Westbridge Energy Corporation

Westbridge Energy Corporation

November 05, 2013 08:30 ET

Westbridge Announces Private Placement and Share Consolidation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 5, 2013) -


As an update to its news release dated October 22, 2013, Westbridge Energy Corporation (TSX VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) (the "Company" or "Westbridge") announces that it has arranged, subject to the acceptance of the TSX Venture Exchange, a non-brokered private placement financing of up to 125,000,000 subscription receipts ("Subscription Receipts") at a price of $0.06 per Subscription Receipt for gross proceeds of up to $7.5 million (the "Private Placement"). The Subscription Receipts are being issued in connection with the proposed joint venture (the "Transaction") between Westbridge and Black Pearl Holdings, LLC ("Black Pearl") pursuant to which Black Pearl has granted Westbridge an option to acquire working interests in three projects located in the southern United States, known as the Bivens Field Project, Wharton County Field Project and Lavaca County Project.

Each Subscription Receipt will be automatically convertible, for no additional consideration, into one unit of the Company (a "Unit") upon satisfaction of certain conditions relating to the Company's completion of the Transaction. Each Unit will consist of one common share and one common share purchase warrant (a "Warrant") entitling the holder thereof to purchase one additional common share of the Company at a price of $0.09 for a period of 24 months. 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.

Management anticipates the Private Placement will close by the end of November 2013. Should the Transaction not close by January 31, 2014, the Subscription Receipts shall be cancelled and the subscription funds shall be distributed to the holders of Subscription Receipts, without interest or deduction. Upon closing of the Transaction and the conversion of the Subscription Receipts, the proceeds from the Private Placement will be used to fund the farm-in commitments to Black Pearl, lease acreage from current landowners, and for general corporate purposes.

Directors, Officers and Advisors of the Company have committed to subscribe for approximately $500,000 of the Private Placement.

Finder's fees comprised of 7% cash and 7% non-transferable share purchase warrants may be paid in connection with the Private Placement. Any finders' fees will be payable in accordance with the policies of the TSX Venture Exchange.

All securities issued in the Private Placement will have a hold period in Canada of four months from the closing of the Private Placement.

Westbridge further announces that its board of directors has approved a 4:1 consolidation of the Company's issued share capital, subject to closing of the Transaction and the approval of the TSX Venture Exchange.

For additional information readers are invited to review additional corporate and property information available at Westbridge's website at www.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. Specifically, there can be no assurance that the Private Placement or Transaction with Black Pearl will be completed as proposed. 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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