Westcore Energy Ltd.

May 04, 2009 19:11 ET

Westcore Announces Completion of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - May 4, 2009) - WESTCORE ENERGY LTD. (the "Corporation" or "Westcore") (TSX VENTURE:WTR.P) is pleased to announce that it has closed its previously announced Qualifying Transaction, consisting of the acquisition of all rights, title and interests in certain Saskatchewan coal permits and Crown coal rights in the Province of Manitoba (such properties are collectively referred to as the "Assets"). As noted in the Corporation's prior news releases, the vendors of the Assets are Ken MacNeill, BEC International Corporation, Lakeco Holdings Ltd. and T & N Holding Inc. (such parties are collectively referred to as the "Vendors"). Mr. William MacNeill is the principal shareholder of BEC and Lakeco and Mr. Tom MacNeill is the principal shareholder of T&N. Each of the foregoing individuals is a resident of Saskatoon, Saskatchewan.

The Qualifying Transaction was unanimously approved by a majority of the minority shareholders that attended the meeting of Westcore shareholders on May 1, 2009, either in person or by proxy. Accordingly, an aggregate of 8,000,000 common shares were issued to the Vendors at an ascribed price of $0.30 and a royalty agreement was entered into among the Vendors and Westcore pursuant to which the Vendors have reserved a royalty interest equal to $2.00 per metric tonne of coal produced and either disposed of or consumed by Westcore. In accordance with the asset purchase and sale agreement previously entered into among Westcore and the Vendors, Westcore also reimbursed the Vendors for prior expenditures in the aggregate amount of $190,914. All of the foregoing common shares have been deposited in escrow in accordance with the applicable rules and policies of the TSX Venture Exchange (the "Exchange"). The Exchange has previously granted conditional approval to the listing of the foregoing 8,000,000 common shares, subject to receipt of final submission documents, which have now been delivered to the Exchange. Pending satisfactory review of such final materials by the Exchange, it is expected that the Corporation will be listed on the Exchange as a Tier 2 issuer and that trading of the common shares of Westcore under the symbol, "WTR" will commence on or about May 7, 2009.

As a result of the foregoing, the outstanding capital of the Corporation upon completion of the Qualifying Transaction consists of the following: 19,000,000 common shares, 200,000 options to acquire common shares and 125,000 agent's options. The number and percentage of issued and outstanding shares that are owned of record or over which control or direction is exercised, directly or indirectly by the Vendors (or the controlling shareholders thereof, as applicable), is as follows: William MacNeill - 5,007,500 (26.36%); Thomas MacNeill - 4,900,000 (25.79%); and Kenneth MacNeill - 2,750,000 (14.47%). All of the common shares issued as consideration for the Assets were issued pursuant to exemptions from the prospectus and registration requirements of applicable securities laws relating to the acquisition of assets and, accordingly, such shares are subject to four-month hold periods that will expire on September 2, 2009.

Forward Looking Statements

Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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 the release.

Contact Information

  • Westcore Energy Ltd.
    Paul Conroy
    President and Chief Executive Officer
    (403) 697-4005
    (403) 263-0271 (FAX)