Windfire Capital Corp.
TSX VENTURE : WIF

Windfire Capital Corp.

December 11, 2014 17:31 ET

Windfire Receives CSE Conditional Approval and Signs Extension for Definitive Agreement for Change of Business Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 11, 2014) -

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Windfire Capital Corp. (TSX VENTURE:WIF) ("Windfire" or the "Company"), is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the "CSE") for its listing application and that the Company is moving its listing from the TSX Venture Exchange (the "TSX-V"). Upon the de-listing of its common shares from the TSXV, the Company will be completing its previously announced Change of Business on the CSE.

The Company will provide further details as to a delisting date and its new trading symbol on the CSE as they become available. The Company expects that the transition between the TSX-V and the CSE will be completed in a seamless manner.

Clive Massey, Windfire's CEO, stated, "Windfire Capital's board of directors and management team have determined that it is in the best interest of the Company and its shareholders to move the company's shares onto the CSE. We strongly believe that the CSE provides a greater advantage to a life science Company such as Windfire and view this as a progressive step forward as we continue to build value on behalf of Windfire's shareholders."

Concurrent with listing on the CSE, and further to its news release previously announced in a news release dated July 24, 2014, Windfire also announces the terms of the private placement have been amended. The private placement financing will consists of the issuance of 4,000,000 units at a price of $0.15 per unit ("Unit") (the "Offering"), for minimum gross proceeds of $600,000. Each Unit will consist of one common share in the capital of Windfire and one-half of one share transferable 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 $0.25 per common share. All other terms and conditions of the Offering remain the same as previously disclosed.

The Company also reports that further to its news release of July 24, 2014, that Windfire and Rosebud Productions Inc. ("Rosebud") have agreed to extend the closing date for Windfire's acquisition of the assets and business of Rosebud up to February 13, 2015.

Windfire Capital Corp.

Clive Massey

President and CEO

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.

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.

Cautionary and Forward-Looking Statements:

This news release contains forwardlooking statements and information concerning the expected results of the Offering, Brokered Offering, and change of business transaction; anticipated closing dates of the Offering, Brokered Offering, 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.

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