Windfire Executes Definitive Agreement for Change of Business Transaction and Amends Terms of Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Windfire Capital Corp. ("Windfire" or the "Company") (TSX VENTURE:WIF) announces
the execution of a definitive share purchase agreement dated July 10, 2014 with
Rosebud Productions Inc. ("Rosebud") in connection with the purchase of all of
Rosebud's outstanding securities, as announced on May 21, 2014 and July 8, 2014.
The transaction is intended to constitute a Change of Business Transaction of
Windfire in accordance with Policy 5.1 of the TSX Venture Exchange (the
"Exchange"), subject to the Exchange's approval. 


Windfire also announces the terms of the private placement previously announced
in a news release dated June 17, 2014 have been amended to remove the
acceleration clause on the warrants and lengthen the expiry date of the warrants
from 12 months to 24 months from the date of closing. The private placement
financing will consists 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 24 months from the date of issuance one additional
common share of Windfire at a price of $0.40 per common share. All other terms
and conditions of the Offering remain the same as previously disclosed.


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 has applied 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. 


To find out more about Windfire Capital Corp., please contact investor relations
at 604-669-2191 or email info@windfirecapital.com. You may also visit the
website at www.windfirecapital.com.


ON BEHALF OF THE BOARD OF DIRECTORS OF WINDFIRE CAPITAL CORP.

Windfire Capital Corp. 

Clive Massey, President & 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 private placement and change of business
transaction; anticipated closing dates of the private placement 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Windfire Capital Corp.
Clive Massey
President, CEO and Director
(604) 669-2191
www.windfirecapital.com
(TSXV:WIF)
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