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Westbridge Renewable Energy Corp. — Major Shareholding Notification 2021
Apr 21, 2021
43864_rns_2021-04-21_376efca2-796f-4162-971a-e89592083fee.pdf
Major Shareholding Notification
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NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
NEWS RELEASE SCOTT KELLY ACQUIRES SECURITIES OF WESTBRIDGE ENERGY CORPORATION
Toronto, Ontario, April 21, 2021 – Scott Kelly (the “ Acquirer ”) announces that he has indirectly acquired ownership and control of an aggregate of 2,000,000 subscription receipts (the “ Subscription Receipts ”) of Westbridge Energy Corporation (the “ Company ” or “ Westbridge ”) through joint actors, effective April 15, 2021 (the “ Acquisition ”).
The Subscription Receipts were issued in connection with the previously announced proposed business combination of the Company and Georgetown Solar Inc. (the “ Transaction ”). 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 common share of Westbridge (a “ 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 August 16, 2021, the closing price of the Westbridge Shares is equal to or exceeds $0.35 per share for any 10 trading days within any 30trading 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 Subscription Receipts represented approximately 13.7% of all issued and outstanding common shares (“ Shares ”) of the Company as of April 15, 2021 on a partially diluted basis, assuming conversion of the Subscription Receipts and exercise of the underlying Westbridge Warrants only, resulting in a corresponding change to the aggregate percentage ownership of the Company by the Acquirer and his joint actors. Immediately before the Acquisition, the Acquirer and his joint actors held an aggregate of 1,400,000 Shares and convertible securities entitling them to acquire an additional 900,000 Shares, representing approximately 7.3% of the issued and outstanding Shares (or approximately 11.6% of the issued and outstanding Shares assuming exercise of such convertible securities only), of which 900,000 convertible securities were held by the Acquirer directly (representing approximately 4.5% of the issued and outstanding Shares assuming exercise of such convertible securities only) and 1,400,000 Shares were held by a joint actor (representing approximately 7.3% of the issued and outstanding Shares). Immediately following the Acquisition, the Acquirer and his joint actors held an aggregate of 1,400,000 Shares and convertible securities entitling them to acquire an additional 3,900,000 Shares, representing approximately 7.3% of the issued and outstanding Shares (or approximately 23.2% of the outstanding Shares assuming conversion and exercise of such convertible securities only) of which 900,000 convertible securities were held by the Acquirer directly (representing approximately 4.5% of the issued and outstanding Shares) and 1,400,000 Shares and 3,000,000 convertible securities (comprised of the Subscription Receipts and underlying Westbridge Warrants) were held by the joint actors (representing approximately 7.3% of the issued and outstanding Shares, or
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approximately 20% of the issued and outstanding Shares assuming conversion and exercise of such convertible securities only).
The Subscription Receipts were acquired for consideration of at a price of $0.125 per Subscription Receipt, or aggregate proceeds of $250,000.
The Subscription Receipts were acquired from the Company directly and not through the facilities of any stock exchange. The holdings of securities of the Company by the Acquirer and his joint actors are managed for investment purposes, and the Acquirer and/or his joint actors could increase or decrease their respective investments in the Company at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor.
Additional Information
A copy of the applicable securities report filed in connection with the matters set forth above may be obtained by contacting: Scott Kelly, Suite 615, 800 West Pender Street, Vancouver, BC, V6C 2V6, Tel: 604 687-7767.