Westbridge Energy Corporation
TSX VENTURE : WEB
PINKSHEETS : WEGYF
FRANKFURT : PUQ1

Westbridge Energy Corporation

January 13, 2014 07:00 ET

RETRANSMISSION: Westbridge Closes Transaction with Black Pearl Holdings, LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 13, 2014) - Westbridge Energy Corporation (TSX VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) ("Westbridge" or the "Company") is pleased to announce it has received final approval from the TSX Venture Exchange and closed its acquisition of interests from Black Pearl Holdings, LLC ("Black Pearl") as announced on October 22, 2013, and satisfied the escrow conditions to gain access to the initial $2,069,570 tranche of its $3.0 million private placement. Westbridge will now move forward with securing the remaining funds of its private placement, launching its work programs in Texas and Louisiana, and evaluating its option to merge with Black Pearl.

Initial Work Programs

Westbridge and Black Pearl (the "Partners") intend to complete the initial work programs over the first quarter and early second quarter 2014 with the proceeds from the first closing of the private placement. These programs will focus on reworks at the Bivens Field, Beauregard Parish, Louisiana and drilling a development well at the Wharton County Field, Wharton County, Texas. The results from these programs are anticipated to generate sufficient cash flow to sustain the ongoing working capital requirements of the Partners and provide a foundation of cash flow to reduce the overall risk of future exploration and development initiatives.

Initially, the Partners will re-perforate the Olympia Minerals #2 ("OM#2") well and hydraulically fracture the Middle Wilcox 10,600' Sand at the Bivens Field. Subsequent to completion of this initial portion of the program, the Partners will hydraulically fracture the Middle Wilcox 11,300' Sand in the Olympia Minerals #1 ("OM#1") wellbore. Results from this program are expected to increase the flow rates from these wells. This expectation is based on the initial test rates of over 160 BOPD and 800 MCFGPD from the OM#2 well and 240 BOPD and 1,000 MCFGPD from the OM#1 well.

Subsequent to the completion of the initial activities at Bivens Field, the Partners will spud the Wharton County Field #3 well ("WC#3") at the Wharton County Field. This well is planned to test the productive Lower Frio Sand 40' to 50' up dip from the Wharton County Field #1 well ("WC#1"). The WC#3 well location will be 500' northeast of the WC#1 and within the same seismic anomaly. There is reason to believe that the entire 50' sand will be saturated with light oil and capable of achieving high flow rates. This expectation is based on the initial test rate of approximately 250 BOPD from the WC#1 on an 8/64ths choke before watering out. The Partners intend to increase the choke to 10/64ths to further enhance the potential flow rate of the WC#3.

National Instrument 51-101 Technical Report

A National Instrument 51-101 ("NI 51-101") has been filed on SEDAR for the Bivens Field and Wharton County Field. Upon acquiring leases in the Lavaca County 3D seismic area, the Company will also prepare a NI 51-101 report for the Lavaca County Project within 45 days of acquiring these leases.

The initial gross and net share of proved and probable reserves and net share of the future net revenue before tax is summarized as follows:

Proven and Probable Reserves

Light & Medium Oil Natural Gas Natural Gas Liquids
Reserves 100% Gross Net 100% Gross Net 100% Gross Net
Category Mbbl Mbbl Mbbl MMcf MMcf MMcf Mbbl Mbbl Mbbl
Proved Producing 0 0 0 902 280 205 208 65 47
Proved Undeveloped 0 0 0 3,947 1,226 895 784 244 178
Total Proved: 0 0 0 4,850 1,506 1,099 992 308 225
Probable Undeveloped 348 175 124 13,054 5,162 3,766 1,288 507 370
Total Proved + Probable: 348 175 124 17,904 6,668 4,866 2,280 815 595

Net Revenue Before Tax

Discount Rate
0% 5% 10% 15% 20%
Category $M $M $M $M $M
Proved Producing 3,311 2,623 2,134 1,774 1,503
Proved Undeveloped 12,914 8,150 5,335 3,602 2,495
Total Proved: 16,224 10,773 7,469 5,377 3,999
Probable Undeveloped 33,679 26,568 21,397 17,528 14,561
Total Proved + Probable: 49,903 37,341 28,866 22,905 18,560

The results from this technical report provide the Company an initial base to expand upon. The Company anticipates these numbers will expand with the addition of the deep sands to be tested at the Bivens Field in the third quarter of 2014 and an expanded development plan at the Wharton County Field. The deep sands at Bivens Field are the most productive in the trend as evidenced by the over 20 MMBO and 64 BFC of historic production 8 miles to the north of Bivens Field at Neale Field. In addition to the deep sands at Bivens Field, the initial reserve numbers at the Wharton Field only include the completion of a single development well whereas the Partners believe 4-5 wells will be required to fully develop the field.

Option to Merge

Westbridge is continuing to evaluate its option to merge with Black Pearl as announced on November 27, 2013. Under the terms of the merger option, Westbridge has 156 days remaining to exercise its option to issue a total of 84.5 million shares to Black Pearl or its nominees in exchange for 100% of the assets or shares of Black Pearl. Upon consummation of the merger, 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 and 85 square miles of 3D seismic in Lavaca County, Texas. The 2D data spans 7 states in the US Gulf Coast region and has been used to identify over 500 drill targets to date.

Upon exercise of the merger option, the completion of the merger will be subject to conditions including, but not limited to:

  • The completion of a definitive agreement;
  • Completion of satisfactory due diligence on all legal, financial, geological and technical documentation;
  • TSX Venture Exchange approval; and
  • Approval of the boards of Westbridge and Black Pearl.

Financing Update

As a condition to the completion of the acquisition of interests from Black Pearl, the Company completed an initial tranche of its non-brokered private placement (the "Private Placement") financing of subscription receipts for gross proceeds of $2,069,570 by issuing 34,492,833 subscription receipts at a price of $0.06 per subscription receipt (the "Subscription Receipts"). Each Subscription Receipt will now be exchanged into one unit of Westbridge (a "Unit") comprising of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one Share at a price of $0.09 for 24 months from the closing date on December 17, 2013. The Warrants will also be subject to an acceleration provision whereby if at any time after four (4) months and one (1) 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 $0.25 (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 warrant holders of its election to accelerate the exercise period. The common shares and warrants issued are subject to a hold period expiring April 18, 2014.

Total commissions of $40,110 and 668,000 finder's warrants have been paid by Westbridge to finders/agents as consideration for arranging the initial tranche of the Private Placement. Each finder's warrant entitles the holder to purchase one commons share of Westbridge at a price of $0.09, subject to the same terms as the Warrants. The finder's warrants and any shares acquired upon exercise of the 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 near term.

Board and Management Appointments

Westbridge is also pleased to announce the formal appointment of Mr. Michael Looney, President & CEO of Black Pearl to the board of Westbridge and Mr. Darren Collins to the position of Vice President, Business Development.

Mr. Michael Looney has over 38 years of experience as a petroleum geologist and geophysicist with extensive experience developing partner relationships, and directing exploration and development efforts in the Gulf Coast states of the US. Prior to Black Pearl, he worked for ExxonMobil, Hunt Energy, Terra Resources, and Edge Petroleum. Mr. Looney formed his first company in 1985 and is credited with over 500 BCF in discoveries. He holds a Bachelors and Masters degree in geology from the University of Texas at Austin.

Mr. Darren Collins is a corporate finance and business development professional with experience at notable investment and advisory firms in Toronto, Canada and London, United Kingdom. Over the last 7 years, Mr. Collins has been involved with companies that have completed more than a billion dollars worth of transactions in the resource sector. He holds a Bachelor of Commerce degree in finance from Dalhousie University.

Management Commentary

Mr. Tosan Omatsola, President & CEO of Westbridge, comments: "The closing of this transaction with Black Pearl is the direct result of the efforts of multiple parties and I would like to thank all those involved in bringing this transaction together. I would also like to welcome Michael to our board and Darren to our management team. These additions will broaden the technical and financial expertise of Westbridge and support the Company in realizing its corporate objectives. The Company now moves forward with launching work programs in Louisiana and Texas, evaluating its option to merge with Black Pearl and securing a financial partner for its assets in Namibia."

Mr. Michael Looney, CEO and President of Black Pearl, comments: "Over the final quarter of 2013 and early in 2014, Black Pearl and Westbridge have formed a strong business relationship as evidenced by the completion of this transaction and our intentions to complete a merger in 2014. As a shareholder of Westbridge and representative of Black Pearl, I am also very pleased to officially join the board of the Westbridge and look forward to being an active participant in creating value for all parties involved in this venture."

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

www.westbridgeweb.com

On behalf of Westbridge Energy Corporation,

Tosan Omatsola
President and Chief Executive Officer
+1 604 638 9378
tomatsola@westbridgeweb.com
Peter Henry
Director
+1 818 970 6940
phenry@westbridgeweb.com

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" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" within the meaning of the British Columbia Securities Act, the Alberta Securities Act and the Ontario Securities Act. Generally, the words "expect", "intend", "estimate", "will" and similar expressions identify forward-looking information. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward looking information. Statements in this press release regarding Westbridge's business or proposed business, which are not historical facts, are forward-looking information that involve risks and uncertainties, such as estimates and statements that describe Westbridge's future plans, objectives or goals, including words to the effect that Westbridge or management expects a stated condition or result to occur. Since forward-looking statements address events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's oil and gas properties. The foregoing commentary is based on the beliefs, expectations and opinions of management on the date the statements are made. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.

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