El Niño Ventures Inc. Announces Closing of Private Placement and New Control Person
NEWS RELEASE
El Niño Ventures Inc. Announces Closing of Private Placement and New Control Person
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%.
1‐ Belledune Smelter 2‐Caribou Mine & Mill (Trevali)
3‐ Brunswick #12 Mine and Mill: Xstrata 4‐Stratmat Project (Trevali)
5‐Halfmile Mine (Trevali)
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
Further Information: Tel: +1 604 685 1870 Fax: +1 604 685 8045
Email: [email protected] or visit www.elninoventures.com 650‐555 West 12th Avenue, City Square, West Tower, Vancouver, B.C., Canada, V5Z 3X7
Harry Barr
Chairman & CEO, El Niño 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. 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.