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October 4, 2013 Vancouver, Canada -- El
Niño Ventures Inc. ("ELN" and the
"Company") (TSX.V: ELN; Frankfurt: E7Q;
OTCQX: ELNOF announces that, further
to its August 26, 2013 and September 12,
2013 news releases, it has completed its
final tranche of a non-brokered
flow-through and non flow-through
private placement of 13,150,000 units
for proceeds of $263,000. In aggregate,
the private placement has been
subscribed for a combined 15,850,000
units for gross proceeds of $317,000.
Each non flow-through unit ("NFT Unit")
consists of one common share and
one-half of one non-transferable share
purchase warrant ("Warrant") at a price
of $0.02 per NFT Unit. Each Warrant will
entitle the holder thereof to purchase
one additional common share of the
Company for a period of 24 months from
the closing date at a price of $0.05 per
share during the first year and $0.10
per share during the second year.
Each flow-through unit ("FT Unit")
consists of one common share and
one-half of one non flow-through,
non-transferable share purchase warrant
("Warrant") at a price of $0.02 per FT
Unit. Each Warrant will entitle the
holder thereof to purchase one
additional non flow-through common share
of the Company for a period of 24 months
from the closing date at a price of
$0.05 per share during the first year
and $0.10 per share during the second
year.
Harry Barr, Chairman, Chief Executive
Officer ("CEO") and a director of the
Company, purchased 7,500,000 common
shares and Warrants to purchase up to
further 3,750,000 common shares in the
capital stock of the Company for
$150,000. In addition, Mr. Barr is also
Chairman, CEO and a director of Pacific
North West Capital Corp. ("PFN") which
holds 8,558,776 common shares of the
Company. While Mr. Barr does not have
sole control over the common shares held
by PFN, he participates with both
management and directors in the
decision-making with respect to PFN's
shares and so is deemed to have control
over a total of 19,754,652 common shares
representing 21.5% of the issued and
outstanding common shares in the capital
stock of the Company, thus Mr. Barr has
become a New Control Person (as defined
by the policies of the TSX Venture
Exchange ("Exchange") and holds a
sufficient number of voting shares of
the Company to materially affect the
control of the Company.
The Company will also experience a
Change of Control as that term is
defined by the policies of the Exchange.
Disinterested shareholder approval of
the private placement, Mr. Barr's
investment in this private placement,
the creation of a New Control Person and
the resulting Change of Control of the
Company, was approved at the Company's
Annual General and Special Meeting held
September 25, 2013.
The common shares and warrants were
purchased by Mr. Barr for investment
purposes and these security holdings
will be evaluated by him and the
investment increased or decreased from
time to time at his discretion.
The private placement is in reliance on
the temporary relief measures
established by the TSX Venture Exchange
(the "Exchange"), and is being conducted
in accordance with the temporary relief
criteria set out in the Exchange's
bulletin of April 12, 2013, in relation
to the extension and modification of
temporary relief from certain pricing
requirements (the "Temporary Relief
Measures"). The Company has paid
$5,390.00 and 269,500 warrants in
finder's fees in connection with this
final tranche Closing. This private
placement has been approved by the
Company's board of directors, excluding
those directors that may have a direct
interest in the private placement.
The proceeds from the sale of the final
tranche of FT and NFT Units will be used
as follows:
Maintain 35% earned interest in Murray
Brook project: $98,000
Office Lease: $60,000
Insurance: $20,000
Audit: $15,000
Legal Costs: $70,000
Total: $263,000
The
Company confirms that no funds raised as
part of the private placement will be
used to pay any liabilities owed to any
related parties in this Closing. The
shares issued with respect to the
Offering will be subject to a four-month
hold period in accordance with
applicable Canadian Securities Laws.
Completion of the Offering and any
finder's fees payable is subject to
regulatory approvals, including approval
of the Exchange under Temporary Relief
Measures.
About El Niño Ventures Inc. Bathurst
Projects
El Niño Ventures Inc. has two active
projects in the Bathurst Mining Camp:
1. Murray Brook Project
The Murray Brook Project is located 60
km west of Bathurst, in the northwest
part of the Bathurst Mining Camp (Figure
1). The Murray Brook deposit is a
zinc-lead-copper-silver massive sulphide
which is the subject of a recently
completed Preliminary Economic
Assessment. The project is supported by
excellent infrastructure including paved
roads, grid electricity and communities
to provide goods, services and skilled
labour.
ELN and VMC currently own 100% of the
Murray Brook Project and VMC is the
operator. VMC controls 65% and ELN
controls 35%.
Murray Brook Project and Camel Back
property location map, Bathurst Mining
Camp, New Brunswick.
To date,
more than 28,000 metres of drilling has
been completed on the Murray Brook
Project. The first NI43-101 mineral
resource estimation and the first
metallurgical results were published in
press releases dated February 2012 and
January 2013, respectively. On June 5,
2013 a positive Preliminary Economic
Assessment was announced (see news
release). The results of the PEA
demonstrate the potential technical and
economic viability of establishing a new
mine and mill complex on the Murray
Brook property. The projected cash flows
indicate an after-tax NPV at a 5%
discount rate of $96.4 million, an IRR
of 11.4%, and a payback period of 5.4
years. The NI43-101 Technical Report is
now filed on SEDAR and is also available
on the ELN website (see
http://www.elninoventures.com).
2. Bathurst Option Joint Venture
The BOJV project is a Tri‐Party
Agreement with Glencore Canada
Corporation and VMC covering much of the
area of the Bathurst Mining Camp in
northeastern New Brunswick (Figure 1).
The project commenced in July 2009. VMC
can earn 50% by spending $10 million
over 5 years. VMC can further increase
its interest to 70% by spending an
additional $10 million over 2 more
years. Exploration expenditures to date
by VMC total about $6.7 million. A $2
million dollar drill program was
announced on September 10, 2013. (see
news release).
BOJV project originally consisted of
4712 claims owned 50% ELN and 50%
Glencore Canada Corporation and 2907
claims owned 100% by Glencore Canada
Corporation, together with an Area of
Interest in which ELN and Glencore
Canada Corporation hold equal interest.
Due to the Area of Interest, the BOJV
generates new projects for ELN at no
initial cost. An example of such project
generation for ELN is the Murray Brook
Project.
Votorantim Metals Canada Inc.
Statement
Technical details in this news release
were provided by VMC whose professional
geologists conduct operations consistent
with mineral industry best practices.
VMC accepts no responsibility for this
news release or any inferences made from
the technical details provided herein.
About Votorantim Metals Canada Inc.
VMC is a subsidiary of Votorantim Metais
a company that is part of the Votorantim
Group that was founded in Brazil in
1918. The Votorantim Group operates in
twenty countries and has over 40,000
employees. Votorantim Metais is the
largest electrolytic nickel producer in
Latin America and one of the world's
leaders in the production of zinc,
aluminum and nickel. VMC in conjunction
with Glencore Canada Corporation and El
Nino Ventures is operator of the
Bathurst Option and Joint Venture which
is actively exploring for base metal
deposits within the Bathurst Mining
Camp.
About El Nino Ventures Inc.
El Niño Ventures Inc. is an
international exploration company,
focused on exploring for zinc, lead,
copper, silver and gold in New
Brunswick, Canada and copper in the
Democratic Republic of Congo ("DRC").
This news release is being disseminated
as required by National Instrument
62-103 The Early Warning System and
Related Take-Over Bid and Insider
Reporting Issues in connection with the
filing of an early warning report
("Early Warning Report") regarding the
acquisition by Harry Barr, Chairman, CEO
and a director of El Niño Ventures Inc.
("El Niño"), c/o 650 - 555 West 12th
Avenue, Vancouver, BC V5Z 2X7. A copy of
the Early Warning Report may be
requested from the Company and may also
be found in El Niño's continuous
disclosure record at www.sedar.com.
On Behalf of the Board of Directors
"Harry Barr"
Harry Barr
Chairman & CEO
El Nino Ventures Inc.
Further Information: Tel: +1 604 685
1870 Fax: +1 604 685 8045
Email: info@elninoventures.com or visit www.elninoventures.com
650-555 West 12th Avenue, City Square, West Tower, Vancouver, B.C.,
Canada, V5Z 3X7
Neither the TSX Venture Exchange
nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements. Note: This
release contains forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual
future events or results and are based on current expectations or
beliefs. For this purpose, statements of historical fact may be
deemed to be forward-looking statements. In addition,
forward-looking statements include statements in which the Company
uses words such as "continue", "efforts", "expect", "believe",
"anticipate", "confident", "intend", "strategy", "plan", "will",
"estimate", "project", "goal", "target", "prospects", "optimistic"
or similar expressions. These statements by their nature involve
risks and uncertainties, and actual results may differ materially
depending on a variety of important factors, including, among
others, the Company's ability and continuation of efforts to timely
and completely make available adequate current public information,
additional or different regulatory and legal requirements and
restrictions that may be imposed, and other factors as may be
discussed in the documents filed by the Company on SEDAR (www.sedar.com),
including the most recent reports that identify important risk
factors that could cause actual results to differ from those
contained in the forward-looking statements. The Company does not
undertake any obligation to review or confirm analysts' expectations
or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events. Investors should not place undue reliance on forward-looking
statements. |
