West Mountain Announces Proposed Private Placement
Calgary, Alberta – West Mountain Capital Corporation (the “Corporation” or “WMT”) announces that it intends to complete a non-brokered private placement of units (“Units”) for maximum proceeds of $1,250,000. 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 Corporation at the conversion price of $0.32 per share. Each Warrant will entitle the holder thereof to purchase one Common Share of the Corporation (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. Insiders of the Corporation have indicated they will participate in the proposed private placement. The Debentures, Warrants and the Warrant Shares of the Corporation shall be subject to a statutory four-month hold period from the date of closing. Net proceeds of the private placement will be used for general working capital purposes. Completion of the financing is subject to receipt all normal regulatory approvals, including approval of the TSX Venture.
On May 23rd, 2013 WMT announced that it had selected a financial partner for the Chinese market by entering into a joint venture agreement with The Reignwood Group of Beijing, China (“Reignwood”). The Corporation and Reignwood intend 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 WMT and Reignwood.
The joint venture agreement contemplates that WMT will contribute its existing Chinabased 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 WMT’s China-based business plan. Reignwood Environmental is to be owned as to 55% by WMT 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 TSX Venture Exchange. The definitive joint venture agreement is expected to be finalized and executed by the parties on or before July 15, 2013.
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.
Update on Chinese Operations
In China, the Corporation is focused on the thermal treatment of contaminated soil and the recovery of oil from oily sludge waste. WMT operates through three commercial ventures, each with a Chinese business partner that has established relationships within that market. Pursuant to these ventures, the Corporation is currently generating revenue treating contaminated soil, completing the build-out of a oily sludge recovery facility and commencing the construction of a second oily sludge recovery facility.
WMT – NIES Strategic Agreement
The Corporation is party to a Strategic Cooperation Agreement with the Nanjing Institute of Environmental Sciences (“NIES”) of the State Environmental Protection Agency, Ministry of Environmental Protection for the People’s Republic of China. Under this agreement the parties mutually funded the construction, commissioning and testing of one Thermal Phase Separation (“TPS”) unit in China for treating contaminated soil. Testing was successfully completed in June 2012 and subsequently NIES introduced WMT to Hangzhou Dadi Environmental Co. Ltd. (Dadi). In October 2012 WMT entered into a subcontract arrangement with Dadi to treat 33,000 tonnes of pesticidecontaminated soil as a commercial demonstration of the TPS technology.
The project is located in the city of Hangzhou. Dadi’s contract for the entire project involves the remediation of approximately 160,000 tonnes of contaminated soil, Dadi may offer the Corporation additional volumes of soil to treat before or following the treatment of the initial 33,000 tonnes. The Corporation commenced work on the project in December 2012 and it is expected that the project will conclude on or about December 31, 2013.
Dadi is a highly recognized environmental remediation contractor in China and is currently in discussions with the Corporation to jointly pursue additional remediation projects throughout Zhejiang and Jiangsu provinces.
WMT – Nahai Joint Venture
The Corporation is a 50:50 equity partner in a Sino-foreign joint venture Corporation with Zhoushan Nahai Solid Waste Central Disposal Co. Ltd. (“Nahai”) of Zhoushan, Zhejiang Province, China. The WMT-Nahai Joint Venture is designing, engineering, constructing and will operate an oily sludge waste recovery facility in Zhoushan, Zhejiang Province to receive, process and recover oil from oily sludge waste generated from oil storage operations and oil tanker cleaning activities in that region. The facility has a processing capacity of 50,000 tonnes of oily sludge per year, is currently under construction and is expected to commence commercial operations by Q4, 2013. The Corporation is currently in discussions with Nahai to reduce WMT’s equity position from 50% to 30%, reducing the amount of capital required for the project and allowing the Corporation better flexibility in managing its other projects.
WMT – Huafu Subcontract
In November 2012 the Corporation entered into a 10-year subcontract agreement with Liaoning Huafu Environmental Engineering Co. Ltd. (“Huafu”) to treat non-hazardous sludge waste generated by the Changqing Oil Corporation in Changqing, Shanzxi Province. Huafu is a leading oilfield service company with extensive knowledge and experience in waste management and environmental services. Since entering into that subcontract the scope of work has expanded and the Corporation has been requested to enhance its role in the overall waste management contract. As such the Corporation and Huafu have entered formal discussions to incorporate a Sino-foreign joint venture corporation. Work on the fabrication of the sludge treatment equipment and facility commenced in February 2013 and is expected to be operational in Q4, 2013.
WMT 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. WMT’s management team maintains expertise in hazardous waste management, Brownfield remediation and pharmaceutical waste management with experience spanning North America and 15 countries internationally.
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 the issuance of convertible debentures and the use of the proceeds therefrom. 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 proposed financing. 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.
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. Such factors may include the failure to successfully market the Debentures and failure to satisfy certain conditions in connection with the issuance of the Debentures. Other factors which could materially affect such forward-looking information 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. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forwardlooking 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.
For Inquires Contact
West Mountain Capital Corp.
Mr. Paul Antle
President and CEO
709 726 0336
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