Windfire Capital Corp.
TSX VENTURE : WIF.P

March 17, 2011 13:17 ET

Windfire Capital Corp.: Enters Into Agreement Regarding Its Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - March 17, 2011) - Mr. Gerrit Langejans, President of Windfire Capital Corp. (TSX VENTURE:WIF.P) (the "Company" or "Windfire") announces that it has entered into an option agreement (the "Agreement") dated February 8, 2011 with Sydney Wilson (the "Vendor") pursuant to which the Company has been granted an option (the "Option") to acquire a 100% interest in and to 27 mineral claims known as the Princeton property (the "Princeton Property") located South of Princeton, British Columbia, in the Similkameen Mining Division.

The acquisition of the Option is intended to serve as the basis for the Company's "Qualifying Transaction" under the policies of TSX Venture Exchange (the "Exchange") and is subject to Exchange acceptance. The proposed transaction between the Company and the Vendor is an arm's length transaction under the policies of the Exchange and accordingly does not require shareholder approval. The Company has prepared and submitted a Filing Statement for review by the Exchange. 

The Vendor is an independent businessman in British Columbia. The Vendor is involved in the business of mineral exploration and currently holds an interest in various mineral exploration properties, including the Princeton Property. The Vendor is the sole legal and beneficial owner of a 100% right, title and interest in and to the Princeton Property.

The Company shall pay finder's fees to Mammoth Geological Ltd., (which is wholly owned by Tim Henneberry) via the issuance of the maximum number of common shares permitted under Exchange policies at an issue price equal to the price of the Concurrent Financing, as described below. Mammoth Geological Ltd. and Tim Henneberry are both arm's length to the Company.

The Princeton Property

The Company previously submitted a National Instrument 43-101 Technical Report dated February 8, 2011 on the Princeton Property to the Exchange for review. The author of the Technical Report is S.B. Butrenchuk, P. Geol., of Lethbridge, Alberta. The Princeton Property is an exploration stage property with the principally targeted mineralization being copper-molybdenum. The Princeton Property is comprised of 27 mineral claims totaling 12,620 hectares, located approximately 25 kilometers south of Princeton, British Columbia, in the Similkameen Mining Division, which Property lies within an area of geological potential for Cu-Mo porphyries and polymetalic quartz veins in the Princeton area and is registered with the British Columbia Ministry of Energy, Mines, and Petroleum Resources Office. Since 2008, the Vendor has incurred aggregate exploration expenditures of approximately $144,483 on the Princeton Property, consisting of Mobile Metal Ion soil geochemistry surveys in three different grids as well as reconnaissance mapping and prospecting.

The recommended work program of $206,900 in the Technical Report will focus on two key areas, the Willis grid on the Willis block and the northern portion of the Placer Mountain block, with detailed prospecting targeted to the Placer Creek grid and the Placer Mountain grid. The northern half of the Willis Creek grid will be surveyed by ground induced polarization. The northern portion of the Placer Mountain property will require further prospecting and conventional soil geochemistry to locate potential bedrock source of the vein quartz float. A soil grid 1500 metres wide by 2500 metres long will be sampled at a preliminary sample spacing of 50 metres along lines spaced at 100 metres. This will result in the collection of 800 soil samples.

The Princeton Property is subject to a 3% net smelter return royalty (the "NSR Royalty") in favour of the Vendor. In the event that commercial production is achieved on the Princeton Property, the Company will have the right to purchase 1.0% of the Royalty held by the Vendor for $1,000,000 per 1.0% or $2,000,000 for 2.0% of the 3.0% Royalty held by the Vendor.

Terms of the Option

In order to maintain the Option in good standing and earn a 100% interest in the Princeton Property, the Company is required to make the following payments and share issuances to the Vendor. All shares will be issued at a deemed price of $0.06.

  1. on closing of the Qualifying Transaction (the "Effective Date"), a cash payment of twenty thousand ($20,000) dollars;
  1. issue one hundred and fifty thousand (150,000) common shares on the Effective Date; and
  1. incur aggregate exploration and development expenditures on the property of two hundred and twenty-five thousand ($225,000) dollars on or before the first anniversary date of the Effective Date.

In order to maintain in force the Option granted to the Company, earn a 100% interest in the Princeton Property and to exercise the Option, the Company must incur the following expenditures for the purposes of developing the Princeton Property:

  1. on or before the date which is 30 days after the first anniversary date of the Effective Date, a cash payment of an additional twenty five thousand ($25,000) dollars, an additional two hundred and fifty thousand (250,000) common shares and incur aggregate exploration and development expenditures on the property of three hundred thousand ($300,000);
  1. on or before the date which is 30 days after the second anniversary date of the Effective Date, a cash payment of an additional forty five thousand ($45,000) dollars and an additional four hundred thousand (400,000) common shares and incur aggregate exploration and development expenditures on the Princeton Property of five hundred thousand ($500,000); and
  1. on or before the date which is 30 days after the third anniversary date of the Effective Date, a cash payment of an additional two hundred and fifty thousand (250,000) common shares.

Concurrent Financing

As part of the Qualifying Transaction, the Company intends to complete an equity financing involving the issuance of up to 6,500,000 units ("Units") to be issued at $0.06 per Unit for aggregate proceeds of $390,000, with 3,250,000 of such Units to be issued on a flow-through basis. Each Unit shall consist of one common share and one common share purchase warrant ("Warrant"), with each full Warrant entitling the holder to acquire one common share of the Company for $0.10 within 24 months of the Effective Date (the "Concurrent Financing"). It is expected that the Concurrent Financing will be conducted by way of a non-brokered private placement, however, the Company reserves the right to pay finder's fees of up to 10% of the gross proceeds subscribed for by Subscribers introduced to the Corporation by the finders, payable in cash, common shares or a combination of both and in accordance with the rules and policies of the Exchange.

The net proceeds of the Concurrent Financing will be used to fund the costs associated with the completion of the Qualifying Transaction, the work program on the Princeton Property and to provide general working capital.

The Resulting Issuer

Upon completion of the Qualifying Transaction, the Company intends to be classified and listed as a Tier 2 Mining Issuer on the Exchange and be involved in the business of mineral exploration and development. Currently, there are 3,523,500 issued and outstanding common shares of the Company. After giving effect to the transaction and the Concurrent Financing, the resulting issuer will have 10,173,500 common shares issued and outstanding. It also anticipated the resulting issuer will grant options to acquire an aggregate of 665,000 common shares at a price of $0.10 per share to the directors, officers, employees and consultants of the resulting issuer. The common shares to be issued pursuant to the Transaction will be subject to the escrow requirements of the Exchange.

The following table sets out the names, relationship to the Company and summarizes the backgrounds of all persons who, at this time, are expected to be insiders of the Company upon closing of the Qualifying Transaction. All of the current directors and officers of the Company will resign on closing of the Qualifying Transaction.

Name   Relation to Company   Background
Clive Massey,
Vancouver, BC
  Proposed President,
Chief Executive Officer, and Director
  Mr. Massey was the President and Chief Executive Officer of Universal Uranium Inc. from 2005 to 2007.  From 2005 to 2007, Mr. Massey worked for several successful public companies including Lumina Copper Corp., which was purchased by Tech Cominco Ltd. in 2008.  Mr. Massey has held management or investor relations positions with Inca Pacific, Greystar Resources, Marafill Mines and The North Air Group of Companies.
Richard Macey
Vancouver, BC
  Proposed Director   Mr. Richard Macey, until recently was also the President of Cloudbreak Resources Ltd. ("Cloudbreak"), an Exchange listed company, since January 2009 and was a director of Cloudbreak since 2007.  Previously, Mr. Macey acted as the CFO from October 2007 to January 2009 and Corporate Secretary from May 2007 to January 2009 for Cloudbreak.  Over the past several years, he has been employed in various capacities by over a half dozen publicly traded resource companies.  In addition, Mr. Macey has fifteen years experience as a private business owner and operator.
Brian Morrison
Vancouver, BC
  Proposed
Chief Financial Officer and Corporate Secretary
  Mr. Morrison has over 5 years of industry experience in the area of public company administration.  Currently Mr. Morrison is a consultant for TSX-V listed junior mining companies and is a director of Alberta Star Development Corp. and Redhill Resources Corp.  Prior to that, he was a Relationship Manager for public companies at Computershare Investor Services. Mr. Morrison received a Bachelor of Commerce, with a major in finance, from the University of Northern British Columbia in 2004 and completed the Canadian Securities Course in 2006.

Prior to or in conjunction with the completion of the Qualifying Transaction, the Company expects that it will retain the services of a professional geologist (or equivalent) to serve as a director, officer or consultant to the Company.

Escrow Transfer

Concurrent with the closing of the Transaction, the existing directors and other seed capital shareholders of the Company will transfer within escrow, an aggregate of 875,000 common shares to Clive Massey, or as he may direct to other principals of the resulting issuer, subject to the receipt of all necessary regulatory approval (the "Escrow Transfer").

Conditions for Closing

The completion of the Qualifying Transaction is subject to several conditions including, among other things, the Company being satisfied with the results of its due diligence investigations, Exchange acceptance of the Agreement and the Concurrent Financing, Exchange approval of the Escrow Transfer, and completion of the Concurrent Financing. The Qualifying Transaction is expected to close on or before April 13, 2011.

Sponsorship

Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless an exemption from the sponsorship requirement is available. The Company intends to apply for an exemption from the sponsorship requirement. There is no assurance that the Company will be able to obtain such an exemption.

Trading halt and suspension of trading

On December 9, 2010, the Exchange issued a bulletin indicating that if the Company failed to complete a qualifying transaction on or before January 12, 2011, trading in the Company's shares will be halted or suspended for failure to complete a qualifying transaction within 24 months of the listing. On January 13, 2011, the Exchange issued a bulletin indicating that effective the opening of markets on January 14, 2011, trading in the Company's shares will be suspended. Trading will remain halted until completion of the Qualifying Transaction and pending the satisfaction of the Exchange's initial filing requirements in respect of the Qualifying Transaction and the Exchange's initial assessment of the transaction and related matters.

The technical disclosure in this news release has been reviewed and approved by S.B. Butrenchuk, a qualified person as that term is defined in NI 43-101.

CAUTIONARY STATEMENT

Completion of the above transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, 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 management information circular or filing statement to be prepared in connection with the transaction any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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.

Forward-Looking Statements

This press release may include forward-looking statements including opinions, assumptions, estimates and expectations of future results, cash flow and earnings. Forward-looking statements are subject to a wide range of risks and uncertainties and although the Corporation believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Windfire Capital Corp.
    Mr. Gerrit Langejans
    President
    (403) 735-0770
    (403) 735-0771 (FAX)
    gerry@windmillmechanical.com
    or
    Windfire Capital Corp.
    c/o 730, 1015 - 4th Street S.W.
    Calgary, Alberta