Windfire Capital Corp.
TSX VENTURE : WIF.P

April 07, 2011 13:28 ET

Windfire Closes Qualifying Transaction and Private Placement

CALGARY, ALBERTA--(Marketwire - April 7, 2011) - Mr. Gerrit Langejans, President of Windfire Capital Corp. (the "Company") (TSX VENTURE:WIF.P), is pleased to announce that, subject to final approval of the TSX Venture Exchange ("Exchange"), it has completed its Qualifying Transaction (the "Qualifying Transaction"), described in the Company's Filing Statement (the "Filing Statement") dated effective April 4, 2011, a copy of which is available under the Company's SEDAR profile at www.sedar.com. Following completion of the Qualifying Transaction and subject to final Exchange acceptance, the Company will no longer be considered a Capital Pool Company and will be classified as a Tier 2 Mining issuer.

Description of the Qualifying Transaction

The Company's Qualifying Transaction consisted of the acquisition of a Mineral Property Option Agreement from Sydney Wilson ("Vendor") dated February 8, 2011 (the "Agreement"), pursuant to which the Company has an option (the "Option") to acquire a 100% interest in and to 27 mineral claims known as the Princeton property located South of Princeton, British Columbia, in the Similkameen Mining Division (the "Property"). Under the Agreement the Company made the following payments and commitments to the Vendor:

  1. a cash payment of twenty thousand ($20,000) dollars;
  1. issuance of one hundred and fifty thousand (150,000) common shares; and
  1. agreed to 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 of the Qualifying Transaction.

The Company has raised funds through a concurrent non-brokered private placement (described below) in order to incur the minimum $225,000 of exploration expenditures on the Property over the next year. For further details of the Option and the Property, please see the Filing Statement and the Company's news releases dated April 4, 2011 and March 17, 2011, respectively (copies of which are available at www.sedar.com).

Pursuant to the Agreement, the Company will pay an arm's length party (the "Finder") a finder's fee in connection with the Qualifying Transaction and the introduction of the Company to the Property. Subject to Exchange acceptance, the Company will issue 15,000 shares to the Finder, being 10% of the number of shares issued to the Vendor in the first year under the Agreement.

Concurrently with the closing the Qualifying Transaction, the outgoing directors and other seed capital shareholders of the Company transferred within escrow, an aggregate of 875,000 common shares to Clive Massey, subject to Exchange approval.

Non-Brokered Private Placement

Concurrent with the completion of the Qualifying Transaction, the Company completed a non-brokered private placement (the "Private Placement") of 6,500,000 units (the "Units") at $0.06 per Unit, with 3,250,000 of such Units issued on a flow-through basis under the Income Tax Act (Canada). Each unit consists of one common share in the capital of the Company (a "Share") and one share purchase warrant (each, a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Share at a price of $0.10 per Share up to and including April 6, 2013. All securities issued under the Private Placement are subject to a statutory hold period expiring on August 7, 2011. The proceeds from the Private Placement will be used to fund the completion of Phase 1 of the exploration program on the Property as recommended by a NI 43-101 compliant report and for general working capital purposes.

After giving effect to the Qualifying Transaction and the Private Placement, the Company will have 10,023,500 common shares outstanding.

Upon completion of the Qualifying Transaction, the Company granted stock options to directors, officers and employees to purchase 650,000 shares of the company for a period of 5 years at an exercise price of $0.10 per share pursuant to the Company's stock option plan. The granting of the options is subject to all necessary regulatory approvals.

Management

In connection with the Qualifying Transaction, Clive Massey has been appointed as President, Chief Executive Officer, and director and Brian Morrison has been appointed as Chief Financial Officer, Corporate Secretary, and director of the Company. Richard Macey and David Heighington have also joined the board the directors. For further details on the Company's directors and officers, please see the Filing Statement (a copy of which is available at www.sedar.com).

Resumption of Trading

The Company expects that its shares will commence trading on the Exchange in the next 10-14 days. The trading symbol for the Company will change from WIF.P to WIF.

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

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. The Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.

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

  • Windfire Capital Corp.
    Mr. Clive Massey
    President
    (604) 662-8184
    (604) 602-1606 (FAX)
    or
    Windfire Capital Corp.
    Suite 2000 - 1177 W. Hastings Street
    Vancouver, British Columbia V6E 2K3