West Mountain Announces Proposed Transaction with Reignwood International Investment (Group) Company Limited

West Mountain Capital Corp.  (the "Company" or "West Mountain") (TSX
VENTURE:WMT) announces that it has entered into negotiations with Reignwood
International Investment (Group) Company Limited ("Reignwood") in relation to a
non-binding term sheet that sets out the basic terms and conditions of a
proposed private placement (collectively, the "Proposed Private Placement"). The
terms of the Proposed Private Placement are anticipated to be as follows: (a)
the purchase by Reignwood Holdings Hong Kong Limited ("Reignwood Hong Kong") of
6,800,000 common shares in the capital of the Company (the "Common Shares") at a
price of $0.32 per Common Share in consideration of the payment of $2,176,000 in
cash to the Company; (b) the purchase by Reignwood Hong Kong of an unsecured
convertible debenture of the Company in the principal amount of $10,068,028 (the
"Convertible Debenture"); and (c) the purchase by Reignwood Hong Kong of 82
common shares (the "PS2 Common Shares") of the Company's wholly-owned subsidiary
Phase Separation Cayman Limited ("PS2 Cayman") at a price of $17,550 per PS2
Common Share in consideration of the payment of USD$1,755,000 in cash to PS2
Cayman, for aggregate proceeds of approximately $14,000,000. The Convertible
Debenture is anticipated to have a term of 12 months, bear interest at the rate
of 3.5% per annum and be convertible into Common Shares at the conversion price
of $0.42 per Common Share. PS2 Cayman owns Phase Separation Solutions Hong Kong
Limited and Shanghai Phase Separation Environmental Technology Co., Ltd., the
entities through which the Company presently operates in China. The proceeds of
the Proposed Private Placement with Reignwood will be used to repay outstanding
bank indebtedness, to underwrite the build-out of West Mountain's business plan
in China and for general operating purposes. 


Although the Company is optimistic that the non-binding term sheet will be
entered into, there is no certainty that the Proposed Private Placement will be
completed on the terms as set out herein or at all. 


It is presently contemplated by the parties to the negotiations that upon
completion of the Proposed Private Placement, Reignwood Hong Kong will own 9.9%
of the outstanding Common Shares of West Mountain, will own Convertible
Debentures that may be converted into additional Common Shares equal to 35% of
the outstanding Common Shares of West Mountain and own 45% of the outstanding
Common Shares of PS2 Cayman. It is also contemplated that as part of the
Proposed Private Placement Reignwood Hong Kong will be provided with the right
to nominate one director to the board of directors of the Company (the "Board"),
with such person to be acceptable to the TSXV. This right is to survive for as
long as Reignwood Hong Kong holds more than 5% of the outstanding Common Shares.
In addition, should Reignwood Hong Kong exercise its right to convert the
Convertible Debentures it will have the right to nominate one additional
director to the Board, with such person to be acceptable to the TSXV. This right
is to survive for as long as Reignwood Hong Kong holds more than 30% of the
outstanding Common Shares. 


In addition to conditions customary for transactions of this nature, the
completion of the Proposed Private Placement is conditional upon the following:
(a) the entering into of definitive binding agreements providing for the various
transactions that comprise the Proposed Private Placement; and (b) the Company
receiving all necessary regulatory consents or approvals, including approval by
the TSX Venture Exchange ("TSXV") of the Proposed Private Placement. The Company
hereby reserves the price of $0.32 for the Proposed Private Placement.


Joint Venture 

On May 23, 2013 the Company announced that it had selected a financial partner
for the Chinese market by entering into a joint venture agreement with
Reignwood. The Company and Reignwood intended to incorporate a jointly owned
corporation named Reignwood Environmental that will engage in the environmental
business of site remediation, brownfield redevelopment, oily sludge treatment
and other business opportunities identified by the Company and Reignwood. 


The joint venture agreement contemplates that Company will contribute its
existing China-based projects, clean technology and know-how to Reignwood
Environmental and that Reignwood will provide Reignwood Environmental with the
financing and marketing strength that will allow it to carry out the Company's
China-based business plan. Reignwood Environmental is to be owned as to 55% by
the Company and as to 45% by Reignwood.  


The joint venture is subject to the execution of a definitive joint venture
agreement and the acceptance of the TSXV. The definitive joint venture agreement
remains under negotiation and expected to be finalized and executed by the
parties on or before August 15, 2013.  


In negotiating the above noted Private Placement it is now the intention of the
parties to, if the transaction closes, to use Shanghai Phase Separation
Environmental Technology Co., Ltd. for this purpose and rename that company
Reignwood Environmental.


Reignwood 

Reignwood is a private company with investments in a number of diversified
industries including consumer goods, health & wellness, financial services, real
estate, aviation, energy and environmental. Reignwood is most well known as the
exclusive licensee of Red Bull in China and owner of the Fairmont Beijing.
Reignwood currently controls assets totalling approximately US$6.0 billion.


Private Placement of Units 

The Company anticipates that it will soon complete the private placement of
Units described in its news release of June 18, 2013 for maximum proceeds of
$1.25 million. Each Unit will be comprised of one 10% convertible unsecured
subordinated debenture in the total principal amount of C$1,000.00 (a
"Debenture") and 3,125 common share purchase warrants (each such warrant, a
"Warrant"). The Debentures will have a term of two years, subject to prepayment
rights in certain circumstances, and will be convertible into common shares
("Common Shares") of the Company at the conversion price of $0.32 per share.
Each Warrant will entitle the holder thereof to purchase one Common Share of the
Company (a "Warrant Share") at a price of $0.32 per Warrant Share at any time
prior to 4:30 p.m. (Calgary time) on the date that is two years from the date of
the issuance of the Units. It is not anticipated that any new insiders will be
created, nor that any change of control will occur, as a result of the private
placement of Units. It is presently anticipated that insiders of the Company
will comprise the majority of the investors participating in the private
placement of Units. Net proceeds of the private placement will be used for
general working capital purposes. Completion of the financing is subject to
receipt all customary regulatory approvals, including approval of the TSX
Venture. 


About West Mountain 

West Mountain is an established Canadian environmental solutions company
specializing in the thermal treatment of a variety of hazardous and
non-hazardous waste streams. It employs a unique indirectly heated, closed loop
technology that allows it to extract even the most hazardous contaminants from
soil, industrial sludge, pharmaceutical waste and consumer waste streams
converting much of it into reusable oil and synthetic natural gas that it uses
to sustain the process. This methodology offers significant opportunity for
greenhouse gas reduction over traditional hazardous waste destruction
technologies. The Company's management team maintains expertise in hazardous
waste management, Brownfield remediation and pharmaceutical waste management
with experience spanning North America and 15 countries internationally.


Forward-Looking Statements 

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking information or
statements. In particular, this news release contains forward-looking
information regarding the Proposed Private Placement, the proposed joint venture
with Reignwood, the private placement of Units and the use of the proceeds
received through the issuance of treasury securities. The forward-looking
statements and information are based on certain key expectations and assumptions
made by West Mountain, including expectations and assumptions concerning the
completion of the transactions described in this news release. Although West
Mountain believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward-looking statements and information
because West Mountain can give no assurance that they will prove to be correct.
There is no assurance that the Proposed Private Placement or any of the other
transactions described in this news release will be completed on the terms set
out in this news release or at all. 


Since forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors and risks. Factors which could materially affect such
forward-looking information include the failure to enter into definitive
agreements that provide for the transactions described in this news release and
other factors that are described in the risk factors in the Company's most
recent annual management's discussion and analysis that is available on SEDAR at
www.sedar.com. The forward-looking statements included in this news release are
expressly qualified by this cautionary statement. The forward-looking statements
and information contained in this news release are made as of the date hereof
and West Mountain undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. 


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts the
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
West Mountain Capital Corp.
Mr. Paul Antle
President and CEO
709 726 0336
pantle@phaseparation.com
http://www.phaseparation.com
West Mountain Environmental (TSXV:WMT)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024