Windfire Capital Corp.
TSX VENTURE : WIF

Windfire Capital Corp.

July 24, 2014 12:39 ET

Windfire Executes Definitive Agreement for Change of Business Transaction and Amends Terms of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 24, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Windfire Capital Corp. ("Windfire" or the "Company") (TSX VENTURE:WIF) announces the execution of a definitive share purchase agreement dated July 10, 2014 with Rosebud Productions Inc. ("Rosebud") in connection with the purchase of all of Rosebud's outstanding securities, as announced on May 21, 2014 and July 8, 2014. The transaction is intended to constitute a Change of Business Transaction of Windfire in accordance with Policy 5.1 of the TSX Venture Exchange (the "Exchange"), subject to the Exchange's approval.

Windfire also announces the terms of the private placement previously announced in a news release dated June 17, 2014 have been amended to remove the acceleration clause on the warrants and lengthen the expiry date of the warrants from 12 months to 24 months from the date of closing. The private placement financing will consists of the issuance of between 10,000,000 and 12,000,000 units at a price of $0.25 per unit ("Unit") (the "Offering"), for minimum gross proceeds of $2,500,000 and maximum gross proceeds of $3,000,000. Each Unit will consist of one common share in the capital of Windfire and one-half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase, for a period of 24 months from the date of issuance one additional common share of Windfire at a price of $0.40 per common share. All other terms and conditions of the Offering remain the same as previously disclosed.

Sponsorship of a Change of Business Transaction

Sponsorship of a change of business transaction is required by the TSXV unless exempt in accordance with TSXV policies. Windfire has applied for an exemption from the sponsorship requirements. There is no assurance that Windfire will ultimately obtain an exemption from sponsorship.

Reinstatement to Trading

The common shares of Windfire will remain halted pending receipt by the TSXV of certain required materials from Windfire and until Windfire engages a sponsor or a sponsorship exemption is granted.

To find out more about Windfire Capital Corp., please contact investor relations at 604-669-2191 or email info@windfirecapital.com. You may also visit the website at www.windfirecapital.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF WINDFIRE CAPITAL CORP.

Windfire Capital Corp.

Clive Massey, President & CEO

Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Arrangement and associated transactions and has neither approved nor disapproved of the contents of this press release.

Cautionary and Forward-Looking Statements:

This news release contains forwardlooking statements and information concerning the expected results of the private placement and change of business transaction; anticipated closing dates of the private placement and change of business transaction. The forwardlooking statements and information are based on certain key expectations and assumptions made by management of Windfire. Since forwardlooking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Readers are cautioned that the foregoing list of factors is not exhaustive. The forwardlooking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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