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or Name
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Westbridge Energy Corp
Symbol WEB
Shares Issued 84,479,253
Close 2013-12-16 C$ 0.055
Market Cap C$ 4,646,359
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Westbridge Energy amends Black Pearl purchase deal

2013-12-18 08:58 ET - News Release

Mr. Tosan Omatsola reports

WESTBRIDGE CLOSES FINANCING AND AMENDS LETTER OF INTENT WITH BLACK PEARL HOLDINGS, LLC

Westbridge Energy Corp. has closed an initial $2,069,570 tranche of its non-brokered private placement financing of up to 50 million subscription receipts at a price of six cents per subscription receipt for gross proceeds of up to $3.0-million and amended the terms of its letter of intent with Black Pearl Holdings LLC to reduce the financing threshold to $2.0-million from $2.5-million.

Amendment of LOI and transaction closing

Due to the closing of this initial financing and amendment of the LOI, Westbridge is able to move forward with closing its purchase of interests from Black Pearl as announced on Oct. 22, 2013. Westbridge and Black Pearl have made substantial progress toward closing this transaction and intend to sign a definitive agreement in the coming days. The definitive agreement will include standard provisions for the purchase of interests in the Bivens field project, Wharton county field project and Lavaca county project. Once this transaction has closed, Westbridge and Black Pearl will move forward with the structuring and determining the timing of the proposed merger between the companies, as defined in the merger option agreement announced on Nov. 27, 2013.

Financing update

As per the terms of the private placement announced on Nov. 5 and Nov. 27, 2013, gross proceeds of $2,069,570 were raised by Westbridge issuing a total of 34,492,833 subscription receipts. These funds will be held in escrow pending closing of the definitive agreement. These funds will then be utilized to launch the initial work programs at Bivens in Louisiana and Wharton in Texas. These initial work programs include financing 56.45 per cent of two-well workovers at Bivens in exchange for a 31.0-per-cent working interest and financing 75.0 per cent of a development well at Wharton in exchange for a 37.5-per-cent working interest. This initial program is anticipated to generate an amount of cash flow more than sufficient to sustain the working capital requirements of Westbridge going forward.

Upon closing of the transaction with Black Pearl, each subscription receipt will be automatically convertible, for no additional consideration, into one unit of the company, with each unit consisting of one common share and one common share purchase warrant entitling the holder thereof to purchase one additional common share of the company at a price of nine cents for a period of 24 months. The warrants will also be subject to an acceleration provision whereby if at any time after four months and one day from the closing of the private placement and the conversion of the subscription receipts, the closing price of the company's shares on the TSX Venture Exchange exceeds 25 cents (on a volume-weighted basis) for 30 consecutive trading days, the company shall have the right to accelerate the exercise period of the warrants to a date that is not less than 30 days from the date the company provides notice to the warrantholders of its election to accelerate the exercise period.

Total commissions of $40,110 and 668,000 finders' warrants will be paid by Westbridge to finders/agents as consideration for arranging the initial tranche closing of the private placement. Each finder's warrant entitles the holder to purchase one common share of Westbridge at a price of nine cents until Dec. 17, 2015, subject to the same acceleration terms as the warrants.

The subscription receipts issued in connection with the initial tranche closing of the private placement, and any securities to be issued upon conversion of the subscription receipts and finder's warrants, are subject to a hold period expiring April 18, 2014.

Westbridge continues to actively work with multiple investors interested in the private placement and targets closing on the balance of its $3-million financing in the coming weeks.

Management commentary

Tosan Omatsola, president and chief executive officer of Westbridge, commented: "As a result of this first tranche of financing and amending of the LOI, Westbridge can move forward with acquiring multiple interests from Black Pearl. Despite difficult market conditions for junior exploration and production companies, Westbridge has been able to source a portfolio of advanced-stage assets and raise an amount of capital sufficient to fund its initial work programs. We also continue to work with multiple strategic parties interested in farm-in to the United States and African assets, as a non-dilutive source of financing for public company shareholders. I would like to thank our shareholders for their support as we move forward with securing the remaining amount of our financing and implement our strategy to transform Westbridge into a leading junior E&P company."

We seek Safe Harbor.

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