Westbridge Energy Corporation

Westbridge Energy Corporation

November 27, 2013 08:30 ET

Black Pearl Holdings, LLC Grants Westbridge Option to Merge

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 27, 2013) - Westbridge Energy Corporation (TSX VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) ("WEB" or the "Company" or "Westbridge") is pleased to announce it has entered into an option agreement (the "Option Agreement") with Black Pearl Holdings, LLC ("BPH") whereby BPH has granted WEB the exclusive option to acquire 100% of the assets or shares of BPH in exchange for WEB issuing 100% of its current issued and outstanding shares to BPH or its shareholders (the "Proposed Merger"). This option has been granted for a period of 180 days, commencing on and subject to the closing of the private placement announced on November 5, 2013 (the "Private Placement"). The Option Agreement allows WEB to move forward with closing the Private Placement in order to launch its initial work programs to secure production in the near term.

If the Company exercises its rights under the Option Agreement and the Proposed Merger closes, the combined entity would hold domestic US assets in Texas and Louisiana, international assets in Namibia, and full access to 100,000 linear miles of 2D seismic data licensed from ExxonMobil. The 2D data spans 7 states in the US Gulf Coast region and has been used to identify over 500 drill targets to date.

The decision to enter into the Option Agreement is based on discussions with various sources of capital and is anticipated to enable WEB to secure the capital required to fund its development plans.

The rationale to combine the two companies includes:

  • Alignment of interests between Westbridge and Black Pearl shareholders

  • Simplification of transaction terms and related project interests

  • Receipt of operatorship by the combined entity

  • Combination of BPH technical and WEB financial expertise

  • Streamlining of general and administrative expenses

If the Company exercises its rights under the Option Agreement, the form of the merger will be determined after consultation with legal and tax advisors. The closing of the Proposed Merger will be subject to, among other matters, the completion of an audit of the financial statements of BPH and the approval of the TSXV and if applicable the shareholders of both companies. WEB is in the process of completing a NI 51-101 technical report on the oil & gas assets of BPH.

Financing Update

WEB has been actively soliciting funds from various sources of capital and will seek to close the Private Placement in the coming weeks. Based on market feedback and expressions of interest from parties to enter into less dilutive farm-in arrangements, the Company will be amending the offering size to up to gross proceeds of $3.0 million through the issuance of 50,000,000 Subscription Receipts. All other terms and conditions of the Private Placement will remain the same as previously announced.

Board and Management Commentary

Mark Frewin, Chairman of WEB, comments: "The potential merger of Westbridge and Black Pearl aligns the interests of all parties and will form a new company with considerable technical, financial and managerial expertise. The management team and board of Westbridge believe this is a logical step forward to create near and long term value for shareholders."

Michael Looney, CEO and President of BPH, comments: "The potential merger of Black Pearl and Westbridge represents an entry into the public markets for Black Pearl and enables us to access the capital required to aggressively develop the over 500 leads identified from the 2D dataset licensed from ExxonMobil."

About Black Pearl Holdings, LLC

Black Pearl Holdings, LLC is a Houston, Texas-based exploration and production company with extensive experience in the generation and development of oil & gas properties throughout the continental United States. BPH's management team is comprised of five highly seasoned industry professionals who possess over 150 years of combined oil and gas experience.

About Westbridge Energy Corporation

Westbridge Energy Corporation is an international oil and gas exploration and development company with a robust portfolio of oil and gas licenses in the vastly underexplored and highly prospective oil prone Walvis Basin, offshore Namibia. The licenses cover five blocks (1811B, 1911A Rel., 1912B, 1910A Rel. and 2011A Rel.), which cover 22,484 square kilometers and contain over 10,000 line kilometers of high quality 2D seismic data. Westbridge is the Operator of the licenses and has an 80% working interest in 1811b and a 75% working interest in the remaining four licenses.

For additional information readers are invited to review additional corporate and property information available at Westbridge's website at:


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Company's future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labor, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. In particular, there is no assurance that the Company will be able to complete the acquisition of or merger with BPH on the terms outlined herein or at all; or that the Company will be successful in raising private placement funds on the terms outlined above, or at all. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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