VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/26/13 -- Westlake Capital Ltd. ("Westlake" or the "Company") (TSX VENTURE: WLK.P), a capital pool company, is pleased to announce that it has entered into a subscription agreement, dated August 23, 2013, (the "Agreement") with RockBridge Resources Ltd. ("RockBridge") for a private placement (the "Private Placement"). Pursuant to the terms of the Agreement, Westlake will purchase approximately 3,100,000 units of RockBridge (the "RockBridge Units") at a price of $0.05 per unit, for aggregate consideration of approximately $155,000 in cash. Each RockBridge Unit shall consists of one common share and one share purchase warrant exercisable for one year at $0.10 per share, all on a post consolidation basis following a consolidation of RockBridge's common shares of four (4) current issued shares for one (1) post consolidation share. Westlake anticipates it will invest all of its available cash reserves in the purchase of the Rockbridge Units, except for such amounts as are necessary to pay current and anticipated payables and the costs of the dissolution described below.
Following the completion of the Private Placement, Westlake will undertake the necessary steps to allow it to distribute the RockBridge Units pro rata to the shareholders of Westlake (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). Any RockBridge Units distributed to the shareholders of Westlake who are currently holding their shares of Westlake in escrow, will continue to be held in escrow. It is anticipated that all RockBridge Units distributed to Westlake's shareholders will be subject to a statutory four month hold period.
Westlake intends to make the Private Placement and subsequent Distribution and Dissolution its proposed "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"). RockBridge does not anticipate any new Control Person (as such term is defined in Exchange policies) will be created in connection with the Private Placement.
The Qualifying Transaction is a non-arm's length transaction for the purposes of the Exchange as the parties have 2 common directors and officers, being Steve Mathiesen, a director and the CEO of both Westlake and RockBridge, and Gary Mathiesen, a director of Westlake and the CFO of both Westlake and RockBridge. Steve Mathiesen currently holds or controls 1,561,001 shares of Westlake and Gary Mathiesen holds 400,000 shares, out of the current 4,400,001 total outstanding Westlake shares. Steve Mathiesen currently holds or controls 2,298,646 shares of RockBridge, Gary Mathiesen holds or controls 1,253,829 shares of RockBridge, and together they jointly control a further 3,277,329 shares, out of the 51,573,656 total current outstanding RockBridge shares.
RockBridge is a junior oil and gas company trading on the Exchange under the symbol "RBE". It has 25% to 95% working interests in 6 producing oil and gas wells in Alberta, together with a 1% interest in the producing Woodrush project in BC and various interests in non-operating projects in Alberta. RockBridge, having completed an acquisition in July 2013, is now focussed on making further acquisitions of producing oil and gas properties in Western Canada. It currently has very good cash flow and the net proceeds of the Private Placement will be primarily utilized to support RockBridge's ongoing acquisition strategy and for working capital.
The closing of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, the receipt of all requisite regulatory approvals, including final Exchange acceptance, and the approval of Westlake's shareholders. The Exchange's final acceptance of the Qualifying Transaction will be conditional, among other things, upon receipt of the majority of minority shareholder approval of the Qualifying Transaction and the shareholder approval of the Dissolution by an ordinary resolution. For this purpose, Westlake will schedule an extraordinary meeting of its shareholders. The proposed Qualified Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Westlake and RockBridge anticipate completing the Private Placement in October within five business days following receipt of the necessary shareholder approval, after which Westlake will commence the Distribution and the Dissolution.
ON BEHALF OF THE BOARD
WESTLAKE CAPITAL LTD.
Steve Mathiesen, President and CEO
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.
Westlake Capital Ltd.
President and CEO
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