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by Stockwatch Business Reporter

The TSX Venture Exchange fell 5.92 points to 608.76 Wednesday. Clive Massey's NEX shell, Windfire Capital Corp. (WIF), plans to acquire a 70-per-cent interest in Riviera Mina Ltd., a Namibian oil and gas explorer, from DMiner Asset Management Inc., which will own the remaining 30 per cent of Riviera.

Windfire will pay a $100,000 (U.S.) refundable deposit, issue up to eight million shares and also issue a $1.9-million (U.S.) convertible debenture to DMiner, a private company registered in the Bahamas that is controlled by promoter Duane Parnham. The debenture will be convertible into $1 shares for two years. Mr. Parnham, set to become executive chairman of Windfire when this deal closes, is an experienced stock promoter who has had previous success with a different Namibian oil and gas explorer. In 2007, he became a director and large shareholder of UNX Energy Corp., a Namibian oil explorer that was trading at 60 cents. Mr. Parnham remained with UNX until April, 2011, when it was taken over by HRT Participacoes em Petreleo SA, now trading as Petro Rio SA (PRJ: $0.65), in an all-stock deal worth $730-million, or $6.17 a share. Mr. Parnham held 5.72 million shares of UNX when it was taken over. These days, a much-richer Mr. Parnham is the chairman of Giyani Gold Inc. (WDG: $0.085) and the president of a Giyani spin-off, Canoe Mining Ventures Corp. (CLV: $0.04), both of which have had trouble finding interested investors in the current market. Mr. Parnham should have made enough shareholders happy from his UNX days to get this new Riviera deal going. Riviera plans to close a $5-million private placement of 10 million subscription receipts at 50 cents before closing this deal. Those receipts will convert into shares of Windfire.

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