December 20, 2007 09:44 ET

West Mountain Capital Corp. Announces Completion of Acquisition of Phase Separation Solutions Inc., Brokered Private Placement, Change to Management and Stock Option Grant

CALGARY, ALBERTA--(Marketwire - Dec. 20, 2007) - WEST MOUNTAIN CAPITAL CORP. ("West Mountain" or the "Corporation") (TSX VENTURE:WMT.P) is pleased to announce that it has completed the previously announced acquisition of all of the issued and outstanding securities of PHASE SEPARATION SOLUTIONS INC. ("PS2"). The acquisition of PS2 (the "Transaction") constitutes the "Qualifying Transaction" of West Mountain, as such term is defined by Policy 2.4 of the TSX Venture Exchange Inc. the ("Exchange"). The business of West Mountain is now carried on by its wholly-owned subsidiary PS2, being 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.

Pursuant to the Transaction, 6870431 Canada Inc., a wholly owned subsidiary of West Mountain incorporated solely for the purposes of participating in the Transaction, amalgamated with PS2, with all outstanding common shares of PS2 (the "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 subsidiary of West Mountain.

Immediately prior to the closing of the Transaction, PS2 completed a brokered private placement ("Private Placement") of 7,224,667 PS2 Shares at the price of $0.30 per share for gross proceeds of $2,167,400. Acumen Capital Finance Partners Limited ("Acumen") acted as PS2's agent for the Private Placement. As partial consideration for acting as agent for the Private Placement, Acumen was granted compensation options to acquire 577,974 West Mountain Shares, exercisable at $0.30 per share for 18 months. The net proceeds of the Private Placement will be used to fund capital and operational upgrades at PS2's treatment facility in Wolseley, repay debt to third party lenders, and fund business development and general working capital requirements over the next 18 months.

Golden Opportunities Fund Inc. ("GOF") of Saskatoon, Saskatchewan, PS2's principal lender, converted indebtedness owed by PS2 in the amount of $3,452,700 into approximately 11,509,000 PS2 Shares at the conversion price of $0.30 per share immediately prior to the completion of the Private Placement. In addition, remaining indebtedness of $500,000 was repaid by PS2 to GOF. The PS2 Shares issued under the Private Placement and to GOF were exchanged for West Mountain Shares pursuant to the Transaction on the same one for one basis as described above.

A total 27,224,667 PS2 Shares were issued and outstanding immediately prior to the completion of the Transaction, which shares were exchanged for 27,224,667 West Mountain Shares pursuant to the Transaction, resulting in PS2 becoming a wholly-owned subsidiary of West Mountain. Following the completion of the Private Placement and the Qualifying Transaction 34,232,667 West Mountain Shares are issued and outstanding.

A total of 8,491,000 West Mountain Shares were issued pursuant to the Transaction to companies controlled by Paul Antle (as to 4,245,500 West Mountain Shares) and Stephen Clarke (as to 4,245,500 West Mountain Shares). In addition, 11,509,000 West Mountain Shares were issued to GOF pursuant to the Transaction. All of these 20 million West Mountain Shares were deposited into escrow concurrent with the completion of the Transaction in accordance with the requirements of the Exchange.

Management of Resulting Issuer

Concurrent with the completion of the Transaction, the Board of Directors of West Mountain and its executive team were re-constituted. The Board of Directors of West Mountain is now comprised of Paul Antle, Sid Dutchak (Chairman of the Board), Dr. John Weibe, Grant Kook, Steven Thompson and Anthony Vysniauskas. The executive of West Mountain is now comprised of Paul Antle as the President and Chief Executive Officer, Stephen Clarke as the Vice President - Business Development, Brian Kohlhammer as Chief Financial Officer and Daniel Kenney as Corporate Secretary.

Stock Options

West Mountain granted a total of 1,375,000 incentive stock options ("Stock Options") following closing of the Transaction to the directors, officers, employees and consultants of West Mountain and PS2. Details of options granted to directors and officers are:

Name Number of Options
Paul Antle 400,000
Stephen Clarke 290,000
Sid Dutchak 100,000
Anthony Vysniauskas 50,000
Steven Thompson 50,000
Brian Kohlhammer 50,000
Grant Kook 100,000
John Weibe 100,000
Daniel Kenney 37,500
TOTAL 1,177,500

These stock options have an exercise price of $0.30 and expire on December 19, 2012. The options have various vesting conditions, as more particularly described in the Filing Statement. West Mountain has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the grant of these options.

Please refer to the filing statement of the Corporation dated November 28, 2007, available on SEDAR at www.sedar.com, for additional information.

Final completion of the Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance.

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 Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • West Mountain Capital Corp.
    Paul Antle
    President and Chief Executive Officer
    (709) 726-0336