Westbridge Exercises Option to Merge with Black Pearl Holdings, LLC
and Proceeds with Share Consolidation
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 17, 2014) -
Westbridge Energy Corporation
(TSX-VENTURE:WEB)(PINKSHEETS:WEGYF)(FRANKFURT:PUQ1) ("Westbridge"
or the "Company") is pleased to announce it has exercised its
option to merge with Black Pearl Holdings, LLC ("Black Pearl" or
"BPH") as announced on November 27, 2013 and has also received
Exchange approval to proceed with its previously announced 4:1
share consolidation.
Merger of Westbridge and Black Pearl
The merger between Westbridge and Black Pearl will be completed
by Westbridge issuing to Black Pearl shareholders a total of
19,869,813 common shares of Westbridge. The shares will be issued
post-consolidation of the share capital of Westbridge.
Upon closing of the proposed merger, the combined entity will
hold:
- 56.45% operating interest in the Bivens Field, Beauregard
Parish, Louisiana;
- 70% operating interest after back-in rights in the Wharton
County Field, Wharton County, Texas;
- 100% interest in the 85 square mile Lavaca County 3D
survey;
- rights to utilize 100,000 linear miles of 2D seismic data
licensed from ExxonMobil; and
- a 75% and 80% operating interest in 2 licenses covering 22,484
square kilometers of offshore concessions in the Walvis Basin,
Namibia.
This transaction positions the combined entity as an emerging
oil and gas company with a pipeline of production and reserve
generating projects and considerable exploration upside derived
from over 500 leads and prospects generated from a dataset spanning
100,000 linear miles across the Gulf Coast of the US; and highly
prospective acreage in Namibia.
The form of the transaction will be determined after further
consultation with legal and tax advisers. The closing of the
proposed transaction will be subject to, among other matters, the
completion of an audit of the financial statements of BPH, the
execution of a definitive agreement, the approval of the TSX-V and
if required the shareholders of both companies. It is anticipated
the transaction will close on or before June 13, 2014.
Operational Update
It is anticipated that the work crew and STIMGun will arrive at
the Biven Fields to work over the Olympia Minerals #2 ("OM#2") well
this coming week. Weather conditions have delayed the previously
anticipated arrival.
Westbridge and Black Pearl have also received notice the work
crew and fracture equipment for the 11,300' sand of the Olympia
Minerals #1 ("OM#1") well at Bivens Field will be arriving in the
coming week. The well is currently being prepared for fracking.
Production results will be available several days after the
reperforating of OM#2 well and fracking of the OM#1 well have been
completed.
Share Consolidation
Westbridge Energy Corporation announces that it has received TSX
Venture Exchange approval for its 4:1 share consolidation announced
November 5, 2013. The Company's shares will trade on a
post-consolidated basis effective Monday, April 21, 2014. There is
no change in the trading symbol for Westbridge. The new CUSIP
number will be 957155203.
No fractional shares will be issued under the share
consolidation. Instead, all fractional shares resulting from the
consolidation of less than one-half will be rounded down to the
nearest whole number, and of one-half or greater will be rounded up
to the nearest whole number.
Letters of transmittal describing the process by which
shareholders may obtain new certificates representing their
consolidated common shares will be mailed shortly to registered
shareholders. Shareholders holding their shares through a broker or
other intermediary and consequently not having shares registered in
their name will not be required to complete a letter of
transmittal.
Following consolidation and subject to rounding, the Company
will have 30,993,022 (pre BPH merger) issued and outstanding common
shares. All outstanding incentive stock options and share purchase
warrants will be adjusted accordingly to reflect the share
consolidation.
Management Commentary
Mr. Tosan Omatsola, CEO and President of WEB, comments: "The
combination of Westbridge and Black Pearl moves forward our
collective interests in terms of building a leading exploration and
production company. Upon consummation of this transaction, our
management team and board believe the combined entity will be one
of the most unique junior oil and gas companies in the sector and
provide investors balanced exposure to the growth of production,
reserves and significant discovery potential."
Michael Looney, CEO and President of BPH, comments: "The merger
of Westbridge and Black Pearl stems from a strong working
partnership and the desire to align our interests with the
objective of creating a leading exploration and production company.
We look forward to consummating this merger and continuing to
secure the capital required to exploit the full potential of the
over 500 leads and prospects defined from the ExxonMobil
dataset."
About Black Pearl Holdings, LLC
Black Pearl Holdings, LLC is a Houston, Texas-based exploration
and production company with extensive experience in the generation
and development of oil & gas properties throughout the
continental United States. BPH's management team is comprised of
five highly seasoned industry professionals who possess over 150
years of combined oil and gas experience.
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
or
Darren Collins, Vice President, Business Development
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 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, labor, 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.
Westbridge Energy CorporationTosan OmatsolaPresident and Chief
Executive Officer+1 604 638
9378tomatsola@westbridgeweb.comWestbridge Energy CorporationDarren
CollinsVice President, Business Development+1 604 638
9378dcollins@westbridgeweb.comwww.westbridgeweb.com
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