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VANCOUVER, BC / ACCESSWIRE / April 9, 2021 / Westbridge Energy Corporation (TSXV:WEB.H) ('Westbridge' or the 'Company') is pleased to provide an update with respect to its previously announced proposed business combination (the 'Transaction') with Georgetown Solar Inc. ('Georgetown').
As previously announced, it is intended that the Transaction will result in the reactivation of the Company pursuant to the regulations of the TSX Venture Exchange (the 'TSXV'), and the listing of the common shares of Westbridge on Tier 1 or 2 of the TSXV. In furtherance of the foregoing, the Company has completed a series of initial submissions to the TSXV, which are currently under review.
As a condition of the closing of the Transaction, Westbridge shall complete a best efforts private placement (the 'Private Placement') of subscription receipts ('Subscription Receipts') at a price of $0.125 per Subscription Receipt to raise minimum aggregate gross proceeds of $2,500,000. Each Subscription Receipt will automatically convert immediately prior to the closing of the Transaction, for no additional consideration, into one unit (a 'Westbridge Unit') comprised of one Westbridge Share and one-half of one share purchase warrant (each whole such share purchase warrant, a 'Westbridge Warrant'). Each Westbridge Warrant shall entitle the holder thereof to purchase one additional Westbridge Share at an exercise price of $0.20 for a period of two years from the date of issuance of the Westbridge Warrants, provided that in the event that, at any time following the date which is four months and a day following the closing of the Private Placement, the closing price of the Westbridge Shares is equal to or exceeds $0.35 per share for any 10 trading days within any 30-trading day period (which, for greater certainty, includes any period prior to the closing of the Transaction), Westbridge may accelerate the expiry date of the outstanding Westbridge Warrants by providing 10 days' notice pursuant to the dissemination of a press release announcing such accelerated expiry date.
The gross proceeds of the Private Placement will be deposited in escrow at closing of the Private Placement with a mutually acceptable escrow agent and released to Westbridge immediately prior to the closing of the Transaction, provided that if the closing is not completed on or prior to June 30, 2021 (or such other date as may be agreed upon by the parties), the Subscription Receipts will be cancelled and the escrowed proceeds shall be returned to the purchasers thereof. In connection with the Private Placement, Westbridge may pay finder's fees and/or issue broker warrants to qualified registrants, in amounts and upon terms yet to be determined. The Private Placement is presently anticipated to close on or about April 16, 2021.
In addition, as a condition to the closing of the Transaction, Georgetown was required to issue convertible debentures in the aggregate principal amount of $350,000 which shall, as of closing of the Transaction, be automatically converted into Westbridge Units at a deemed price of $0.125 per Westbridge Unit (the 'Debenture Financing'). The Debenture Financing was completed effective March 18, 2021.
Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV approval. The Transaction cannot close until all required regulatory approvals are is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
On behalf of the Board of Directors
Scott Kelly, CEO
Westbridge Energy Corporation
Neither the 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.
This news release contains statements about the Company's expectations regarding the proposed Transaction of the Company and the Private Placement which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive and social uncertainties; and the delay or failure to receive all applicable regulatory and third party approvals, and availability of financing. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
SOURCE: Westbridge Energy Corporation
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