VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 10/23/13 -- Westlake Capital Ltd. ("Westlake" or the "Company") (TSX VENTURE: WLK.P) is pleased to announce that, subject to the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the "Exchange"), Westlake has completed the previously announced private placement pursuant to which Westlake acquired 3,100,000 units of RockBridge Resources Ltd. ("RockBridge") at a price of $0.05 per unit. Each unit comprised one RockBridge common share ("RockBridge Common Share") and one RockBridge warrant ("RockBridge Warrant") exercisable to acquire one additional RockBridge common share for one year at $0.10 per common share. The RockBridge Common Shares and RockBridge Warrants will be subject to a hold period of 4 months from the date of issue.
The transaction constitutes Westlake's Qualifying Transaction pursuant to the policies of the Exchange.
Olympia Trust Company, the transfer agent for Westlake, distributed the RockBridge Common Shares and RockBridge Warrants to the Westlkade shareholders of record as of September 9, 2013 on a pro-rata basis as a return of capital. Each shareholder of Westlake will receive 0.704545 RockBridge Common Shares and an equal number of RockBridge Warrants for every share of Westlake held as of the record date. Of the RockBridge Common Shares and RockBridge Warrants distributed, 1,731,771 RockBridge Common Shares and an equal number of RockBridge Warrants have been deposited in escrow with Olympia Trust Company. These escrowed RockBridge Common Shares and RockBridge Warrants replace the Westlake shares held by the Westlake seed investors which were held in escrow pursuant to the policies of the Exchange.
The common shares of Westlake will be delisted from the Exchange and Westlake will complete a voluntary dissolution as soon as practicable.
Further details of the transaction, the return of capital and the subsequent dissolution of Westlake can be found in the management information circular of Westlake dated September 25, 2013 which is available at www.SEDAR.com.
Statements in this press release regarding the Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 management information circular 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD
WESTLAKE CAPITAL LTD.
Steve Mathiesen, President and CEO
Westlake Capital Ltd.
President and CEO