Windfire Capital Corp.
TSX VENTURE : WIF.P

March 30, 2010 19:11 ET

Windfire Capital Corp. Announces Letter of Intent

CALGARY, ALBERTA--(Marketwire - March 30, 2010) - Mr. Gerrit Langejans, President of Windfire Capital Corp. (TSX VENTURE:WIF.P) (the "Corporation" or "Windfire"), a capital pool company, announces it has entered into a Letter of Intent made March 15, 2010 regarding a proposed transaction with Windfire Resources Ltd. ("Windfire"), a privately held company incorporated under the Business Corporations Act (Alberta) which operates as an oil and gas exploration and development company. The Corporation intends that the transaction (the "Transaction") with Windfire will constitute its "Qualifying Transaction" for the purposes of Policy 2.4 of the TSXV.

Under the Transaction, the Corporation will acquire 100% of the issued and outstanding shares of Windfire in exchange for 1.4 common shares of the Corporation for each Windfire common share outstanding. The Transaction will have a valuation of CDN$ 1,190,790, on a pre-financing basis. The shares shall be issued at a price of CDN$0.10 for a total issuance of 11,907,911 shares to Windfire shareholders. Closing of the transaction shall be subject to customary terms and conditions, including closing an $800,000 non-brokered private placement. The proceeds will be used for Windfire's drilling program on the Davey Lake property, near Bowden, Alberta.

Following completion of the Transaction, it is anticipated the resulting issuer will be classified as a Tier II oil and gas issuer trading on the TSXV. The Corporation is currently compiling all required documentation for submission to the TSXV and more comprehensive news release containing detailed disclosure of the resulting issuer, Windfire's financial results, and P&NG reserves will be issued shortly. The Transaction is non-arm's length and will result in a change of control and management.

Trading in the shares of the Corporation will remain halted in accordance with TSXV policies until all necessary documentation has been filed and approved by the TSXV.

About Windfire Resources Ltd.

Windfire is a private company incorporated in the Province of Alberta, with its head office in Calgary, Alberta. Windfire is a "private issuer" as that term is defined under National Instrument 45-106 and none of its securities have traded on any stock exchange. Windfire was formed to operate in Canada as an oil and gas exploration, development and production company, commencing business operations on May 21, 2009. Windfire has, since that time, completed initial financings, implemented an operational structure and business plan, formalized its management team, completed certain corporate reorganizations and acquired a 29.39% working interest in the Davey Lake Property, situated near Bowden, Alberta. Windfire is proposing to complete four work-overs on the Davey Lake Property and drill three infill wells, which the company intends to pursue upon completion of the qualifying transaction.

Description of Significant Conditions to Closing

Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance, approval of the Transaction by a two-thirds majority of the votes cast by the shareholders of each of the Corporation and Windfire, and closing the private placement. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the information contained herein. Certain information regarding the Corporation contained herein may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements.

TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Windfire Capital Corp.
    Mr. Gerrit Langejans
    President
    (403) 735-0070 Ext. 221
    windmll@telusplanet.net
    or
    Windfire Capital Corp.
    16, 2235 - 30th Avenue NE
    Calgary, Alberta
    T2E 7C7