CALGARY, ALBERTA -- (Marketwired) -- 07/17/13 -- West Mountain Capital Corporation (TSX VENTURE: WMT) (the "Corporation" or "WMT") is pleased to announce that it has completed a non-brokered private placement ("Private Placement") of 790 units ("Units") for gross proceeds of $790,000. Each Unit is comprised of one 10% convertible unsecured subordinated debenture in the total principal amount of C$1,000 (a "Debenture") and 3,125 common share purchase warrants (each such warrant, a "Warrant").
The Debentures have a term of two years, subject to prepayment rights in certain circumstances, and will be convertible into common shares ("Common Shares") of the Corporation at the conversion price of $0.32 per share. Each Warrant entitles the holder thereof to purchase one Common Share of the Corporation (a "Warrant Share") at a price of $0.32 per Warrant Share at any time prior to 4:30 p.m. (Calgary time) on the date that is two years from the date of the issuance of the Units.
The Debentures, Warrants and the Warrant Shares of the Corporation shall be subject to a statutory four-month hold period from the date of closing. Net proceeds of the private placement will be used for general working capital purposes.
Completion of the financing is subject to final TSX Venture Exchange approval.
Insiders of the Corporation subscribed for an aggregate of 665 Units, comprised of Debentures in the total aggregate principal amount of $665,000 and an aggregate of 2,078,125 Warrants. The Corporation has determined that there are exemptions available from the various requirements of the TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these Units (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization).
Further to disclosure requirements of applicable securities laws, Mr. Paul Antle of St. John's, Newfoundland and Labrador reports that his wholly-owned corporation, Pluto Investments Inc. has purchased 100 Units pursuant to the financing. Prior to the transaction, Mr. Antle owned and controlled 6,225,610 Common Shares representing approximately 16.4% of the issued and outstanding Common Shares. On a diluted basis, should Mr. Antle exercise all of his 312,500 Warrants and convert his Debentures in the principal amount of $100,000, he would have ownership and control over 6,850,610 Common Shares representing approximately 17.8% of the issued and outstanding Common Shares.
Mr. Stephen Clarke of Delta, B.C. reports that he purchased 25 Units pursuant to the financing. Prior to the transaction, Mr. Clarke owned and controlled 4,817,890 Common Shares representing approximately 12.7% of the issued and outstanding Common Shares. On a diluted basis, should Mr. Clarke exercise all of his 62,500 Warrants and convert his Debentures in the principal amount of $20,000, he would have ownership and control over 4,942,890 Common Shares representing approximately 13.0% of the issued and outstanding Common Shares.
Golden Opportunities Fund Inc. ("GOF") of Saskatoon, Saskatchewan reports that it purchased 395 Units pursuant to the financing. Prior to the transaction, GOF owned and controlled 12,842,333 Common Shares. On a diluted basis, should GOF exercise all of its 1,234,375 Warrants and convert its Debentures in the principal amount of $395,000, it would have ownership and control over 15,311,083 Common Shares representing approximately 37.9% of the issued and outstanding Common Shares.
Mr. Antle, Mr. Clarke and GOF acquired the Units for investment purposes. Presently, neither Mr. Antle, Mr. Clarke nor GOF has any intention of acquiring any further securities of the Corporation. Mr. Antle, Mr. Clarke and GOF may each acquire ownership of or control over further securities of the Corporation in the future depending on market circumstances. The Units issued pursuant to the Private Placement were distributed pursuant to the exemptions from the prospectus and registration requirements set out in sections 2.3 and 2.5 of National Instrument 45-106 - Prospectus and Registration Exemptions. Copies of Mr. Antle, Mr. Clarke and GOF's Early Warning Reports will be available on SEDAR.
WMT is an established Canadian environmental solutions company specializing in the thermal treatment of a variety of hazardous and non-hazardous waste streams. It employs a unique indirectly heated, closed loop technology that allows it to extract even the most hazardous contaminants from soil, industrial sludge, pharmaceutical waste and consumer waste streams converting much of it into reusable oil and synthetic natural gas that it uses to sustain the process. This methodology offers significant opportunity for greenhouse gas reduction over traditional hazardous waste destruction technologies. WMT's management team maintains expertise in hazardous waste management, Brownfield remediation and pharmaceutical waste management with experience spanning North America and 15 countries internationally.
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", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking information regarding the use of the proceeds of the financing. The forward-looking statements and information are based on certain key expectations and assumptions made by West Mountain, including expectations and assumptions concerning the completion of the proposed financing. Although West Mountain 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 West Mountain can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis that is available on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and West Mountain undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.
Mr. Paul Antle
President and CEO
709 726 0336
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