Windfire Capital Corp. (WIF.H-V), once again plans to acquire a 91.5-per-cent interest in Riviera Mina Ltd., a Namibian oil and gas explorer. The shell first planned to acquire this interest in July, 2015. Then in January, 2017, it called off the deal. (Not unusually, it gave no reason.) Early last month, Mr. Luke took over as the shell's chief executive officer from promoter Clive Massey, who originally arranged the Namibian deal. The busy Mr. Massey is the CEO of three mining juniors: Southern Lithium Corp. (SNL-V), Aldever Resources Inc. (ALD-V) and Tasca Resources Ltd. (TAC-V). Southern Lithium and Aldever have drill programs in progress. Mr. Massey's successor, Mr. Luke, is a first-time public company director. He also holds a position called program manager with Cisco Systems Inc. in Toronto.
Late last month, Mr. Luke rolled back Windfire's shares 1 for 5, leaving it with 2,229,607 post-consolidated shares issued, then he sold a $344,000 private placement of 3,127,273 post-consolidated shares at 11 cents. This price represented a discount of at least 26.66 per cent, based on the shell's recent closing prices before it announced the financing. (The TSX-V allows a maximum price discount of 25 per cent for issuers with closing prices of up to 50 cents.) There were 18 private placees, including two insiders: Mr. Luke and shell director Brian Morrison. They each bought 200,000 shares. Windfire, an illiquid trader like most other shells, had a couple of good trading days in the last two weeks. It climbed 14 cents to its last closing price of 37 cents, on a total of 25,356 shares. The subscribers to the 11-cent financing are up on paper, but their shares will remain under a hold period for three more months.
To acquire the interest in Riviera Mina, Windfire Capital will pay $1-million (U.S.) and issue 15 million shares. To finance the acquisition, the shell is selling a $5-million private placement at 25 cents. On closing, the resulting issuer's chairman will be Duane Parnham, who previously founded another Namibian oil and gas explorer, UNX Energy Corp. UNX was acquired by a Brazilian oil and gas junior called HRT Participacoes em Petroleo SA in 2011. HRT later renamed itself Petro Rio SA and delisted from the TSX-V. It remains listed in Brazil. Mr. Parnham is the CEO of Broadway Gold Mining Ltd. (BRD-V) and Giyani Metals Corp. (WDG-V).
Joining Mr. Parnham on the board of the resulting issuer will be four more directors: Donald Sharpe (who worked at UNX), Kevin Broger (who worked at HRT), Mark Frewin (who provided legal advice in the UNX-HRT deal) and King Indongo. Mr. Indongo is a part owner of Riviera Mina's petroleum exploration licence. His father, former politician Frans Indongo, is a multimillionaire in Namibia, thanks to brick and clothing manufacturing, a chain of supermarkets, real estate holdings, and investments in sugar and fishing.
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