fees, commissions or other similar compensation to any broker, finder, investment banker, financial advisor or other similar person in connection with the transaction.

On same date, the company has issued 11,000 shares of class D convertible preferred stock for gross proceeds of $110,000 in the first tranche. The tranche included participation from four accredited investors. The shares of preferred stock issued are convertible into 11,363,636 shares of the common stock of the company, at the option of the holder.