Windfire Clarifies Previous Press Release Regarding Rosebud Productions Inc.
July 8, 2014
Windfire Clarifies Previous Press Release Regarding Rosebud Productions Inc.
Windfire Capital Corp. (WIF: TSX-V) ("Windfire" or the "Company"), wishes to clarify certain statements regarding information in its press release dated May 21, 2014 (“Press Release”) with respect to its proposed acquisition of Rosebud Productions Inc. (“Rosebud”).
The Press Release contained disclosure indicating that Rosebud currently operates a fully functional facility that produces medical marijuana under the old Marijuana Medical Access Regulations (“MMAR”). Windfire would like to clarify that the MMAR License is in fact held directly by Rosebud’s founding shareholder, Gary Quo Vadis, and that all operational activity under the MMAR license is conducted directly by Mr. Quo Vadis and not Rosebud. The Press Release incorrectly stated that Rosebud held the MMAR License and was fully operational. Rosebud was incorporated in October of 2013 for the sole purpose of applying for a license under the Marijuana for Medical Purposes Regulations (“MMPR”) and has had no operational activity to date, nor been granted a license under the MMPR.
Any statements made prior to this announcement which stated or implied that Rosebud held the MMAR License and was fully operational are incorrect and should not be relied upon in making investment decisions.
Windfire’s President and Chief Executive Officer Clive Massey commented: "Notwithstanding the oversight in the Press Release, our sole purpose for acquiring Rosebud is because it has applied for a license under the MMPR."
Sponsorship of Business Combination
Sponsorship of a Change of Business Transaction is required by the Exchange unless exempt in accordance with TSXV policies. Windfire intends to apply for an exemption from the sponsorship requirements. There is no assurance that Windfire will ultimately obtain an exemption from sponsorship.
Reinstatement to Trading
The Company’s shares will be halted pending receipt by the Exchange of certain required materials from the Company and until the Company engages a sponsor. The Company will provide further details in respect of the Transaction, in due course by way of press release.
Additional Information and Description of Significant Conditions to Closing
Completion of the transaction is subject to a number of conditions, including TSXV acceptance and shareholder approval. 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 Filing Statement or Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Windfire should be considered highly speculative.
To find out more about Windfire Capital Corp., please contact investor relations at 604-669-2191 or email [email protected]. You may also visit the website at www.windfirecapital.com
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."
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and information concerning the expected results of the transaction; anticipated closing dates of the transaction. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of Windfire. Since forward‐looking 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 forward‐looking 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 forward‐looking 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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.