RETRANSMISSION: Westbridge Closes Transaction with Black Pearl
Holdings, LLC
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 13, 2014) -
Westbridge Energy Corporation
(TSX-VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) ("Westbridge"
or the "Company") is pleased to announce it has received final
approval from the TSX Venture Exchange and closed its acquisition
of interests from Black Pearl Holdings, LLC ("Black Pearl") as
announced on October 22, 2013, and satisfied the escrow conditions
to gain access to the initial $2,069,570 tranche of its $3.0
million private placement. Westbridge will now move forward with
securing the remaining funds of its private placement, launching
its work programs in Texas and Louisiana, and evaluating its option
to merge with Black Pearl.
Initial Work Programs
Westbridge and Black Pearl (the "Partners") intend to complete
the initial work programs over the first quarter and early second
quarter 2014 with the proceeds from the first closing of the
private placement. These programs will focus on reworks at the
Bivens Field, Beauregard Parish, Louisiana and drilling a
development well at the Wharton County Field, Wharton County,
Texas. The results from these programs are anticipated to generate
sufficient cash flow to sustain the ongoing working capital
requirements of the Partners and provide a foundation of cash flow
to reduce the overall risk of future exploration and development
initiatives.
Initially, the Partners will re-perforate the Olympia Minerals
#2 ("OM#2") well and hydraulically fracture the Middle Wilcox
10,600' Sand at the Bivens Field. Subsequent to completion of this
initial portion of the program, the Partners will hydraulically
fracture the Middle Wilcox 11,300' Sand in the Olympia Minerals #1
("OM#1") wellbore. Results from this program are expected to
increase the flow rates from these wells. This expectation is based
on the initial test rates of over 160 BOPD and 800 MCFGPD from the
OM#2 well and 240 BOPD and 1,000 MCFGPD from the OM#1 well.
Subsequent to the completion of the initial activities at Bivens
Field, the Partners will spud the Wharton County Field #3 well
("WC#3") at the Wharton County Field. This well is planned to test
the productive Lower Frio Sand 40' to 50' up dip from the Wharton
County Field #1 well ("WC#1"). The WC#3 well location will be 500'
northeast of the WC#1 and within the same seismic anomaly. There is
reason to believe that the entire 50' sand will be saturated with
light oil and capable of achieving high flow rates. This
expectation is based on the initial test rate of approximately 250
BOPD from the WC#1 on an 8/64ths choke before watering out. The
Partners intend to increase the choke to 10/64ths to further
enhance the potential flow rate of the WC#3.
National Instrument 51-101 Technical Report
A National Instrument 51-101 ("NI 51-101") has been filed on
SEDAR for the Bivens Field and Wharton County Field. Upon acquiring
leases in the Lavaca County 3D seismic area, the Company will also
prepare a NI 51-101 report for the Lavaca County Project within 45
days of acquiring these leases.
The initial gross and net share of proved and probable reserves
and net share of the future net revenue before tax is summarized as
follows:
Proven and Probable Reserves
|
Light & Medium Oil |
Natural Gas |
Natural Gas Liquids |
Reserves |
100% |
Gross |
Net |
100% |
Gross |
Net |
100% |
Gross |
Net |
Category |
Mbbl |
Mbbl |
Mbbl |
MMcf |
MMcf |
MMcf |
Mbbl |
Mbbl |
Mbbl |
Proved Producing |
0 |
0 |
0 |
902 |
280 |
205 |
208 |
65 |
47 |
Proved Undeveloped |
0 |
0 |
0 |
3,947 |
1,226 |
895 |
784 |
244 |
178 |
|
Total Proved: |
0 |
0 |
0 |
4,850 |
1,506 |
1,099 |
992 |
308 |
225 |
Probable Undeveloped |
348 |
175 |
124 |
13,054 |
5,162 |
3,766 |
1,288 |
507 |
370 |
|
Total Proved + Probable: |
348 |
175 |
124 |
17,904 |
6,668 |
4,866 |
2,280 |
815 |
595 |
Net Revenue Before Tax
|
Discount Rate |
|
0% |
5% |
10% |
15% |
20% |
Category |
$M |
$M |
$M |
$M |
$M |
Proved Producing |
3,311 |
2,623 |
2,134 |
1,774 |
1,503 |
Proved Undeveloped |
12,914 |
8,150 |
5,335 |
3,602 |
2,495 |
|
Total Proved: |
16,224 |
10,773 |
7,469 |
5,377 |
3,999 |
Probable Undeveloped |
33,679 |
26,568 |
21,397 |
17,528 |
14,561 |
|
Total Proved + Probable: |
49,903 |
37,341 |
28,866 |
22,905 |
18,560 |
The results from this technical report provide the Company an
initial base to expand upon. The Company anticipates these numbers
will expand with the addition of the deep sands to be tested at the
Bivens Field in the third quarter of 2014 and an expanded
development plan at the Wharton County Field. The deep sands at
Bivens Field are the most productive in the trend as evidenced by
the over 20 MMBO and 64 BFC of historic production 8 miles to the
north of Bivens Field at Neale Field. In addition to the deep sands
at Bivens Field, the initial reserve numbers at the Wharton Field
only include the completion of a single development well whereas
the Partners believe 4-5 wells will be required to fully develop
the field.
Option to Merge
Westbridge is continuing to evaluate its option to merge with
Black Pearl as announced on November 27, 2013. Under the terms of
the merger option, Westbridge has 156 days remaining to exercise
its option to issue a total of 84.5 million shares to Black Pearl
or its nominees in exchange for 100% of the assets or shares of
Black Pearl. Upon consummation of the merger, the combined entity
would hold domestic US assets in Texas and Louisiana, international
assets in Namibia, and full access to 100,000 linear miles of 2D
seismic data licensed from ExxonMobil and 85 square miles of 3D
seismic in Lavaca County, Texas. The 2D data spans 7 states in the
US Gulf Coast region and has been used to identify over 500 drill
targets to date.
Upon exercise of the merger option, the completion of the merger
will be subject to conditions including, but not limited to:
- The completion of a definitive agreement;
- Completion of satisfactory due diligence on all legal,
financial, geological and technical documentation;
- TSX Venture Exchange approval; and
- Approval of the boards of Westbridge and Black Pearl.
Financing Update
As a condition to the completion of the acquisition of interests
from Black Pearl, the Company completed an initial tranche of its
non-brokered private placement (the "Private Placement") financing
of subscription receipts for gross proceeds of $2,069,570 by
issuing 34,492,833 subscription receipts at a price of $0.06 per
subscription receipt (the "Subscription Receipts"). Each
Subscription Receipt will now be exchanged into one unit of
Westbridge (a "Unit") comprising of one common share in the capital
of the Company (a "Share") and one common share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to acquire one
Share at a price of $0.09 for 24 months from the closing date on
December 17, 2013. 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. The common shares and warrants
issued are subject to a hold period expiring April 18, 2014.
Total commissions of $40,110 and 668,000 finder's warrants have
been paid by Westbridge to finders/agents as consideration for
arranging the initial tranche of the Private Placement. Each
finder's warrant entitles the holder to purchase one commons share
of Westbridge at a price of $0.09, subject to the same terms as the
Warrants. The finder's warrants and any shares acquired upon
exercise of the 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 near term.
Board and Management Appointments
Westbridge is also pleased to announce the formal appointment of
Mr. Michael Looney, President & CEO of Black Pearl to the board
of Westbridge and Mr. Darren Collins to the position of Vice
President, Business Development.
Mr. Michael Looney has over 38 years of experience as a
petroleum geologist and geophysicist with extensive experience
developing partner relationships, and directing exploration and
development efforts in the Gulf Coast states of the US. Prior to
Black Pearl, he worked for ExxonMobil, Hunt Energy, Terra
Resources, and Edge Petroleum. Mr. Looney formed his first company
in 1985 and is credited with over 500 BCF in discoveries. He holds
a Bachelors and Masters degree in geology from the University of
Texas at Austin.
Mr. Darren Collins is a corporate finance and business
development professional with experience at notable investment and
advisory firms in Toronto, Canada and London, United Kingdom. Over
the last 7 years, Mr. Collins has been involved with companies that
have completed more than a billion dollars worth of transactions in
the resource sector. He holds a Bachelor of Commerce degree in
finance from Dalhousie University.
Management Commentary
Mr. Tosan Omatsola, President & CEO of Westbridge, comments:
"The closing of this transaction with Black Pearl is the direct
result of the efforts of multiple parties and I would like to thank
all those involved in bringing this transaction together. I would
also like to welcome Michael to our board and Darren to our
management team. These additions will broaden the technical and
financial expertise of Westbridge and support the Company in
realizing its corporate objectives. The Company now moves forward
with launching work programs in Louisiana and Texas, evaluating its
option to merge with Black Pearl and securing a financial partner
for its assets in Namibia."
Mr. Michael Looney, CEO and President of Black Pearl, comments:
"Over the final quarter of 2013 and early in 2014, Black Pearl and
Westbridge have formed a strong business relationship as evidenced
by the completion of this transaction and our intentions to
complete a merger in 2014. As a shareholder of Westbridge and
representative of Black Pearl, I am also very pleased to officially
join the board of the Westbridge and look forward to being an
active participant in creating value for all parties involved in
this venture."
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 |
+1 604 638 9378 |
tomatsola@westbridgeweb.com |
|
Peter Henry |
Director |
+1 818 970 6940 |
phenry@westbridgeweb.com |
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.
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. 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.
Westbridge Energy CorporationTosan OmatsolaPresident and Chief
Executive Officer+1 604 638
9378tomatsola@westbridgeweb.comWestbridge Energy CorporationPeter
HenryDirector+1 818 970
6940phenry@westbridgeweb.comwww.westbridgeweb.com
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