On May 23, 2013 the Company announced that it had selected a financial partner for the Chinese market by entering into a joint venture agreement with Reignwood. The Company and Reignwood intended to incorporate a jointly owned corporation named Reignwood Environmental that will engage in the environmental business of site remediation, brownfield redevelopment, oily sludge treatment and other business opportunities identified by the Company and Reignwood.
The joint venture agreement contemplates that Company will contribute its existing China-based projects, clean technology and know-how to Reignwood Environmental and that Reignwood will provide Reignwood Environmental with the financing and marketing strength that will allow it to carry out the Company's China-based business plan. Reignwood Environmental is to be owned as to 55% by the Company and as to 45% by Reignwood.
The joint venture is subject to the execution of a definitive joint venture agreement and the acceptance of the TSXV. The definitive joint venture agreement remains under negotiation and expected to be finalized and executed by the parties on or before August 15, 2013.
In negotiating the above noted Private Placement it is now the intention of the parties to, if the transaction closes, to use Shanghai Phase Separation Environmental Technology Co., Ltd. for this purpose and rename that company Reignwood Environmental.
Reignwood is a private company with investments in a number of diversified industries including consumer goods, health & wellness, financial services, real estate, aviation, energy and environmental. Reignwood is most well known as the exclusive licensee of Red Bull in China and owner of the Fairmont Beijing. Reignwood currently controls assets totalling approximately US$6.0 billion.
Private Placement of Units
The Company anticipates that it will soon complete the private placement of Units described in its news release of June 18, 2013 for maximum proceeds of $1.25 million. Each Unit will be comprised of one 10% convertible unsecured subordinated debenture in the total principal amount of C$1,000.00 (a "Debenture") and 3,125 common share purchase warrants (each such warrant, a "Warrant"). The Debentures will have a term of two years, subject to prepayment rights in certain circumstances, and will be convertible into common shares ("Common Shares") of the Company at the conversion price of $0.32 per share. Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (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. It is not anticipated that any new insiders will be created, nor that any change of control will occur, as a result of the private placement of Units. It is presently anticipated that insiders of the Company will comprise the majority of the investors participating in the private placement of Units. Net proceeds of the private placement will be used for general working capital purposes. Completion of the financing is subject to receipt all customary regulatory approvals, including approval of the TSX Venture.
About West Mountain
West Mountain 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. The Company'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 Proposed Private Placement, the proposed joint venture with Reignwood, the private placement of Units and the use of the proceeds received through the issuance of treasury securities. 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 transactions described in this news release. 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. There is no assurance that the Proposed Private Placement or any of the other transactions described in this news release will be completed on the terms set out in this news release or at all.
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 include the failure to enter into definitive agreements that provide for the transactions described in this news release and other factors that 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. 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.
West Mountain Capital Corp.
Mr. Paul Antle
President and CEO
709 726 0336
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