VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 3, 2012) - Westbridge Energy Corporation ("Westbridge" or the "Company") (TSX VENTURE:WEB)(FRANKFURT:PUQ1) is pleased to announce that effective today it has closed its transaction to acquire 100% of the issued and outstanding shares in the capital of Kayuco Universal Ltd. ("Kayuco") (the "Acquisition").
Under the terms of the transaction, the Company acquired on the closing date all of the issued and outstanding common shares of Kayuco in exchange for 10 million common shares in the capital of the Company at a deemed issue price of C$.20 per share and a cash payment of US$3 million to Kayuco's selling shareholders in proportion to their shareholding in Kayuco (the "Consideration").
A finder's fee in the amount of 1,000,000 common shares of the Company was issued to Westward Energy LLC for introducing the Acquisition to the Company.
Non-Brokered Private Placement
As a condition to the completion of the Acquisition, the Company completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per subscription receipt (the "Subscription Receipts"). Each Subscription Receipt is exchangeable, on closing of the Acquisition, into one unit of Westbridge ("Unit") comprising one common share in the capital of the Company ("Share") and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one Share for at a price of C$0.45 for 18 months from the closing date of the Acquisition. The 16,000,000 common shares issued upon conversion of the subscription receipts are subject to a hold period expiring September 3, 2012. The Company paid finders' fees to certain third parties of a total of C$80,000 as well as 692,800 finder's warrants ("Finder's Warrants"). Each Finder's Warrant will be exercisable into a Unit consisting of one Share and one half of one Warrant, such exercise being subject to satisfaction of the release conditions applicable to the Subscription Receipts.
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. 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). 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).
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 NI 51-101 compliant technical report dated April 30, 2012 prepared by Petrotech Engineering Ltd. with respect to the Licence has been accepted for filing by the Exchange and will be filed on SEDAR.
Cody Lee, Westbridge's President, commented, "Westbridge is pleased to complete this acquisition. 1811B gives us a stake in the highly prospective Namibian offshore play that is geologically analogous to both Brazilian discoveries by Petrobras and Statoil and Angolan discoveries by Cobalt. Moreover, the timing and speed of this deal's completion demonstrates Westbridge's capability to execute on its strategy to aggregate prospective opportunities in the growing African emerging resource."
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.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.