Windfire Announces Financing and provides an Update on its Change of Business Transaction

Windfire Capital Corp.

Metals & Mining

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Windfire Announces Financing and provides an Update on its Change of Business Transaction

Vancouver, BC / ACCESSWIRE / June 17, 2014 / Windfire Capital Corp. ("Windfire") (TSX-V: "WIF") announces a private placement financing consisting of the issuance of between 10,000,000 and 12,000,000 units at a price of $0.25 per unit ("Unit") (the "Offering"), for minimum gross proceeds of $2,500,000 and maximum gross proceeds of $3,000,000. Each Unit will consist of one common share in the capital of Windfire and one-half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase, for a period of 12 months from the date of issuance, subject to accelerated expiry as outlined below, one additional common share of Windfire at a price of $0.40 per common share.

A portion of the Offering, being $500,000, will be structured as a brokered offering and the balance will be non-brokered. With respect to the brokered portion, Windfire has entered into a letter of engagement with Wolverton Securities Ltd. ("Wolverton"), in connection with an equity financing having the identical terms and conditions of the Offering (the "Brokered Offering"). Under the Brokered Offering, Wolverton will assist Windfire on a commercially reasonable efforts basis to find subscribers for 2,000,000 Units at a price of $0.25 per Unit for gross proceeds of $500,000.

If, on any 20 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Offering and the Brokered Offering, the closing sales price of the common shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange ("TSXV") is greater than $0.50 per common share, Windfire may provide notice in writing to the holders of the warrants by the issuance of a press release that the expiry date of the warrants will be accelerated to the 30th day after the date on which Windfire issues such press release.

In consideration for its services under the Brokered Offering, Wolverton will receive a commission equal to 8% of the gross proceeds received from the sale of Units, payable in cash, Units or any combination thereof at the discretion of Wolverton. Windfire will also grant to Wolverton an agent's option ("Agent's Option") entitling Wolverton to purchase such number of Units equal to 8% of the aggregate number of Units sold under the Brokered Offering at an exercise price of $0.25 per Unit for a period of 3 years from the date of closing of the Brokered Offering.

In addition, Windfire has granted Wolverton an over-allotment or "greenshoe" option, to be sold on a commercially reasonable efforts basis, exercisable on or prior to closing, of up to a maximum of 15% of the number of Units issued under the Brokered Offering which, if exercised in full, would increase the size of the Brokered Offering to $575,000.

Wolverton will also be paid a corporate finance fee, receive 100,000 common shares of Windfire at a deemed issue price of $0.25 per common share, and will be reimbursed for all reasonable expenses incurred with respect to the Brokered Offering.

Windfire also expects to pay the same compensation rates payable under the Brokered Offering to any potential finders who assist with the Offering.

Closing of the Offering and Brokered Offering are subject to customary conditions, including TSXV approval. All Units, Agent's Options, securities issued as compensation to Wolverton and any finders shall be subject to a hold period of four months and one day under applicable Canadian securities laws. The Offering and the Brokered Offering will be completed concurrently with the closing of Windfire's proposed acquisition of all of the outstanding common shares of Rosebud Productions Inc, which shall constitute Windfire's "Change of Business" transaction under the policies of the TSXV, as previously disclosed in a press release dated May 21, 2014.

The net proceeds from the Offering and Brokered Offering will be used by Windfire for the purposes of completing the acquisition of Rosebud Productions Inc., general and administrative expenses for a minimum of one year, and for general working capital purposes.

Sponsorship of a Change of Business Transaction

Sponsorship of a change of business transaction is required by the TSXV unless exempt in accordance with TSXV policies. Windfire intends to apply for an exemption from the sponsorship requirements. There is no assurance that Windfire will ultimately obtain an exemption from sponsorship

Reinstatement to Trading

The common shares of Windfire will remain halted pending receipt by the TSXV of certain required materials from Windfire and until Windfire engages a sponsor or a sponsorship exemption is granted. A further news release will be issued once Windfire has satisfied all TSXV requirements in order for trading to be reinstated.

To find out more about Windfire Capital Corp., please contact investor relations at 604-669-2191 or email [email protected]. You may also visit the website at

Windfire Capital Corp.

Clive Massey

President and CEO

Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Arrangement and associated transactions and has neither approved nor disapproved of the contents of this press release.

Cautionary and Forward-Looking Statements:

This news release contains forward-looking statements and information concerning the expected results of the Offering, Brokered Offering, and change of business transaction; anticipated closing dates of the Offering, Brokered Offering, and change of business transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by management of Windfire. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Not for distribution to U.S. Newswire Services or for dissemination in the United States


SOURCE: Windfire Capital Corp.