Windfire Capital (WIF.H-V) July 21, '15 has signed a letter of intent, dated July 21, 2015, with DMiner Asset Management Inc., to acquire a majority interest in an offshore petroleum exploration licence with a drill-ready oil and gas discovery prospect in the Orange basin of Namibia. Pursuant to the letter of intent, Windfire proposes to acquire 70 per cent of the issued and outstanding shares of Riviera Mina Ltd., a company incorporated under the laws of the Republic of the Bahamas. The remaining 30 per cent of the issued and outstanding shares of Riviera would continue to be held by DMiner. Riviera owns an 85-per-cent interest in petroleum exploration licence No. 0079 dated July 10, 2015, in relation to block 2815 and 2915 for offshore Namibia with the remaining interest held by Namibia's national oil company, Namcor, and local Namibian partners.
The letter of intent provides that in consideration for the acquisition, Windfire will pay a refundable deposit of $100,000 (U.S.) to DMiner, issue up to eight million common shares of Windfire to DMiner, issue to DMiner a secured convertible debenture in the principal amount of $1.9-million (U.S.) and issue up to 10 million Windfire shares in exchange for the securities to be issued by Riviera in the financing (as defined herein). The debenture will be convertible into Windfire shares at the option of the holder, at a conversion price of $1 per Windfire share, for a period of two years. The deposit will be paid upon approval of the TSX Venture Exchange and will be fully refunded if the acquisition does not close for any reason. Under the letter of intent, the parties agreed to deal exclusively with each other until the earlier of Sept. 30, 2015, entry into a definitive agreement or termination of the letter of intent. In connection with the acquisition, Riviera intends to complete a private placement of subscription receipts (or other securities) for aggregate gross proceeds of up to $5-million at 50 cents per subscription receipt (or other security). The subscription receipts (or other securities) issued by Riviera in the financing will be acquired by Windfire in connection with the acquisition for an equivalent amount of Windfire shares. The proceeds of the financing are expected to be used for management contracts, the purchase and interpretation of geophysical data, and general working capital purposes.
Duane Parnham will be appointed as executive chairman of Windfire upon closing of the transaction. Mr. Parnham has extensive experience working in Africa more particularly over 18 years in Namibia, where he has developed exploration companies from the start-up stage to fully permitted projects with considerable resources and reserves. His experience includes working internationally with governments and landowners to identify high-impact and underdeveloped projects, and providing the capital and managerial resources necessary to create shareholder value. Mr. Parnham was the founder and chairman of UNX Energy, a Namibian junior oil and gas company that previously owned, financed, explored and monetized these Namibian blocks.
The acquisition will constitute a reverse takeover or RTO under the policies of the TSX-V. Completion of the acquisition remains subject to, among other things, satisfactory due diligence by the parties, entry into a definitive agreement, approval of the TSX Venture Exchange and the shareholders of Windfire, completion of the financing, approval of the applicable regulatory bodies in Namibia, if necessary, and other conditions which are customary for transactions of this nature. Windfire has not yet retained a sponsor in connection with the acquisition. Upon completion of the acquisition, Windfire will be a Tier 2 oil and gas issuer.
DMiner has an arm's-length relationship with Windfire. DMiner is a private company incorporated under the laws of the Republic of Bahamas. Mr. Parnham is the controlling shareholder of DMiner. The Windfire shares issued as consideration for the acquisition are expected to be subject to a hold period expiring four months and one day after the date of issuance, and to be subject to any escrow or pooling restrictions as may be applicable under the terms of the acquisition or imposed by the TSX Venture Exchange.
To find out more about Windfire Capital Corp.,
please contact investor relations at 604-669-2191 or
e-mail info@windfirecapital.com .
You may also visit the website at www.windfirecapital.com.
Windfire Capital Corp.
“Clive Massey” President and CEO
Riviera Mina Ltd. - Luke Vigeant at 647-946-6894. |
