Canadian company Windfire Capital has signed a letter of intent to buy a stake in an exploration license offshore Namibia.
In a press release issued earlier this week, the company said it planned to buy 91.5% of the issued and outstanding shares of Riviera Mina Ltd. (“Riviera”), a company incorporated under the laws of the Commonwealth of The Bahamas, from DMiner.
Riviera indirectly owns a 76.5% interest in Petroleum Exploration License No. 0079 in relation to Blocks 2815 and 2915.
According to Windfire, the License is a strategically located offshore petroleum exploration license with extensive technical studies already concluded, including 1137 km2 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 remaining interest in the License is held by the National Petroleum Corporation of Namibia (Namcor) and local Namibian partners.
Under the letter of intent, Windfire will pay a non-refundable deposit of US$150,000 to DMiner, issue 15,000,000 common shares of Windfire to DMiner, and pay an additional $850,000 to DMiner in connection with the closing of the acquisition.
The deposit will be paid upon approval of the TSX Venture Exchange (the “TSX-V”), Windfire said.
Under the Letter of Intent, the parties have also agreed to deal exclusively with each other until the earlier of December 29, 2017, entry into a definitive agreement with respect to the Acquisition, or termination of the Letter of Intent.
Windfire plans 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, the proceeds of which 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.
From marijuana to offshore oil in Namibia?
As for the Windfire company itself, the info available is scarce. The company in 2014 signed a letter of intent to buy a medical marijuana producer, Rosebud Productions for $5 million, but it’s unclear what happened with that transaction in the end.
According to a piece of information found on Bloomberg, Windfire Capital Corp. does not have significant operations. The company was incorporated in 2007 and is headquartered in Vancouver, Canada. The company’s LinkedIn page, however, describes Windfire as a public company, founded in 2006, with the company size showing 2-10 employees.
Also, here is a Reuters description of the company: “Windfire Capital Corp. focuses on acquiring an interest in an off-shore petroleum exploration license with drill ready oil and gas targets in the Orange Basin of Namibia. The Company has not generated any revenues. The Company was engaged in acquiring, exploring and developing interests in mining projects.”
In a statement earlier this week, Windfire said that subject to the closing of the transaction 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. and HRT Participações em Petróleo S.A. (“HRT”).
The proposed appointments include:
- Kevin Broger, CEO, President and Director – Broger was formerly CEO of Chariot Oil and Gas and HRT Canada.
- Duane Parnham, Chairman – Parnham was formerly Chairman of UNX Energy.
- Mark Frewin, Independent Director – Frewin was formerly a director of UNX Energy and provided legal guidance on all corporate and UNX/HRT merger matters.
- Donald Sharpe, Independent Director – Sharpe 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 – Indongo is Namibian national who is a shareholder in the License.