VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug 26, 2013) - RockBridge Resources Inc. ("RockBridge" or the "Company") (TSX VENTURE:RBE) announces that it has entered into a subscription agreement, dated August 23, 2013, with Westlake Capital Ltd. ("Westlake"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), for a private placement of 3,100,000 RockBridge units (the "Units"), at a price of $0.05 per Unit (the "Westlake Private Placement"). Each Unit 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 as described below.
In order to facilitate the Westlake Private Placement and the other financing described below, the shares of RockBridge are to be consolidated on the basis of four (4) current shares for one (1) post consolidation share. The completion of the share consolidation is subject to approval of the Exchange, having been previously approved by the shareholders of RockBridge.
The Units in the Westlake Private Placement form part of Westlake's Qualifying Transaction pursuant to the capital pool company policy of the Exchange and will be distributed to the Westlake shareholders. Thereafter, Westlake will be delisted from the Exchange and dissolved. 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 the Units distributed to Westlake's shareholders will be subject to a statutory four month hold period. These transactions are subject to Exchange approval and approval by the Westlake shareholders.
The Westlake Private Placement and Westlake's Qualifying Transaction are non-arm's length transactions 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.
RockBridge also announces that it will be conducting a second private placement, non-brokered, subject to Exchange approval, of up to 3,100,000 units of RockBridge at $0.05 each. These units will consist of one common share and one share purchase warrant exercisable over 18 months at $0.10 per share in the first 12 months and at $0.15 per share in the final 6 months, all on a post consolidation basis as described above. Finder's fees, subject to Exchange approval, of 10% will be paid on this financing to investment dealers or other qualified finders, with 10% brokers' warrants to brokers. Each broker's warrant will be exercisable over 18 months at $0.10 per share in the first 12 months and at $0.15 per share in the final 6 months.