TWDIF Trade Winds Ventures, Inc. (fka TWDIF)

[glens0]

TWDI looking good. Looking into maybe buying some. Sorry wrong symble. My mistake.

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Detour Gold Corporation (TSX: DGC) ("Detour Gold") and Trade Winds Ventures Inc. (TSX-V: TWD) (“Trade Winds”) have entered into a definitive agreement (the “Agreement”) pursuant to which Detour Gold will acquire all of the issued and outstanding common shares of Trade Winds, by way of a court approved plan of arrangement, for total consideration of C$84 million.

Under the terms of the Agreement, Trade Winds shareholders will receive 0.0142 of a Detour Gold share and C$0.0001 in cash for each Trade Winds share held. Based on Detour Gold’s share price on September 23, 2011, this represents total consideration of C$0.455 per Trade Winds share and a premium of 57% to Trade Winds’ closing price on September 23, 2011. Based on the respective 20-day volume weighted average prices of Detour Gold and Trade Winds, as at September 23, 2011, the consideration represents a premium of 61%.

The principal assets of Trade Winds are its interest in the 50/50 joint venture with Detour Gold in respect of the Block A property, located adjacent to Detour Gold’s Detour Lake project, and its wholly-owned Gowest property, which is also located in the Detour Lake area.

Gerald Panneton, President and CEO of Detour Gold, stated: “With Detour Gold having recently secured the remaining capital required for the development of the Detour Lake mine, we believe that this is the right time for us to consolidate our holdings in the Detour Lake camp. By acquiring Trade Winds, we are able to more effectively continue our exploration activities on the west side of the Detour Lake Project.”

Ian Lambert, President and CEO of Trade Winds, stated: “We are delighted to announce this transaction with Detour Gold. We believe that the significant premium to be received by our shareholders is highly attractive, and that our shareholders will be able to participate in the upside in Detour Gold’s shares as it enters the intermediate producers rank through the development of Detour Lake.”

Transaction Overview

The proposed transaction will be carried out by way of a plan of arrangement, the implementation of which will be subject to the approval of the Toronto Stock Exchange, the approval of the Supreme Court of British Columbia and the favourable vote of shareholders at a special meeting of Trade Winds shareholders that is expected to be held in November 2011.

In order to obtain the required shareholder approval, a favourable vote of 66 2/3% of the votes cast at the meeting, together with the favourable vote of a majority of the votes cast at the meeting (other than votes cast by Messrs Ian Lambert, Harvey Lawson and Stephen Wallace), will be required. Pursuant to the terms of the Agreement, the proposed transaction is also subject to the satisfaction of certain closing conditions customary for transactions of this nature.

The Agreement also provides for customary support and non-solicitation covenants from Trade Winds (subject to standard “fiduciary out” provisions that entitle Trade Winds to accept a superior proposal and a 5 business day “right to match” in favour of Detour Gold). The Agreement also provides for the payment of a
termination fee of C$3.15 million to Detour Gold if the proposed transaction is not completed in certain specified circumstances.

The board of directors of Trade Winds, after receiving the recommendation of its special committee and consultation with its financial and legal advisors, has unanimously determined that the proposed transaction is in the best interests of Trade Winds, is fair to the shareholders of Trade Winds, and is recommending that shareholders of Trade Winds vote in favour of the proposed transaction. Desjardins Securities Inc., financial advisor to Trade Winds and its board of directors, has provided an opinion to the effect that the consideration to be received by shareholders of Trade Winds is fair, from a financial point of view, to shareholders of Trade Winds. All of the directors and senior officers of Trade Winds have entered into customary voting support agreements pursuant to which, among other things, they have agreed to vote their common shares of Trade Winds (representing approximately 2.76% of the outstanding common shares of Trade Winds) in favour of the proposed transaction.

The number of Detour Gold shares to be issued will be approximately 2.63 million, based on Trade Winds’ currently outstanding common shares. Under the plan of arrangement, upon closing, all outstanding Trade Winds options will be exchanged for Detour Gold options. All Trade Winds warrants will remain outstanding in accordance with their terms and will, in effect, be exercisable to acquire 0.0142 of a Detour Gold share plus $0.0001 in cash for each warrant exercised.

Trade Winds will be redeeming all of the rights under its shareholder rights plan.

The terms and conditions for the proposed transaction will be summarized in Trade Winds' management information circular, which will be filed and mailed to shareholders of Trade Winds in October 2011. If it is approved by shareholders of Trade Winds, it is anticipated that the proposed transaction will be completed in November 2011.

Copies of the Agreement and certain related documents will be filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com. The Trade Winds’ management information circular will also be available at www.sedar.com.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell shares or a solicitation of a proxy.

Advisors

Detour Gold’s financial advisor is BMO Capital Markets and its legal advisors are McMillan LLP in Canada and Dorsey & Whitney LLP in the United States. Trade Winds’ financial advisor is Desjardins Securities Inc. and its legal advisor is Wildeboer Dellelce LLP.

About Detour Gold

Detour Gold is a Canadian gold exploration and development company whose primary focus is to advance the development of its Detour Lake gold project, located in northeastern Ontario, towards production. Detour Gold's shares trade on the Toronto Stock Exchange under the trading symbol DGC.

About Trade Winds

Trade Winds is a Canadian based gold exploration company whose primary focus is the advancement of its Block A (50% joint venture with Detour Gold) and Gowest properties, located in northeastern Ontario. Trade Winds has completed extensive diamond drilling programs of over 156,000 metres on the Block A and Gowest properties.

For further information please contact:

Detour Gold Corporation

Gerald Panneton, President and CEO Laurie Gaborit, Director Investor Relations
Tel: [phone] Tel: [phone]

Trade Winds Venture Inc.

Ian D. Lambert, President and CEO Terry McGee, Investor Relations
Tel: [phone] Tel: [phone] ext 228

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TRADE WINDS INTERSECTS 3.08 G/T GOLD OVER 20.8 METRES ON BLOCK A
3.08 g/t Au over 20.8 m and 0.95 g/t Au over 26.4 m in M Zone
1.91 g/t Au over 10.6 m and 2.81 g/t Au over 7.0 m in Foot Wall
2.89 g/t Au over 12.0 m and 4.24 g/t Au over 9.0 m in Hanging Wall
Assays of 62.5 g/t Au over 0.7 m and 39.6 g/t Au over 0.8 m in M Zone and 49.0 g/t Au over 1.0 m in Hanging wall

Vancouver, BC, August 22, 2011 - Trade Winds Ventures Inc. (TSX-V: TWD, FSE: TVR) is pleased to announce additional drilling results on the Block A Joint Venture project (50% Trade Winds / 50% Detour Gold), located adjacent to Detour Gold’s Detour Lake gold project in northeastern Ontario. The 1H 2011 drilling program of 69 drill holes totaling 29,756.5 metres was completed on May 2, 2011. Trade Winds is the operator of the Joint Venture exploration program.
Shown below are the significant mineralized (uncut) sections intersected in diamond drill holes TWDDH301 to TWDDH314.

Hanging Wall Zone
TWDDH-301
TWDDH-312
TWDDH-314
4.24 g/t Au over 9.0 m
0.99 g/t Au over 12.9 m
1.92 g/t Au over 9.0 m
1.15 g/t Au over 11.2 m
2.89 g/t Au over 12.0 m
TWDDH-313
1.06 g/t Au over 11.0 m
M Zone
TWDDH-301
TWDDH-302
TWDDH-303
3.08 g/t Au over 20.8 m
10.34 g/t Au over 3.9 m
3.17 g/t Au over 4.5 m
TWDDH-304
TWDDH-309
TWDDH-314
7.18 g/t Au over 8.9 m
0.9 g/t Au over 21.0 m
0.95 g/t Au over 26.4 m
Foot Wall Zone
TWDDH-303
TWDDH-314
TWDDH-313
0.89 g/t Au over 8.0 m
1.30 g/t Au over 9.7 m
2.19 g/t Au over 8.1 m
0.95 g/t Au over 5.2 m
1.91 g/t Au over 10.6 m
2.81 g/t Au over 7.0 m