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Windfire Arranges Private Placement and Announces Management Changes

Financings Management Changes

July 16, 2018

Windfire Arranges Private Placement and Announces Management Changes

Windfire Capital Corp. (WIF.H: NEX) ("Windfire"), announces it has reached an agreement with placees to complete a non-brokered private placement of up to 5,300,000 units (the “Units”) at a price of $0.075 per unit, for gross proceeds of up to $397,500 (the “Private Placement”). Each Unit will consist of one common share and one share purchase warrant, each share purchase warrant being exercisable for a period of two years at a price of $0.12 per share.

Proceeds from the private placement will be used for general working capital.

All securities issued pursuant to this financing are subject to a four month hold period from the date of issuance. The Private Placement is subject to approval from the TSX Venture Exchange.

The Company would also like to announce the appointment of Simon Clarke to the board of directors. Mr. Clarke has over 25 years of corporate finance and corporate development experience, mainly focused on resources and energy technology companies. He brings significant experience in building and growing businesses and implementing successful capital market strategies. Mr. Clarke has served as a director and audit committee chair for a number of public and private companies. He is currently the CEO of M2 Cobalt Corp.

Mr. Clarke qualified as a corporate and securities lawyer in 1990 and spent four years with London law firm Simmons & Simmons, including two years seconded to the London Stock Exchange. From 1994 to 2000, he was an investment banker in London, first with West LB Panmure and, thereafter, with Williams de Broe PLC, focused on small-cap and mid-cap companies. Since moving to North America in 2000, Mr. Clarke has held a number of senior management and board of director roles, including with RailPower Technologies on the hybrid/energy storage side, Doublestar Resources and Argus Metals on the resources side.

In addition, Mr. Clarke was a founder, director, audit committee chair and the initial vice-president of corporate development for OSUM Oil Sands Corp, a Calgary-based oil sands company which achieved an equity value approaching $2-billion and currently produces approximately 8,000 barrels of oil per day from the Cold Lake region in Alberta. He remains a board observer and adviser to OSUM and is the one remaining founder with a continuing role.

The Company would also like to announce that Walter Luke has resigned as a director and CEO of the Company effective immediately. We thank Mr. Luke for his contribution to the Company and wish him well in his future endeavors. Brian Morrison, current director and CFO, will fill the role of CEO on an interim basis.

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

Windfire Capital Corp.

“Brian Morrison”

CEO and CFO

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.

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding Windfire’s intention to continue to identify potential transactions. Forward- looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward- looking statements will occur or, if they do occur, what benefits Windfire will obtain from them. These forward-looking statements reflect managements’ current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including Windfire’s inability to identify transactions having satisfactory terms or at all. These forward- looking statements are made as of the date of this news release and Windfire assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws.