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Winfield Resources Ltd.:
Clarification of Prior Disclosure
Symbol: WWF
and WWF.H
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 20,
2007) - Winfield Resources Limited (TSX VENTURE:WWF)
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THIS RELEASE IS NOT INTENDED FOR DISTRIBUTION IN THE
UNITED STATES.
The Company announces that trading in the Company's
shares remains suspended pending the TSX Venture
Exchange's ("Exchange") review of certain of the
Company's past disclosure, as announced on September
11, 2007. This news release is being disseminated to
clarify or retract certain statements made by the
Company in earlier news releases; and is being
disseminated as a result of the Exchange's review
and includes content prescribed by the Exchange.
By news release dated July 26, 2007 the Company
announced it had received a non-binding letter of
interest from SK Engineering & Construction of
Seoul, South Korea to participate in the Company's
proposed new refinery projects in Libya and Tunisia.
The Company had stated that the SK Engineering &
Construction letter of interest answered engineering
and construction references required by the Libyan
and Tunisian authorities. After reviewing the letter
from SK Engineering & Construction, and other
documents from the Company, the Exchange advised the
Company that it considers the Company's press
release of July 26, 2007 as misleading and not an
accurate or balanced representation of the letter
from SK Engineering & Construction.
To correct its disclosure the Company wishes to make
it clear that:
(i) it has no definitive agreement with SK
Engineering & Construction, (rather only a
non-binding letter of intent, as previously
announced); and
(ii) the Company has no definitive assurance that
the Libyan and Tunisian authorities will accept
either SK Engineering & Construction on its own, or
the Company's letter of interest, as satisfying
their requirement for an engineering and
construction reference. Therefore the Company
retracts this statement.
With respect to the proposed construction and
operation of new oil refineries in Libya and
Tunisia, the Company confirms there are a number of
material risks associated with the same, including:
(i) there is no assurance that the Company's
proposals will be accepted, either on terms
acceptable to the Company or at all;
(ii) there is no assurance that the Company will be
able to arrange any of the necessary financing,
refinery construction expertise, or the crude oil
feedstock to process in the refineries; either on
terms acceptable to the Company or at all; and
(iii) there is political uncertainty in transacting
business in Libya and Tunisia, including as to the
specific rules and regulations applicable to such
business operations.
Any of these risks could easily result in the
Company being unable to proceed with these
opportunities.
Further, the Company announced by news release dated
July 4, 2007 that: (i) it had "received a
non-binding letter of interest from AX Energy
Holdings Ltd. to debt finance the Company's proposed
refinery projects in Libya"; and (ii) "upon subject
removal, AX Energy and its principal bank, Barclay's
Bank PLC, have a US four billion dollar lending
capacity".
Similarly, by news release dated July 16, 2007 the
Company announced: (i) it had received a non-binding
letter of interest from AX Energy to debt finance
the Company's proposed new refinery project in the
Republic of Tunisia; (ii) upon subject removal, AX
Energy and its principal bank, have a US four
billion dollar lending capacity; and (iii) the AX
Energy letter of interest answers financial capacity
requirements of the Tunisian authorities.
The Company reiterates that the non-binding letter
of interest is subject to: (i) negotiation of
specific terms and conditions with AX Energy; (ii)
ratification by the respective boards of directors;
(iii) preparation of a full feasibility report; and
(iv) acceptance of the lending bank.
After reviewing the actual letters from AX Energy,
and other documents from the Company, the Exchange
advised the Company that it considers the Company's
press releases of July 4, 2007 and July 16, 2007 as
misleading and not an accurate or balanced
representation of the letters from AX Energy.
To correct its disclosure the Company wishes to
clarify that it has not independently verified, or
been able to verify to its satisfaction or to the
satisfaction of the Exchange, the financial capacity
of AX Energy to lend or arrange for the lending of
the eight billion dollars stated in the news
releases, or that Barclays Bank PLC can or will be
involved with or lend any funds toward the proposed
refineries. Neither the Libyan nor Tunisian
authorities have expressly accepted AX Energy as
answering the financial capacity requirement of the
Company's proposal to build refineries. The Company
therefore retracts these statements.
The risks continue that:
(i) AX Energy may not have the financial capacity
acceptable to the government authorities;
(ii) final terms of financing may not be acceptable
to the Company; and/or
(iii) the Company may not be able to get any
financing for the refinery projects.
By news release May 14, 2007 the Company announced
it had an agreement in principal with the Libyan
National Oil Company ("NOC") for it to supply crude
oil feedstock to the Company's proposed new oil
refinery in Zarzis, Tunisia.
The Company wishes to clarify that such agreement in
principal is based on a verbal confirmation, which
itself is subject to or conditional upon finalizing
a definitive written agreement. The Company has been
unable to provide any definitive or tangible
evidence acceptable to the Exchange that it has any
agreement in principal with the NOC to supply the
Company with crude oil feedstock. To date, the
Company does not have a written agreement with the
NOC to supply such feedstock; and as such the
proposed feedstock contract with the NOC remains
subject to the risk that no written contact will be
formalized on terms acceptable to the Company, or at
all. The Company has been advised by the Exchange
that it considers the Company's disclosure in its
May 24, 2007 press release regarding the oil
feedstock agreement in principal as misleading as
the Company did not state that its agreement in
principal was only based on a verbal confirmation.
To further clarify and correct the Company's
disclosure on this issue the Company cautions the
public on relying on the verbal confirmation of such
agreement.
Also in the May 14, 2007 news release the Company
announced that its application for a non-refundable
grant to finance a fuel ethanol facility in Rwanda
had been approved by the grant provider. After
reviewing various documents and correspondence
regarding the grant, the Exchange advised the
Company that it considers the Company's statements
regarding the grant, in the press releases of May
14, 2007, to be misleading and not an accurate or
balanced representation of the status of the grant.
To correct its disclosure the Company wishes to
clarify that the grant provider is the European
Economic Development Council (EEDC), and that the
grant has only been approved in principle by the
EEDC. The Company does not have an approved
application for a grant. Rather the Company's
partner in the project, TDI Technologies Inc., has
provided the Company with documentation indicating
that its proposal for the facility to produce
ethanol from indigenous feedstock has in principal
been approved by the EEDC. To move the project
forward requires a number of approvals from the
Rwandan government, and the defining, costing and
structuring of the project components in a detailed
business plan. For clarity: (i) the ethanol fuel
project is at the proposal stage only, and subject
to Rwandan government review and approval; and (ii)
the financing for such project has not been secured.
The Company has been unable to provide evidence
satisfactory to the Exchange that any definitive
agreement for financing the project exists. The
Company cautions that there is no assurance the
Company's proposed ethanol facility will be approved
by the government, that a viable business model can
be constructed for such project, or that the
proposed financing will be made available on terms
acceptable to the Company.
By news releases dated April 17, 2007 and April 23,
2007 the Company announced that 60 million dollars
in the form of a segregated capital pool is
available to the Company on a draw basis, subject to
completion of a full feasibility report, with
respect to the Company's proposed cellulose to
ethanol facility in northern B.C. After reviewing
various documents and correspondence regarding the
said financing, the Exchange advised the Company
that it considers the Company's statements regarding
the financing, in the press releases of April 17,
2007 and April 23, 2007, as misleading and not an
accurate or balanced representation of the status of
the financing.
To correct its disclosure the Company wishes to
clarify that it does not have a definitive agreement
in place giving the Company access to 60 million
dollars in financing for the project. The Company in
fact has only an expression of interest from an
investment banking consultant to work with the
Company to source and secure the 60 million dollars
of debt financing, conditional upon review of
supporting documentation (including a feasibility
report). The Company therefore retracts the
statement that it has access to 60 million dollars
in financing. The Company cautions that there is no
assurance that any financing will be made available
to the Company on terms acceptable to it or at all.
By news release dated March 12, 2007 the Company
provided certain details of the high level
feasibility report received from TDI Technologies
Inc. regarding the Company's proposed ethanol feed
lot facility for High Level, Alberta. for clarity,
the authors of that report were Mr. Paul M. Funston,
and Mr. Sid D. Jaycock, both retired professional
engineers, and not registered professional engineers
as disclosed on the Company's website which has now
been corrected. The Company further clarifies that
the report authored by Mr. Funston and Mr. Jaycock
was not a technical report requiring the knowledge
and technical expertise of an active professional
engineer. The report should not be considered a
definitive study on the economic viability or
engineering and technical requirements for such a
facility. The news release also contained certain
noncompliant future oriented financial information
("FOFI") regarding such proposed facility, including
statements as to projected annual revenues and
earnings. The Company therefore retracts this FOFI
information and cautions that such FOFI is
uncertain, subject to change, and actual results can
and likely will vary materially from the numbers
stated. The FOFI was not reviewed by the Company's
auditors, was based on a report written by retired
engineers who are not experts on financial matters,
was not prepared in accordance with CICA guidelines,
and as such should not be relied upon.
Also in the Company's March 12, 2007 news release it
stated that "This report (TDI Technologies Inc's
feasibility report) has been forwarded to qualified
lenders and we await their comments". No definitive
agreements or arrangements to finance the proposed
ethanol facility have been negotiated or entered
into, and the Company offers no assurance that any
financing will be arranged on terms acceptable to
the Company, or at all.
By news release dated March 5, 2007 the Company
announced that it had negotiated crude oil feedstock
contracts with Sonatrach, the Algerian state oil
company with respect to the Company's proposed oil
refinery to be constructed at Zarzis, Tunisia.
The Company wishes to clarify that (i) its
arrangement for crude oil feedstock is not
definitive, (ii) it is based on verbal assurances
only, and (iii) there is the risk that such
arrangement may not be finalized. The Company has
been unable to provide any definitive or tangible
evidence acceptable to the Exchange that it has any
agreement in principal with Sonatrach to supply the
Company with crude oil feedstock. The Company has
been advised by the Exchange that it considers the
Company's disclosure in its March 5, 2007 press
release regarding the oil feedstock contract as
misleading as the Company's disclosure did not state
that it was only based on a verbal confirmation. To
further clarify and correct the Company's disclosure
on this issue the Company cautions the public on
relying on the verbal confirmation of such
agreement.
Additionally, in the March 5, 2007 news release, the
Company stated that it had arranged 100% debt
financing for the Zarzis oil refinery, subject to
certain performance covenants. The Company wishes to
clarify that the debt financing was to be provided
through AX Energy Holdings Ltd. and was only based
on verbal assurances the Company had received from
AX Energy. The Company has been unable to provide
evidence satisfactory to the Exchange that AX Energy
has the ability to provide financing for the
project. The Company has been advised by the
Exchange that it considers the Company's disclosure
regarding the debt financing in its March 5, 2007
press release as misleading as the Company's
disclosure did not state that it was only based on a
verbal confirmation at that time. The Company did
subsequently obtain non-binding letters of interest
from AX Energy, but as the Company has disclosed
above, the Company has not independently verified
the potential capacity of AX Energy to lend the
necessary funds, or that any independent bank can or
will be involved with or lend any funds towards this
proposed refinery.
By news release dated February 8, 2007 the Company
announced it had been awarded a $250,000 contract to
refurbish the NOC oil refinery located in Tobruk,
Libya. The Company wishes to clarify that such
contract was only based on a verbal affirmation
given by a NOC representative to the Company's
Libyan representative, and that such contract was
not unconditional. The Company has been unable to
provide evidence satisfactory to the Exchange as to
the existence of any such agreement. The Company has
been advised by the Exchange that it considers the
Company's disclosure in its February 8, 2007 press
release regarding the Tobruk contract as misleading
as the Company's disclosure did not state that it
was only based on a verbal confirmation.
In addition the Company wishes to provide an update
on the status of its verbal $250,000 contract to
refurbish the NOC oil refinery located in Tobruk,
Libya. In March of 2007 the NOC changed its policy
from awarding tenders to refurbish its oil
refineries to instead sell or joint venture the
operation of oil refineries, and including
refurbishment as part of the sale or joint venture
process. as a result the Company's verbal contract
has been cancelled. The Company awaits the NOC's
decision to put forward the Tobruk oil refinery for
sale or joint venture.
By news release January 5, 2007 the Company
announced that Loudon Exploration Inc. had withdrawn
its Encinitas property from the market and that the
Company had "retired its financiers" and technical
support. The Company wishes to clarify that the
Company did not have, at that time, financing in
place to acquire the property, but rather had
engaged a third party to locate and arrange
acquisition financing. When the Encinitas
opportunity was removed, the Company instructed its
agent to stop efforts toward locating financing. The
Company has been advised by the Exchange that it
considers the Company's disclosure in its January 5,
2007 press release regarding retiring its financiers
for the Encinitas property to be misleading as the
Company's disclosure implied it had financing in
place, when it never had definitive financing in
place for the planned acquisition. The Company notes
that it never said that it had definitive financing
in place.
Also in the Company's January 5, 2007 news release,
the Company announced it had prepared and advanced
its budget recommendations onto CKG Libya Branch,
its joint venture partner, with respect to the
refurbishment of the Azzawiya refinery. This
announcement was further to the Company's news
release of October 30, 2006 which announced the
Company's exclusive agreement with CKG Libya Branch
to work together to submit a bid to refurbish the
Azzawiya refinery. The Company wishes to clarify
that the budget recommendations only pertained to a
summary review of what the overall budget might be,
and were only based on short email correspondence by
the Company's consultant to CKG. The Company did not
provide a detailed analysis or study of the
opportunity to CKG. The Company has been unable to
provide any definitive evidence acceptable to the
Exchange that it provided an actual budget
recommendation for the Azzawiya refinery to CKG. The
Company has been advised by the Exchange that it
considers the Company's disclosure in its January 5,
2007 press release regarding the budget
recommendations for the Azzawiya refinery as
misleading based on the information presented by the
Company to the Exchange.
In the Company's press release dated February 8,
2007 the Company stated that the Azzawiya refinery
refurbishment project has been withdrawn by the NOC.
The Company has been unable to provide any
definitive evidence acceptable to the Exchange
stating that the NOC has withdrawn the Azzawiya
refinery refurbishment project.
The Company wishes to clarify that the withdrawal of
the Azzawiya refinery refurbishment project is based
on statements from the Company's employee in Libya
and no definitive documentation from the NOC on this
matter has been provided to the Company. The project
was withdrawn prior to any bid being prepared or
submitted.
By news release dated April 7, 2006 the Company
announced it had entered into a letter of interest
("LOI") with Louden Exploration with respect to the
acquisition of an interest in the Encinitas Field,
Texas. The Company did not retain a fully signed
copy of its agreement, has been unable to source a
copy from any source, and so has been unable to
provide evidence satisfactory to the Exchange as to
the existence of any such agreement.
New Director and Officer
The Company is pleased to advise that Mr. Mark
Parfitt has agreed to join the Company's board of
directors. Mr. Parfitt received a Master of Science
degree in Petroleum Geochemistry from the University
of Newcastle in 1993, and is a member of the
Geological Society of London, UK. He is currently a
corporate equities analyst, energy sector, with
Hardman and Co. of London, UK; and also provides
financial modeling and consultancy work in the
petroleum industry.
The Company is also pleased to advise that Ms. June
Ballant has agreed to act as the Company's Chief
Financial Officer. Ms. Ballant is a self-employed
consultant who provides accounting and
administrative services to public companies.
Corporate Governance
as a result of the Exchange's review, the Company
has adopted a new corporate governance policy
dealing with the dissemination of material facts and
material changes; which policy is available for
review on the Company's web site. The policy
includes the establishment of a Disclosure Committee
(initially Bob Wilson, Ken Tangen and Mark Parfitt),
and standards for review and disclosure of material
information. In addition the directors of the
Company will take a course on corporate governance
and disclosure.
The Company notes that these items are subject to
review by the Exchange to determine their adequacy
and effectiveness in resolving the Exchange's
concerns regarding the Company's corporate
governance practices. The Company adds that the
Exchange may require additional corporate governance
items to be enacted by the Company to resolve its
concerns.
Company's Shares to Trade on the NEX
In the most recent fiscal year the Company did
minimal work on its Canadian mineral properties
(less than $5,000), and spent the vast majority of
its time and resources toward the pursuit of other
business opportunities. The Company has been
informed by the Exchange that the Company has failed
to meet minimum maintenance requirements as a Tier 2
mineral exploration company. as a result, the
Company will resume trading on the NEX board of the
Exchange, pending either its satisfaction of Tier 2
requirements or filing and obtaining Exchange
acceptance to such Change of Business as the Company
may complete in the future.
Investor Relations
The Company advises that it previously engaged
Badshah Communications Group Inc. during the period
March 2006 to August 2007. The Company's arrangement
was for Badshah to provide investor relations
services only, including dissemination of news
releases, communications with the brokerage
industry, shareholder communications, and the like.
The Company paid Badshah $2,000 per month, and
granted 400,000 stock options. The Company
terminated its relations with Badshah when it first
learned the BCSC was investigating matters at
Badshah.
Commencing in September 2007 the Company retained
the services of Nazima Ali to provide investor
relation activities on behalf of the Company. Ms.
Ali previously worked with Badshah on the Company's
file, and the Company engaged her services to
preserve continuity. Ms. Ali receives $4,000 per
month and currently holds 275,000 incentive stock
options. Her tasks are essentially the same as
previously undertaken by Badshah, including investor
relations and marketing services, answering
shareholder inquiries, and making presentations to
the brokerage community.
Upon being advised that the Company had hired Ms.
Ali to provide investor relations services, the
Exchange required the Company to file a personal
information form ("PIF") for Ms. Ali. The Company
completed this filing on December 6, 2007 and awaits
comments from the Exchange regarding the
acceptability of Ms. Ali to conduct investor
relations services for the Company.
On behalf of the Board
R. Michael Foley, President and CEO
Certain statements herein may constitute "forward
looking" statements that involve known and unknown
risks, uncertainties and other factors that may
cause our actual results to be materially different
from any future results expressed or implied by such
forward looking statements. These statements relate
to future events and reflect the expectations of
management regarding business prospects and
opportunities. Such forward looking statements
reflect current beliefs of management or of the
third parties to which they are attributed and are
based on information currently available to us. In
some cases, the statements use such words as "may",
"will", "intend", "should", "expect", "believe",
"plan", "anticipate", "estimate", "predict",
"potential", "continue" or the negative of these
terms or other similar terminology. These statements
reflect current expectations regarding future events
and speak only as of the date hereof, or in the case
of third party statements as of the date on which
they were made. forward looking statements involve
significant risks and uncertainties, should not be
read as guarantees of future results, and will not
necessarily be accurate indications of whether or
not such results will be achieved, and there can be
no assurance that actual results will be consistent
with these forward looking statements.
The TSX Venture Exchange has not reviewed and does
not accept responsibility for the adequacy or
accuracy of this release.
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