Jan. 20, 2011 (TheNewswire.ca) --
Windstorm Resources Inc. (TSX-V: WSR, "Windstorm" or "the Company") is pleased to announce that it has entered into an engagement letter (the "Engagement Letter") with Industrial Alliance (TSX:IAG.A) Securities Inc. ("IAS") and Secutor Capital Management Corporation ("Secutor")(together, the "Agent") for a brokered private placement (the "Offering") of up to 10,000,000 units of Windstorm ("Units") at a price of $0.40 per Unit for gross proceeds of up to $4,000,000. Each Unit will consist of one common share of Windstorm (a "Share") and one half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Share at a price of $0.55 per Share for a period of 24 months following the closing of the Offering. Windstorm will be entitled to accelerate the expiry date of the Warrants if the volume weighted average price for the Company's shares is $1.00 or greater for a period of 15 consecutive trading days, then, on notice from the Company, the Warrant holders will have 20 days to exercise their Warrants; otherwise the Warrants will expire on the 21st day.
The Units will be made available by way of private placement exemptions in Canada under National Instrument 45-106 - Prospectus and Registration Exemptions and the Units may be offered in other jurisdictions where they can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
IAS and Secutor are acting as co-lead agents for the Offering and will offer the Units on a best efforts basis. At closing of the Offering, Windstorm will pay the Agent a cash commission equal to 7% of the gross proceeds of the Offering, and will issue to the Agent warrants (the "Agent Warrants") to acquire that number of Shares ("Agent Warrant Shares") equal to 7% of the Units sold under the Offering. Each Agent Warrant will be exercisable at $0.55 per Agent Warrant Share for a period of 24 months following the closing of the Offering, also subject to the same acceleration as the Units.
The Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
The proceeds from the Offering will be used by Windstorm for exploration expenditures on the Caldera property in Mexico and for working capital. The road accessible Caldera project was discovered by Almaden Minerals Ltd. (AMEX:AAU) (TSX:AMM) (TSX: AMM; AMEX: AAU -- "Almaden") in 2007 and lies at the eastern end of the Trans Mexican Volcanic Belt,10 km from Almaden's new Ixtaca Zone discovery on its Tuligtic property. Windstorm has the right to earn up to a 60% interest in the Caldera project by issuing 1,000,000 shares to Almaden and completing $5,000,000 in exploration work over six years.
About Windstorm Resources (TSXV:WSR) Inc.
Windstorm Resources is a new company focused on precious metals exploration in North America, led by an industry-renowned management team with technical expertise and market experience. Windstorm's Caldera project is highly prospective for the discovery of high sulphidation epithermal gold mineralized system with the potential to host a bulk tonnage gold deposit. Management will continue to evaluate quality drill-ready prospects aiming to build an attractive portfolio of gold and silver projects offering multiple opportunities for discovery success. Windstorm is a member of the Grosso Group, a management company specializing in resource exploration for over 18 years.
ON BEHALF OF THE BOARD
"Gerald Carlson"
_______________________________
Dr. Gerald Carlson, President & CEO
For further information please contact:
Corporate Communications Tel: 1-604-687-1828 Toll-Free: 1-800-901-0058
Email: info@windstormresources.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits (OOTC:MNLDF) on adjacent properties are not indicative of mineral deposits on our properties.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
2011
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