Filed Pursuant to Rule 424(b)(3)
Registration No. 333-120659
PROSPECTUS SUPPLEMENT NO. 2,
DATED JUNE 21, 2005
(To Prospectus dated January 12, 2005)
WESTSIDE ENERGY CORPORATION
4400 Post Oak Parkway, Suite 2530
Houston, TX 77027
(713) 979-2660
17,772,077 Shares of Common Stock
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This prospectus supplement supplements the prospectus of Westside
Energy Corporation (the "Company") dated January 12, 2005 (the "Prospectus"),
and should be read in conjunction with the Prospectus. This prospectus
supplement describes (a) a certain re-issuance of shares initially held by a
selling stockholder named in the Prospectus, (b) a transfer of shares initially
held by another selling stockholder named in the Prospectus, and (c) revisions
to certain footnotes to the table of selling stockholders contained in the
section of the Prospectus captioned "Selling Stockholders." This prospectus
supplement must be delivered with the Prospectus.
SELLING STOCKHOLDERS
Afton Capital Management, LLC ("ACM") was listed as a selling
stockholder in the Prospectus and as a holder of 350,000 shares of Common Stock
covered by the Prospectus. ACM is the general partner of each of Peregrine
Limited Partnerships, Merlin Limited Partnerships, and Condor Limited
Partnerships (singly a "Partnership," and collectively the "Partnerships"). ACM
requested that the Company re-issue the 350,000 shares separately in the names
of the Partnerships in the denominations set forth herein. ACM has indicated
that it originally intended that the 350,000 shares be issued in the separate
names of the Partnerships rather than in its own name and that the Partnerships
separately remitted funds for the shares they were to have received.
North Sound Legacy Fund LLC ("NSL") was listed as a selling stockholder
in the Prospectus and as a holder of 20,000 shares of Common Stock covered by
the Prospectus. North Sound Capital LLC ("NSC") is the managing member of NSL.
NSL has indicated that it sold pursuant to the Prospectus 1,500 of its 20,000
shares of Common Stock covered by the Prospectus. NSC has requested that its
remaining 18,500 covered by the Prospectus be transferred to North Sound Legacy
Institutional Fund LLC ("NSLIF"), a related entity for which NSC serves as
managing member and which had 280,000 shares of its own covered by the
Prospectus. NSLIF has indicated that it sold pursuant to the Prospectus 21,000
of its 280,000 shares of Common Stock covered by the Prospectus.
As a result of the re-issuance and transfer described above, the table
of selling stockholders contained in the section of the Prospectus captioned
"Selling Stockholders" is supplemented (a) to delete the listing of ACM and (in
place thereof) to include the information set forth immediately below with
regard to the Partnerships, and (b) to delete the listing of NSL and to revise
the information pertaining to NSLIF, with footnotes (3) and (15) being revised
as indicated below:
Beneficial Ownership
Stockholder Prior to Offering*
North Sound Legacy Institutional Fund LLC 277,500(3)(22)
Peregrine Limited Partnerships 46,003(3)(26)
Merlin Limited Partnerships 79,089(3)(26)
Condor Limited Partnerships 224,908(3)(26)
(3) These shares were issued on or about November 2, 2004 in a private placement
to a total of 50 investors of an aggregate of 10,000,000 shares of the Company's
common stock, $.01 par value, at a price of $2.00 per share. The issuances of
the common stock in this placement are claimed to be exempt pursuant to Rule 506
of Regulation D under the Act. No advertising or general solicitation was
employed in offering these securities. The offering and sale was made only to
accredited investors, and subsequent transfers were restricted in accordance
with the requirements of the Act.
(15) The Company has been advised that Wellington Management Company, LLP
("WMC"), a registered investment adviser, has shared voting power and shared
investment power over the shares separately held by WTC-CTF Energy Portfolio,
Spindrift Partners, LP, General Mills Group Trust, General Mills VEBA& American
Federation of Grain Millers Health & Wellness Plan, and Spindrift Investors
(Bermuda) L.P. WMC is deemed to have shared voting power and shared investment
power with the preceding entities themselves with respect to the shares
separately held by them.
(22) The Company has been advised that Thomas E. McAuley has sole voting power
and sole investment power over these shares.
(26) The Company has been advised that Coy Monk has sole voting power and sole
investment power over these shares.
* Reflects ownership as of June 21, 2005.
Other than for ACM and NSL, no selling stockholder is being omitted from
the Prospectus as hereby supplemented.
The date of this Prospectus Supplement is June 21, 2005.