Westbridge Energy Corporation

Westbridge Energy Corporation

December 18, 2013 08:30 ET

Westbridge Closes Financing and Amends Letter of Intent with Black Pearl Holdings, LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 18, 2013) -


Westbridge Energy Corporation (TSX VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) (the "Company" or "Westbridge") announces that it has closed an initial $2,069,570 tranche of its non-brokered private placement financing of up to 50,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.06 per Subscription Receipt for gross proceeds of up to $3.0 million (the "Private Placement") and amended the terms of its Letter of Intent (the "LOI") with Black Pearl Holdings, LLC ("Black Pearl") to reduce the financing threshold to $2.0 million from $2.5 million.

Amendment of LOI and Transaction Closing

Due to the closing of this initial financing and amendment of the LOI, Westbridge is able to move forward with closing its purchase of interests from Black Pearl as announced on October 22, 2013. Westbridge and Black Pearl have made substantial progress towards closing this transaction and intend to sign a Definitive Agreement (the "Definitive Agreement") in the coming days. The Definitive Agreement will include standard provisions for the purchase of interests in the Bivens Field Project ("Bivens"), Wharton County Field Project ("Wharton") and Lavaca County Project ("Lavaca"). Once this transaction has closed, Westbridge and Black Pearl will move forward with the structuring and determining the timing of the proposed merger between the companies, as defined in the merger option agreement announced on November 27, 2013.

Financing Update

As per the terms of the Private Placement announced on November 5 and November 27, 2013, gross proceeds of $2,069,570 were raised by Westbridge issuing a total of 34,492,833 Subscription Receipts. These funds will be held in escrow pending closing of the Definitive Agreement. These funds will then be utilized to launch the initial work programs at Bivens in Louisiana and Wharton in Texas. These initial work programs include funding 56.45% of two well work-overs at Bivens in exchange for a 31.0% working interest and funding 75.0% of a development well at Wharton in exchange for a 37.5% working interest. This initial program is anticipated to generate an amount of cash flow more than sufficient to sustain the working capital requirements of Westbridge going forward.

Upon closing of the transaction with Black Pearl, each Subscription Receipt will be automatically convertible, for no additional consideration, into one unit of the Company (a "Unit"), with each Unit consisting 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.

Total commissions of $40,110 and 668,000 finder's warrants will be paid by Westbridge to finders/agents as consideration for arranging the initial tranche closing of the Private Placement. Each finder's warrant entitles the holder to purchase one common share of Westbridge at a price of $0.09 until December 17, 2015, subject to the same acceleration terms as the Warrants.

The Subscription Receipts issued in connection with the initial tranche closing of the Private Placement, and any securities to be issued upon conversion of the Subscription Receipts and 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 coming weeks.

Management Commentary

Tosan Omatsola, President and CEO of Westbridge, comments: "As a result of this first tranche of financing and amending of the LOI, Westbridge can move forward with acquiring multiple interests from Black Pearl. Despite difficult market conditions for junior E&P companies, Westbridge has been able to source a portfolio of advanced stage assets and raise an amount of capital sufficient to fund its initial work programs. We also continue to work with multiple strategic parties interested in farm-in to the US and African assets, as a non-dilutive source of financing for public company shareholders. I would like to thank our shareholders for their support as we move forward with securing the remaining amount of our financing and implement our strategy to transform Westbridge into a leading junior E&P company."

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

Peter Henry, Director

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.

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.

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