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WLK.P Westlake Capital Ltd

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Westlake Capital Ltd TSXV:WLK.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Westlake Announces Qualifying Transaction

26/08/2013 2:00pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Westlake Capital Ltd.
Steve Mathiesen
President and CEO
(604) 687-1550

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