Windfire Announces Entry into Share Purchase Agreement
2000 - 1177 West Hastings Street │Vancouver, BC │V6E 2K3
NEX: WIF.H
WINDFIRE ANNOUNCES ENTRY INTO SHARE PURCHASE AGREEMENT
October 11, 2017 - Windfire Capital Corp. (WIF.H:NEX) (“ Windfire”) is pleased to announce
that it has entered into a definitive share p urchase agreement dated September 11, 2017 with
DMiner Asset Management Company Inc. (the “ Vendor”) and Riviera Mina Ltd. (“ Riviera”),
pursuant to which Windfire has agreed to acqu ire 91.5% of the common sh ares of Riviera (the
“Riviera Shares”) from the Vendor (the “ Transaction”). In consideration for the Riviera Shares,
Windfire has agreed to:
a) issue to, or as directed by, the Vendor 15,000,000 common shares in the capital of
Windfire (each, a “Windfire Share”);
b) pay a non-refundable deposit of US$150,000 (the “ Deposit”) to the Vendor (subject to
the prior approval of the TSX Venture Exchange (the “Exchange”)); and
c) pay an additional US$850,000 to the Vendor at the closing of the Transaction (the
“Closing”).
Riviera indirectly owns a 76.5% interest in Pe troleum Exploration Licence No. 0079, dated July
10, 2015, in relation to Blocks 2815 and 2915 (the “ Blocks”) off-shore Namibia. The Blocks have
drill ready oil and gas exploration targets on th em and are located in the Orange Basin of
Namibia. The balance of the interest in the Lice nce is held by Namibia’s national oil company,
Namcor, and local Namibian partners.
Windfire is actively moving towards the Closin g and obtaining the conditional approval of the
Exchange for the Transaction. Windfire has ob tained a technical report with respect to the
Blocks, which the Exchange has approved, ha s commenced financing, and is working on
finalizing the filing statement to be submitted in connection with the Transaction.
Walt Luke, President of Windfire, stated, “Win dfire is working vigorously to complete the
Transaction this quarter. We believe the Bl ocks present an excellent exploration and
development opportunity and have the potential to greatly increase value for our shareholders.
We are eager to move ahead with this next exciting phase in Windfire’s development.”
The Transaction will constitute a reverse take over of Windfire under the policies of the
Exchange. Completion of the Transaction remain s subject to, among other things, approval of
the Exchange, completion of a concurrent financin g of Windfire Shares, approval of applicable
regulatory bodies in Namibia, if necessary, and other conditions which are normal for
transactions of this nature.
The Windfire Shares issued as consideration for the Transaction and in connection with the
concurrent financing are expected to be subjec t to a hold period expiring four months and one
day after the date of issuance, as well as any escr ow or pooling restrictions as may be applicable
under the terms of the Transaction or imposed by the Exchange.
2000 - 1177 West Hastings Street │Vancouver, BC │V6E 2K3
NEX: WIF.H
Completion of the Transaction is subject to a nu mber of conditions, including Exchange acceptance.
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 to be prepared in connection with
the Transaction, any information released or received wi th respect to the Transaction may not be accurate
or complete and should not be relied upon. Trading in the securities of Windfire should be considered
highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has
neither approved nor disapproved the contents of this press release.
To find out more about Windfire, please contact investor relations by phone at 604-669-2191 or
e-mail [email protected]. You may also visit the website at www.windfirecapital.com.
Windfire Capital Corp.
“Walt Luke”
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.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of
management regarding the Transaction. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding be liefs, plans, expectations or intentions regarding
the future. Forward-looking statements in this ne ws release include statemen ts regarding the proposed
consideration of the Transaction, the expected timing of completion of the Transaction, the exploration
and development potential of the Blocks, and the pote ntial benefits of the Transaction for Windfire and its
shareholders. Such statements are subject to risks an d uncertainties that may cause actual results,
performance or developments to differ materially fr om 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
management’s current views and are based on certai n 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 forw ard-looking statements, including: the occurrence
of any events that prevent the parties from satisf ying the conditions to Closing; failure to obtain
Exchange approval for the Transaction; failure to complete the concurrent financing; risks related to
operating in Namibia; risks related to the oil and gas industry generally; and other factors beyond
Windfire’s control. These forward-looking statements are made as of the date of this news release and
Windfire assumes no obligation to update these forw ard-looking statements, or to update the reasons why
actual results differed from those projected in the forw ard-looking statements, except in accordance with
applicable securities laws.