Windfire Signs Agreement to Acquire Off-Shore Oil Blocks IN Namibia
2000 - 1177 West Hastings Street │Vancouver, BC │V6E 2K3
July 24, 2017
WINDFIRE SIGNS AGREEMENT TO ACQUIRE
OFF-SHORE OIL BLOCKS IN NAMIBIA
Windfire Capital Corp. (NEX: WIF.H) (“Windfire”) annou nces that it has signed a letter of intent (the
“Letter of Intent”), dated July 24, 2017, with DMin er Asset Management Inc. (“DMiner”), pursuant to
which Windfire proposes to acquire 91.5% of the issu ed and outstanding shares of Riviera Mina Ltd.
(“Riviera”), a company incorporated under the laws of the Commonwealth of The Bahamas, from
DMiner (the “Acquisition”).
Riviera indirectly owns a 76.5% interest in Petrol eum Exploration License No. 0079 in relation to Blocks
2815 and 2915 (the “License”). The License is a stra tegically located off-shore petroleum exploration
license with extensive technical studies already concluded, including 1137 km 2 of 3D seismic covering a
significant prospective resource, that offers a drill-read y, multiple zone, oil and gas target in the Orange
Basin of Namibia. The remaining interest in the License is held by the National Petroleum Corporation of
Namibia (Namcor) and local Namibian partners.
King Frans Indongo, a Namibian local partner and pr oposed director of Windfire, commented, “This
transaction is expected to result in another major i nvestment into the Namibian oil and gas sector and
demonstrates the confidence that a globally respected company like Windfire and its management team
has in the immense potential for discovering oil or add itional gas in Namibia. We will work closely with
our Canadian partners not only with th e goal of finding oil in Namibia, but also in striving to ensure that
we contribute to the advancement of the Namibian nation. Windfire brings capital expertise, leading
technical experts with significant offshore discove ry success, and a work program to lead to oil
development in our great country. With our interna tional partners, Namibia is well positioned to realize
its goal of energy independence.”
The Letter of Intent provides that, in considera tion for the Acquisition, Windfire will pay a non-
refundable deposit of US$150,000 (the “Deposit” ) to DMiner, issue 15,000,000 common shares of
Windfire (each, a “Windfire Share”) to DMiner, and pay an additional US$850,000 to DMiner in
connection with the closing of the Acquisition (the “Closing”). The Deposit will be paid upon approval of
the TSX Venture Exchange (the “TSX-V”). Under the Letter of Intent, the parties have also agreed to deal
exclusively with each other until the earlier of Decembe r 29, 2017, entry into a definitive agreement with
respect to the Acquisition, or termination of the Letter of Intent.
In connection with the Acquisition, Windfire intends to complete a private placement of subscription
receipts for aggregate gross proceed s of up to $5,000,000 at a price of $0.25 per subscription receipt (or
such other price and/or type of securities as may be mutually agreed to by Windfire and DMiner) (the
“Financing”). The proceeds of the Financing are expect ed to be used for the payment of the closing cash
consideration to DMiner, interpretation of existing da ta in connection with the License, preparation of a
go-forward work program and for general working capita l purposes. Finder’s fees are expected to be paid
in connection with the Financing on such terms, and to such finders, as are to be determined at a future
date.
Upon the Closing, the management and board of directors of Windfire are expected to consist mainly of
individuals who were directly involved in the completion of the C$730m merger between UNX Energy
Corp. (“UNX Energy”) and HRT Participações em Petr óleo S.A. (“HRT”). The proposed appointments
include:
2000 - 1177 West Hastings Street │Vancouver, BC │V6E 2K3
Kevin Broger, CEO, President and Director – Mr. Broger was formerly CEO of Chariot Oil and
Gas and HRT Canada.
Duane Parnham, Chairman – Mr. Parnham was formerly Chairman of UNX Energy.
Mark Frewin, Independent Director – Mr. Frewin was formerly a director of UNX Energy and
provided legal guidance on all corporate and UNX/HRT merger matters.
Donald Sharpe, Independent Director – Mr. Shar pe was formerly an independent Director of
UNX Energy and Chairman of the Special Committee assigned to consider the UNX/HRT
merger.
King Frans Indongo, Independent Director – Mr. Indongo is Namibian national who is a
shareholder in the License.
"It is an absolute pleasure to wo rk once again with my colleagues from UNX as well as the new members
of the team who all share a goal in making a sign ificant oil/gas discovery in Namibia" states Duane
Parnham, Director of DMiner. Duane Parnham further states: "This transaction provides the shareholders
of Windfire with the opportunity to participate in th e enormous potential of what our team believes is the
undrilled crown jewel in Namibia. We have always b een committed to completing this transaction with
Windfire and believe the timing is now ideal to pr oceed and complete this RTO as shown through the
improvement in the energy sector since 2015, incr eased investor sentiment being more favorable to
energy and more locally (in Namibia) the increased presence and drill commitments of major players in
the oil and gas industry".
Mr. Parnham is the controlling shareholder of DMin er, which has an arms’s length relationship with
Windfire. The Acquisition will constitute a reverse ta keover of Windfire as defined under the policies of
the TSX-V. Completion of the Acquisition remains subject to, among other things, satisfactory due
diligence by the parties, entry in to a definitive agreement, approval of the TSX-V, completion of the
Financing, approval of the applicable regulatory bodi es in Namibia, if applicable, and other conditions
which are customary for transactions of this natu re. Upon completion of the Acquisition, Windfire is
expected to be a Tier 2 Oil and Gas issuer on the TSX-V.
Approval of the Acquisition by the shareholders of Windfire is not expected to be required under the
policies of the TSX-V because: (i) the Acquisition will not be a Related Party Transaction and Windfire
believes that there are no other circumstances that may compromise the independence of Windfire or
other interested parties (including directors and senior officers of Windfire) with respect to the
Acquisition; (ii) as a NEX issuer, Windfire has no active operations; (iii) Windfire is not subject to a
cease trade order or suspended from trading; and (iv) approval of shareholders is not required under
applicable corporate or securities laws.
Windfire has not yet retained a sponsor in connection with the Acquisition. In the event that the Company
determines to conduct the Financing on a brokered b asis, it expects to apply for an exemption from the
sponsorship requirements in accordance with the policies of the TSX-V.
The Windfire Shares issued to DMiner as consideration for the Acquisition are expected to be subject to a
hold period expiring four months a nd one day after the closing of th e Acquisition and such other escrow
or pooling restrictions as may be applicable under th e policies of the TSX-V or under the terms of the
definitive agreement.
2000 - 1177 West Hastings Street │Vancouver, BC │V6E 2K3
Completion of the transaction is subject to a number of conditions, including TSX-V 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 F iling Statement to be prepar ed in connection with the
transaction, any information released or received with respect to the Acquisition 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-V 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 Capital Co rp., please contact Walt Luke by email at:
[email protected]. You may also visit Windfire’s website at www.windfirecapital.com.
Windfire Capital Corp.
“Walter 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.
Forward-Looking Statements
The information in this press release regarding DMiner and Riviera has been provided to Windfire by DMiner and
has not been independently verified by Windfire.
This news release contains forward-looking statements. All statements, other than statements of historical fact that
address activities, events or d evelopments that we believe, expect or anticip ate will or may occur in the future are
forward-looking statements. Forward-looking statements in this news release include statements regarding: the
immense potential for discovering oil or gas in Namibia generally and within the boundaries of the License
specifically; that the parties will enter into a definitive agreement regarding the Acquisition; that Windfire will pay
the Deposit to DMiner upon approval of the TSX-V; the consideration to be payable in connection with the Closing;
the terms of the proposed Financing and the expected use of proceeds thereof; and the expected changes to
management of Windfire in connection with the Closing. The forward-looking statements reflect management’s
current expectations based on information currently available and are subject to a number of risks and uncertainties
that may cause outcomes to differ materially from those discussed in the forward-looking statements.
Although the Co mpany believe that the assumptions inherent in the forward-looking statements are reasonable,
forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not
be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to
differ materially from current expectations include, among other things: that the amount or quality of the potential
oil and gas resource may not be as high as expected; that there may be no economic oil and gas resource in the area
comprising the License; that the parties may not be able to agree to terms for the definitive agreement by the agreed
upon deadline or at all; that the TSX-V may not approve the Acquisition as proposed or at all; that the parties may
not be able to satisfy the conditions to closing of the Acquisition; that Windfire may not be able to complete the
Financing; general market conditions and volatility of commodity prices; and other factors beyond the control of
the parties. Windfire expressly disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise, except as required by applicable law.