Windamere Ventures Ltd.
TSX VENTURE : WV.H

September 15, 2011 17:50 ET

Windamere Announces Letter of Intent to Option Mineral Concessions

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 15, 2011) - Windamere Ventures Ltd. (the "Company" or "Windamere") (TSX VENTURE:WV.H) is pleased to announce that it has entered into a Letter of Intent dated September 11, 2011 ("LOI"), to acquire (the "Acquisition") certain mineral exploration rights of Norte Exploraciones S.A. ("NESA"), a private company organized in Argentina, which are held pursuant to an Option Agreement dated September 5, 2011 between NESA and Rio Diablillos S.R.L. ("Rio"), a company organized in Argentina (the "Option Agreement"). Rio is a wholly owned subsidiary of TSX-V listed Kestrel Gold Inc.

Rio is a party to an Exploration and Purchase Agreement dated August 31, 2011, pursuant to which Rio has the right to explore and acquire a 100% interest in seven mineral exploration concessions located in the San Juan province of Argentina, representing a total of 23,690 hectares in two contiguous blocks (the "Concessions").

The claim blocks cover large portion of the prospective Andean Precordillera in the vicinity of several known gold deposits, including the currently producing Gualcamayo deposit held by Yamana Resources. According to the Annual Information Form of Yamana dated April 1, 2011, Gualcamayo hosts 2.4 million oz. Au proven & probable reserves plus 931,000 oz. Au measured & indicated resources at approximately 1.09 gpt Au and is set to produce between 150,000 and 170,000 oz. Au in 2011. Gualcamayo has a currently estimated 9+ year mine life.

The claim blocks cover large portions of prospective carbonate lithology in an area of regional thrusting with localized bends and tear faults in close proximity to known gold resources. The project area was selected based on highly anomalous areas discovered by an extensive soil geochemistry sampling program. Results from a soil sampling program conducted by previous owners between 2006 and present show several coincident gold and arsenic anomalies with samples returning values up to 2.5 gpt Au. At least three of these anomalies show extensive Iron and/or Potassium alteration.

In order to exercise the option, Windamere has agreed to issue 1,000,000 of its common shares to Rio, over the course of the Option and will make five instalment payments to the underlying property owner, in the aggregate amount of US$1,050,000, as follows: (i) US$50,000, before September 30, 2011 (to be paid initially by NESA); (ii) US$100,000 by August 1, 2012; (iii) US$150,000 by August 1, 2013; (iv) US$250,000 by August 1, 2014; and (v) US$500,000 by August 1, 2015.

Windamere anticipates the exercise of its outstanding warrants expiring on October 13, 2011, which will increase its treasury to approximately $1,600,000. With such funds the Company anticipates that it will have sufficient capital to complete the Acquisition and the anticipated first year exploration program on the Concessions.

A geological report in accordance with National Instrument 43-101 in respect of the Concessions is currently being prepared for filing with the TSX Venture Exchange (the "Exchange"). Further information will be announced once the NI43-101 report has received regulatory approval and has been filed on SEDAR.

The parties to the Acquisition are at Arm's Length. The Acquisition will constitute a change of business under the policies of the Exchange. Assuming completion of the Acquisition, it is anticipated that the Company will graduate to the Exchange as a Tier 2 Mining Issuer. On completion of the Acquisition, Windamere proposes to alter its Board of Directors and management team. On closing, the Board will be reconstituted to include William Randall, Daniel Bruno, and Simon Marcotte. Mr. Randall will assume the position of Chief Executive Officer and Mr. Marcotte will become Vice-President of Corporate Development.

William Randall, MSc. Geology, P.Geo

Mr. Randall is a Professional Geologist with extensive experience in mineral exploration and production, including gold and nickel projects in Timmins, Ontario and lithium projects in South America. Mr. Randall has operated and supervised numerous discoveries and has taken deposits from the resource stage through to feasibility and production. He is currently President and CEO of Rodinia Lithium, with lithium assets in Argentina, and serves as a Director for Rodinia Lithium and Alder Resources. Mr. Randall was born and raised in Argentina before moving to Canada to complete his MSc in Economic Geology at the University of Toronto, Ontario. He is an active member of the APGO and resides in Toronto, Canada.

Daniel Bruno, CFA, MBA

Mr. Bruno has over 15 years of investment industry experience. Mr. Bruno began his career with the Ontario Teachers' Pension Plan Board and then transitioned to investment banking where most of his career was with GMP Securities Ltd. as a Director in the Investment Banking group. Mr. Bruno has also worked as a Managing Director of a US-based investment bank. Mr. Bruno was born in Uruguay and is fluent in Spanish. Mr Bruno also serves on the board of several South American focused resource companies.

Simon Marcotte

Mr. Marcotte is V.P. Corporate Development of Forbes & Manhattan. Mr. Marcotte has 14 years of capital market involvement. He was a partner of Cormark Securities for 4 years in institutional equity sales covering Montreal and New York. He also previously sat on the Board of Directors of Cormark. Prior to his involvement with Cormark, Mr. Marcotte was a Director for CIBC World Markets in institutional sales in Montreal since 1998. Mr. Marcotte holds a B.A.A. from Sherbrooke University and is a Chartered Financial Analyst (CFA).

PI Financial Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Windamere in connection with the change of business. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Windamere should be considered highly speculative. Trading will remain halted pending further regulatory filings with the Exchange.

Technical aspects of this news release have been reviewed and approved by William Randall, P.Geo., who has been designated as a qualified person on behalf of the Company under National Instrument 43-101. Mr. Randall will become the CEO and a director of Windamere on completion of the Acquisition.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

On behalf of the Board of Directors of WINDAMERE VENTURES LTD.

Scott Ackerman, President, CEO, and Corporate Secretary

This new release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements.

Neither 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

  • Windamere Ventures Ltd.
    Scott Ackerman
    (778) 331-8505