Trade Winds to Sell its Detour Lake Assets to New Company PDF Print E-mail
SUBSIDIARY OF CANADIAN BANK TO INVEST IN TRADE WINDS AND TRADE WINDS TO SELL ITS DETOUR LAKE ASSETS TO NEW COMPANY TO BE FORMED

Toronto, Ontario, December 7, 2007 – Trade Winds Ventures Inc. (“Trade Winds” or the “Company”) is pleased to announce that, subject to the conditions set out below, its Detour Lake properties (all Detour assets including Block A, operated as a 50/50 joint venture with Detour Gold Corp., and its 100% owned Gowest property) will be transferred to a new company to be formed, headquartered in Toronto, Ontario (“Newco”).  Trade Winds expects to receive consideration of approximately 50% of the common shares of Newco, which is anticipated to be financed with a minimum $15,000,000 private placement followed by an Initial Public Offering expected later in 2008.  In addition, Newco expects to have the option to fund Trade Winds’ expenditures related to the Detour Lake properties from the earlier of the completion of the transaction or May 31, 2008.  Newco intends to conduct an aggressive exploration program at the Detour Lake project during 2008 and 2009 with the objective of increasing the current resource and work toward initiating a feasibility study.  RBC Dominion Securities Inc. has the option to provide up to 100% of the funding for Newco.

Ian Lambert, President and CEO of Trade Winds, stated: “With an NI 43-101 compliant gold resource of 804,321 indicated ounces of gold and 1,499,552 inferred ounces of gold, the Detour Lake Block A and Gowest properties are now ready for the next level in the mine development life cycle.  We believe that the logical next step is to bring in new exploration management expertise and the necessary funding going forward, and augmenting that team with the experience that we have gained over the last several years of exploration at Detour Lake.”  Mr. Lambert added: “This proposed transaction is consistent with Trade Winds’ partnership and spin-out strategies which are being designed to improve the identification and valuation of each specific Trade Winds’ property, enabling Trade Winds to separately finance and develop its various assets, selectively reducing stock dilution. We believe our shareholders will realize greater upside value through a 50% equity ownership in Newco than is currently being recognized at this point in time.”

General Terms of the Agreement

The transaction is subject to:

1.    Regulatory approvals, including acceptance by the TSX Venture Exchange (“TSX-V”);
2.    Approval from the shareholders of Trade Winds by April 30, 2008;
3.    Completion by Newco of a minimum $15 million private placement within 45 business days of the date of the agreement; and
4.    Other customary conditions.

If Newco fails to close the private placement within the required time or if shareholder approval is not obtained by Trade Winds, Trade Winds shall retain its interest in the Detour Lake Block A and Gowest properties.

Upon closing of the transaction, Trade Winds will have two representatives on Newco’s board of directors, which shall consist of at least five members.  Trade Winds expects to call a special meeting of its shareholders to seek approval for the transaction in April, 2008.  Octagon Capital Corporation is acting as advisor in this transaction.

Detour Lake Block A and Gowest Properties
 
The Detour Lake Block A and Gowest properties contain the M Zone structural corridor.  The M Zone structural corridor is a gold bearing structure that begins near surface at the eastern boundary of Block A, and plunges gently westward along strike for over four kilometres on to the immediately adjacent 100% owned Gowest property.  Two significant mineralized zones occur along a komatiite structure, the Upper and Lower M Zone gold zones. The near surface and other portions of the M Zone structural corridor drilled to date are the subject of our NI 43-101 compliant resource estimate (October 2006).  The 2008 and 2009 M Zone drilling program will be designed to test the westward extension of the known gold mineralization both near surface and at depth, with the purpose of adding new gold ounces to the resource estimate and upgrading the current near surface inferred resource to the indicated category.

Golder Associates Ltd. (Golder) was commissioned by Trade Winds to provide an independent Mineral Resource Estimate in conformance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Mineral Resource and Mineral Reserve definitions referred to in the National Instrument NI 43-101, Standards of Disclosure for Mineral Projects. The resource estimation work was completed in October 2006 and is based on information contained within the Technical Report prepared by Golder for Trade Winds and filed on SEDAR, which, using a cut-off of 1.0 grams/tonne, outlines an indicated resource of 14,158,000 tonnes grading 1.77 grams Au/t containing 804,321 ounces of gold and an inferred mineral resource of 24,796,000 tonnes grading 1.88 g Au/t containing 1,499,552 ounces of gold.

Trade Winds Announces a Private Placement of up to $6.25 Million

Trade Winds further announces that it has agreed to a brokered private placement led by Octagon Capital Corporation as lead agent (the “Agent”) of up to 14,000,000 non-flow-through units (“Units”) at $0.25 per Unit for gross proceeds of up to $3,500,000 (the “Brokered Offering”).  RBC Dominion Securities Inc. has agreed to subscribe for 8,000,000 Units.

Each Unit consists of one non-flow-through common share and one-half of one transferable non-flow-through common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share of the Company for a period of two years from closing at an exercise price of $0.30.

The Agent will receive a cash commission of 8.0% of the gross proceeds raised in the Brokered Offering, payable in cash or, in whole or in part, at the option of the Agent, in units of the Company having the same attributes as the Units.  In addition, the Agents will receive compensation warrants equal in number to 8.0% of the aggregate number of Units sold pursuant to the Brokered Offering (“Agent’s Compensation Warrants”) exercisable for two years following closing at the offering price of the Units.

Concurrent with the Brokered Offering, the Company is undertaking a non-brokered financing for up to 3,333,334 flow-through units at a price of $0.30 per flow-through unit (“FT Units”) for gross proceeds of up to $1,000,000, consisting of one flow through common share and one-half of one transferable non-flow through common share purchase warrant (“Warrant”).  Each whole Warrant entitles the holder to acquire one additional common share of the Company for a period of one year from the date of closing at a price of $.50 per share.  The non-brokered financing will also consist of up to 7,000,000 non-flow through units having the same attributes as the Units for gross proceeds of up to $1,750,000.  A finder’s fee in cash and/or Units is payable in connection with the non-brokered financing.  In addition, The Company will issue finders warrants having the same attributes as the Agent’s Compensation Warrants equal in number to 8% of the aggregate number of units and FT Units sold under the non-brokered financing.

The net proceeds from the issue of FT Units will be used for exploration and development of the Company’s Birch Lake Property in Ontario and Treasure Mountain Property in British Columbia.  The flow-through funds will constitute Canadian Exploration Expenses and will be renounced for the 2007 taxation year.  The net proceeds raised from the issue of Units and non-brokered units will be used for exploration and development costs, property acquisition costs, investments, and working capital.

FOR FURTHER INFORMATION PLEASE CONTACT:
Ian D. Lambert, CEO/President (604) 742-2522             
Terry McGee, Investor Relations Toll Free (877) 811-4518 ext 228 or (604) 742-2531

Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Visit our Website at www.tradewindsventures.com


This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.


THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS PRESS RELEASE.


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