Windamere Ventures Ltd.
TSX VENTURE : WV

September 11, 2012 09:15 ET

Windamere Signs Option Agreement to Acquire the Capricornio Property in Northern Chile

TORONTO, ONTARIO--(Marketwire - Sept. 11, 2012) - Windamere Ventures Ltd. ("Windamere" or the "Company") (TSX VENTURE:WV) is pleased to announce it has entered into an option agreement (the "Option Agreement") with a Chilean based mining company (the "Vendor") to acquire 100% of the Capricornio Property ("Capricornio" or the "Property"). The Property is located approximately 50 km east of Antofagasta, Chile and consists of 27 mining claims totaling 7,080 hectares. The Property hosts the surface expression of an epithermal vein system with a cumulative strike length of over 8 km. Historical work consisted primarily of mapping, surface sampling, trenching, and reverse circulation drilling. Over 257 reverse circulation drill holes have been completed on the property for a total in excess of 10,000 metres.

Pursuant to the Option Agreement entered into between the Company and the Vendor with respect to the Property, the Company may acquire a 100% interest in the Property by paying an aggregate of USD$3,500,000 to the Vendor as follows: (i) USD$100,000 on September 7, 2012 (payment made); (ii) USD$250,000 on or before September 7, 2013; (iii) USD$750,000 on or before September 7, 2014; (iv) USD$1,000,000 on or before September 7, 2015; and (v) USD$1,400,000 on or before September 7, 2016.

In addition, the Company has committed to expend an aggregate of USD$8,000,000 on exploration and development of the Property over the option term, as follows: (i) USD$1,000,000 by September 7, 2013; (ii) and additional USD$2,000,000 by September 7, 2014; (iii) an additional USD$2,000,000 by September 7, 2015; and (iv) and additional USD$3,000,000 by September 7, 2016. The Vendor shall retain a sliding scale royalty with respect to the precious metals produced from the Capricornio Property.

In addition, the Company is pleased to announce it intends to complete a non brokered private placement financing of up to 13,636,364 units (the "Units") at a price of $0.55 per unit for gross proceeds of up to $7,500,000 (the "Offering"). Each unit will be comprised of one common share of the Company and one-half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of $0.80 per common share for a period of 24 months following the closing date of the Offering. If at any time after four months and one day from the closing of the Offering, the common shares of the Company trade at $1.10 per share or higher, on a volume weighted adjusted basis, for a period of 30 days, the Company will have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right.

The gross proceeds of the Offering will be used to fund exploration activities of the Company and for general corporate purposes.

The Company may pay finder's fees in connection with the Offering to certain finders, including Axemen Resource Capital Ltd., which shall comprise a cash commission equal to 5% of the gross proceeds raised by the finders, if applicable. In addition, the Company shall issue certain finders that number of compensation warrants equal to 5% of the Units sold pursuant to the Offering which shall entitle the holder thereof to acquire one common share of the Company at an exercise price of $0.61 for a period of 18 months following the closing of the private placement. The closing of the Offering is scheduled to occur on or about October 4, 2012. The Units, the Warrants, the finders warrants and the common shares underlying the Warrants shall remain subject to the statutory hold period of four months and one day. The Offering remains subject to a number of conditions, including without limitation, receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.

The technical and scientific aspects of this news release have been reviewed and approved by Mr. Randall, P.Geo, who has been designated as a qualified person pursuant to under NI 43-101. As the President and CEO of the Company, Mr. Randall is not considered independent.

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

William Randall, President and CEO

Cautionary Notes

Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding the proposed financing, the anticipated timing and impact with respect to the potential financing, the anticipated impact of the acquisition of the Property, the potential of the Property; the potential results and timetable for further exploration with Property, the timetable with respect to future acquisitions and exploration developments, timetable for further exploration, analysis and development, title disputes or claims; and governmental approvals and regulation. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, competition, financing risks, acquisition risks, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

NEITHER THE 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.
    William Randall
    President and CEO
    (416) 309-2697