Vancouver, British Columbia, April 17, 2014 – Westbridge Energy Corporation (TSXV: WEB,OTC: 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
+1 604 638 9378 |