VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 2, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Westbridge Energy Corporation (TSX VENTURE:WEB) ("Westbridge" or the "Company") is pleased to announce the closing of its non-brokered private placement (the "Offering") for gross proceeds totalling $4,000,000.
The Offering is in connection with the proposed transaction whereby Westbridge is to acquire from the shareholders of Kayuco Universal Ltd. ("Kayuco") 100% of the issued and outstanding shares in the capital of Kayuco (the "Acquisition"). The TSX Venture Exchange ("TSXV") has provided conditional approval for the private placement, allowing Westbridge to close the private placement today; TSXV approval for the Acquisition is still pending. Please refer to the Company's news release of April 16, 2012 for further information concerning the Acquisition.
The gross proceeds of the Offering, totalling $4,000,000, were raised through the issue by the Company of 16,000,000 Subscription Receipts at a price of $0.25 per subscription receipt. Each subscription receipt will be exchangeable on closing of the Acquisition into a unit ("Unit") comprising one Westbridge common share and one half of one common share purchase warrant. Each whole share purchase warrant will entitle the holder to acquire one Westbridge common share at a price of $0.45 for a period of 18 months from issuance.
Westbridge paid fees and warrants to certain qualified arm's length finders in connection with the Offering. A corporate finance fee of $80,000 was paid to Primary Capital Inc. ("Primary") for services provided in connection with the Offering. In addition, Westbridge paid to Primary and additional finders, Finders Warrants equal to 8% of the Subscriptions sourced by such finders in the Offering, totaling 692,800. Each Finders Warrant will be exercisable into a Unit of the Company, such exercise being subject to satisfaction of the release conditions applicable to the Subscription Receipts, including TSXV approval of the Acquisition.
The securities issued pursuant to the Offering, and any common shares and share purchase warrants to be issued on conversion of the Subscription Receipts upon satisfaction of the release conditions, as well as all securities issued to finders, are subject to a hold period expiring September 3, 2012. The aforementioned hold periods are mandated by Canadian securities laws and TSXV regulations. Any Subscription Receipts issued to subscribers outside of Canada may be subject to additional hold periods pursuant to foreign laws. Completion of the Offering and the Acquisition are subject to receipt by the Company of all necessary regulatory approvals.
The proceeds of the Offering 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.
The Exchange has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.
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. Statements in this release that are forward-looking are subject to various risks and uncertainties concerning the specific factors identified above and in the corporation's periodic filings with the British Columbia Securities Commission. Specifically, conversion of the subscription receipts issued in the $4,000,000 private placement into Units of the Company is subject to a number of release conditions, including but not limited to, TSX Venture Exchange acceptance of the Acquisition. Completion of the Acquisition is also subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all and that the release conditions will be satisfied. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The corporation does not intend to update this information and disclaims any legal liability to the contrary.
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.