Continental Focus, International Reach

Windfire Plans Namibia Entrance

Wednesday, July 26, 2017

Windfire Capital Corp. signed a letter of intent (LoI) with DMiner Asset Management Inc. under which Windfire proposes to acquire 91.5% of the issued and outstanding shares of Riviera Mina Ltd. The acquisition will give Windfire an indirect stake in an exploration license offshore southern Africa.

Riviera indirectly owns a 76.5% interest in Namibia’sPEL 0079 in relation to offshore Blocks 2815 and 2915.The remaining interest in the license is held by Namcor and local Namibian partners.

The license has already seen extensive technical studies concluded, including 1,137 sq km of 3D seismic covering a significant prospective resource, that offers a drill-ready, multiple zone, oil and gas target in the Orange Basin of Namibia.

The LoI provides that, in consideration for the acquisition, Windfire will pay a non-refundable deposit of $150,000 to DMiner, issue 15,000,000 common shares of Windfire to DMiner, and pay an additional $850,000 to DMinerin connection with the closing of the acquisition. The deposit will be paid upon approval of the TSX Venture Exchange.

Under the LoI, the parties have also agreed to deal exclusively with each other until the earlier of December 29, entry into a definitive agreement with respect to the acquisition, or termination of the LoI.

In connection with the acquisition, Windfire intends to complete a private placement of subscription receipts for aggregate gross proceeds 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 proceeds of the financing are expected to be used for the payment of the closing cash consideration to DMiner, interpretation of existing data in connection with the license, preparation of a go-forward work program, and for general working capital purposes


« GO BACK