VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 16, 2012) - Westbridge Energy Corporation (TSX VENTURE:WEB) ("Westbridge") is pleased to announce that it has entered into a binding letter of intent (the "LOI") with Kayuco Universal Ltd. (Kayuco) dated April 12, 2012, to acquire from the shareholders of Kayuco, 100% of the issued and outstanding shares in the capital of Kayuco (the "Acquisition") with consideration comprising 10 million common shares in the capital of Westbridge (the "Westbridge Shares") at a deemed issue price of C$.20 per share to the selling shareholders in proportion to their shareholding in Kayuco and a cash payment of US$3 million of which C$300,000 is to be paid by way of an advance deposit upon execution by the parties of the LOI.
Westbridge reserve the right to pay a finder's fee in cash and/or securities of Westbridge to qualified arm's length finders in connection with the Acquisition.
Kayuco is a private company incorporated under the laws of the British Virgin Islands whose principal asset is an 80% interest in an oil and gas petroleum exploration licence granted by the Ministry of Mines and Energy of the Republic of Namibia to explore within block number 1811B (the "Licence") off-shore Namibia. The remaining 20% interest is a carried interest with certain back in rights held by NAMCOR (the Namibian state oil company) and Lunganda Trading Enterprise (Namibian economic empowerment group).
The Acquisition is an arm's-length transaction, and it is not expected to result in a change of control.
Westbridge and Kayuco have agreed to proceed diligently and in good faith to negotiate and settle the terms of the Transaction and to enter into a definitive agreement on or before May 30, 2012 or such other date as may be mutually agreed to in writing between the parties hereto and to complete all transactions contemplated herein as soon as possible but, in any event, not later than June 30, 2012. The definitive agreement will include customary conditions to closing, plus the following specific conditions:
- Receipt of applicable approvals by the Ministry of Mines and Energy (Namibia);
- Completion of satisfactory due diligence on Kayuco and all legal, financial, geological and technical documentation related to block 1811B;
- TSX Venture Exchange ("Exchange") approval; and
- Approval of the boards of Westbridge and Kayuco.
There can be no assurance that the proposed Acquisition will be completed as proposed or at all.
Block 1811B is situated in the Namibe basin off the northern coast of Namibia along the international boundary with Angola. Kayuco's interest in Block 1811B covers an area of approximately 1.4 Million acres (5,854 square kilometres), and is situated directly south of the current drilling activity of Chariot Oil and Gas, an AIM listed exploration company.
A technical report compliant with NI 51-101 is currently being completed and will be filed with the Exchange for review and will be filed on SEDAR if and when the proposed Acquisition closes.
Westbridge also announces a non-brokered private placement of subscription receipts of up to $4 million, with a $2 million minimum, priced at $0.25 per subscription receipt. Each subscription receipt will be exchangeable on closing of the Acquisition into a unit ("Unit") comprising one Westbridge Share and one half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one Westbridge Share for at a price of C$0.45 for 18 months. The proceeds of the private placement will be used to fund the cash consideration payable in connection with the Acquisition as well as initial work commitments, including mapping and delineating targets, and reprocessing of available seismic lines available on the block that will commence immediately following closing of the transaction.
Westbridge reserves the right to pay finder's fees in cash and/or Units to qualified arm's length finders in connection with the private placement.
Westbridge is pleased to announce the appointment of Knute (Cody) Lee to the position of President of Westbridge. Mr. Lee currently serves as President of both the Albuquerque Petroleum Association and the Young Professionals in Energy. He also serves as a National Board Member for the American Association of Professional Landmen (AAPL). In 2008, he was listed as a 40 Under Forty honoree by the New Mexico Business Weekly, and is a nationally recognized expert in the oil and gas industry. Mr. Lee graduated from Hillsdale College in Michigan with further studies at the University of St. Andrews in Scotland. The former President, Martin Cotter, will remain as a director of Westbridge.
Additionally, Westbridge is pleased to announcement the formation of a Board of Advisors (the "Advisory Board"). Appointments to the Advisory Board include Mr. Brad Knickel, Mr. Kevin Everingham, and Mr. Mark Frewin.
Mr. Everingham is a corporate finance advisor who has most recently served as Managing Director, Oil & Gas, in Calgary for a major Canadian investment bank. He has executed numerous international energy mandates. He is a B. Comm. graduate of University of Toronto and has an MBA from Harvard University.
Mr. Knickel has 30 years of experience in engineering, finance, acquisitions, and international prospect development in the oil and gas industry. He is the President and a founder of Novus Energy started in 1994. He began his career as a production and reservoir engineer with the Superior Oil Company. He holds a B.S. degree in Chemical Engineering from the University of Colorado and pursued graduate work in Finance at the University of Houston.
Mr. Frewin is a partner at the international law firm of McCarthy Tétrault, based in their London, England office and was formerly a partner with the Wall Street law firm Milbank Tweed. His legal practice focuses on energy and mining and he has participated in numerous international financings including several for companies which do business in Africa. Mr. Frewin has a B.A. from Cambridge University (Trinity Hall).
The Transaction qualifies as a "Reviewable Transaction" under the policies of the Exchange and remains subject to regulatory approval.
Westbridge also announces the granting of 1,600,000 incentive stock options to its officers and consultants pursuant to its share option plan. Each option will entitle the holder to acquire a common share of Westbridge at an exercise price of C$0.35 until Feb. 9, 2017 being a 40% premium over the Westbridge's current trading price. The options will vest in accordance with the plan or as otherwise required by the Exchange. The grant is subject to regulatory approval.
Resumption of Trading
Westbridge's shares shall resume trading on the Exchange on the open on April 18th, 2012.
Westbridge Energy Corporation is an oil and gas exploration and development company. Westbridge is currently reviewing the acquisition of accretive new international oil and gas opportunities.
For additional information readers are invited to review additional corporate and property information available on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD,
Peter Henry, Director
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company s future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither the 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.