November 30, 2007 18:16 ET

West Mountain Capital Corp. and Phase Separation Solutions Inc. Enter Amalgamation Agreement

West Mountain Capital Corp. Files Filing Statement on SEDAR

CALGARY, ALBERTA--(Marketwire - Nov. 30, 2007) - WEST MOUNTAIN CAPITAL CORP. ("West Mountain" or the "Corporation") (TSX VENTURE:WMT.P) is pleased to announce that it has entered into an amalgamation agreement (the "Agreement") dated November 28, 2007 with PHASE SEPARATION SOLUTIONS INC. ("PS2") and 6870431 Canada Inc. ("Newco"), a wholly owned subsidiary of West Mountain incorporated solely for the purposes of participating in the transactions contemplated by the Agreement. Pursuant to the Agreement, West Mountain has agreed to acquire all of the issued and outstanding common shares of PS2 (the "PS2 Shares") by way of the amalgamation of PS2 and Newco, with all outstanding PS2 Shares being exchanged for West Mountain Shares on a one for one basis at the deemed price of $0.30 per West Mountain Share, resulting in PS2 becoming the only wholly owned subsidiary of the Corporation. West Mountain is at arms' length to PS2.

The TSX Venture Exchange (the "Exchange") has conditionally accepted the acquisition of all of the issued and outstanding PS2 Shares as the Corporation's Qualifying Transaction (the "Qualifying Transaction") pursuant to the Policies of the Exchange. Final approval of the Qualifying Transaction by the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange. In connection with the Qualifying Transaction, on November 29, 2007 the Corporation filed on SEDAR the filing statement (the "Filing Statement") of the Corporation dated November 28, 2007, which contains full disclosure regarding the Qualifying Transaction and the business of PS2. The Corporation expects to close the proposed Qualifying Transaction on or about December 14, 2007.

PS2's business is the thermal treatment of soil, sludge and other solid waste impacted with chlorinated hydrocarbons such as PCBs, dioxins/furans and pesticides, and the thermal treatment of pharmaceutical waste and non-chlorinated industrial sludge at its fixed treatment facility located in Wolseley, Saskatchewan. Please refer to the Filing Statement for additional information regarding PS2.

Immediately prior to the closing of the Qualifying Transaction, PS2 will complete a brokered private placement ("Private Placement") of 7,000,000 PS2 Shares at the price of $0.30 per share for gross proceeds of $2,100,000. Acumen Capital Finance Partners Limited ("Acumen") has been engaged to act as PS2's agent for the Private Placement on a commercially reasonable best efforts basis. As partial consideration for acting as agent for the Private Placement, Acumen will also be granted compensation options to acquire a number of PS2 Shares equal to 8% of the number of the shares sold, exercisable at $0.30 per share for 18 months. The proceeds of the Private Placement will be used to fund capital and operational upgrades at PS2's treatment facility in Wolseley and fund business development and general working capital requirements over the next 24 months.

Golden Opportunities Fund Inc. ("GOF") of Saskatoon, Saskatchewan, PS2's principal lender, has agreed to convert indebtedness owed by PS2 in the amount of $3,452,700 million into approximately 11,509,000 million PS2 Shares at the conversion price of $0.30 per share immediately prior to the completion of the Private Placement. The PS2 Shares issued under the Private Placement and to GOF will be exchanged for West Mountain Shares pursuant to the terms of the Agreement on the same one for one basis as described above.

It is anticipated that there will be a maximum of approximately 27 million PS2 Shares issued and outstanding immediately prior to the completion of the Qualifying Transaction. Approximately 27 million West Mountain Shares will be issued pursuant to the Qualifying Transaction in exchange for these PS2 Shares resulting in PS2 becoming a wholly-owned subsidiary of West Mountain. Following the completion of the Private Placement and the Qualifying Transaction approximately 34 million West Mountain Shares are anticipated to be issued and outstanding.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • West Mountain Capital Corp.
    Curtis Dutchak
    Director and Officer
    (403) 862-1616