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Rockport, Ontario July 9, 2019 - El Nino
Ventures Inc. (the "Company" or "ELN")
announces that by mutual agreement,
Puma Exploration Inc. ("Puma") and ELN
have agreed to modify the terms of the
amended and restated Asset Purchase
Agreement signed October 5, 2016, as
amended thereafter. Pursuant to the
fourth amending agreement signed by Puma
& ELN, Puma now has until June 30, 2020
to proceed with the final $1M cash
consideration. Puma will also pay ELN an
additional $120,000 for this additional
option as follows:
Puma shall pay the amount of $30,000 to
ELN on or prior to each of July 30,
September 30 and December 31, 2019 and
March 31, 2020, as an additional
quarterly fee for this extension to the
Purchase Agreement. The total $120,000
is payable even if Puma pays out the
$1,000,000 payment before June 30, 2020.
In the event that Puma does not proceed
with the final $1,000,000 payment before
June 30, 2020, a 0.67% royalty (NSR) on
the Murray Brook Project will be granted
to ELN under the same terms as the
existing royalty in the Purchase
Agreement or, at the option of Puma and
subject to prior approval of the TSX
Venture Exchange, Puma will issue to ELN
1.5 million shares of Puma.
ELN Chairman and CEO, Harry Barr stated,
"We are pleased with the amendment of
the terms between the parties. Given the
fact that Puma was able to extend its
option with Votorantim Metals Canada
Inc. on July 3, 2019 to the end of June
2020 for its majority interest in the
Murray Brook Project, ELN's management
team also decided to extend its option.
Puma's management team have been
extremely diligent in regards to doing
their best efforts to complete this
Asset Purchase Agreement. We look
forward to a successful conclusion."
If Puma does not satisfy the conditions
set forth in the Amended and Restated
Asset Purchase Agreement, then ELN shall
retain its 32.1% interest in the Murray
Brook Project as well, it will receive
the geological information, reports,
metallurgical tests and the surface
copper zone drill sampling which to date
represents about $2.4M in exploration
work completed on the Murray Brook
Project since ELN entered into the
original sale agreement with Puma.
About El Nino Ventures
El Nino Ventures Inc. (ELN) has in the
past years been a Base Metals
exploration company with its focus being
on the Murray Brook Project in the
Bathurst region of New Brunswick,
Canada. ELN signed an option to purchase
agreement regarding the sale of its
interest on this project (News Release:
Oct 13th, 2016) with Puma Explorations
for $3.1 million dollars. In May 2018
ELN received the second cash payment of
$1,500,000 from Trevali Mining
Corporation, a midtier zinc, base metal
company who Puma signed a funding
agreement with and El Nino acknowledged
that agreement.
The 3rd and final payment of an
additional 1 million (total 3.1 million)
is now due on or before June 30, 2020.
Puma will also pay an additional
$120,000 in increments for the fourth
option beginning July 30, 2019. In
addition, a royalty, net smelter return
(NSR) for the life of the project will
be paid to ELN as outlined below:
1)
The NSR will start at 0.25% at a
zinc price of US$1.04/lb and will
increase in increments of 0.25%, to
a maximum of 1.75% above US$1.50/lb
Zinc.
2)
This NSR, which is in relation to
approximately 32% of the production
from the Murray Brook Property, and
includes the Mining Lease and the
Murray Brook East claims, for the
life of the Murray Brook deposit and
any new discovery made on the total
project.
On
July 8, 2019 the price of Zinc was
$1.08/lb USD according to Kitco.
Outside
of ELN's 1,000,000 shares it holds of
Puma, ELN has 2,000,000 warrants of Puma
and the terms of the warrant are as
follows: ELN will be given the right to
buy 2,000,000 warrants of Puma's
ordinary shares (the warrants) expiring
3 years after the closing of the
transaction based on the following
exercise prices:
1) 0
to Year 1 (Nov 15, 2017): Equal to
the price of the acquisition equity
financing;
2)
Year 1 to Year 2 (Nov 15, 2018): a
20% premium to the price indicated
in 1) above; and
3)
Year 2 to Year 3: a 20% premium to
the price indicated in 2) above.
The Company continues to investigate new
innovative ways to move ELN's business
plan forward, the Company also has an
aggressive mineral acquisition program
underway with a focus on gold and base
metal projects that are a mix of grass
roots, brownfields and advanced stage
projects. The Company plans to use the
Prospector Generator Model which reduces
risk, share dilution and increases
discovery potential.
On Behalf of the Board of Directors
"Harry Barr"
Harry Barr
Chairman & CEO
El Nino Ventures Inc.
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: 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.
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