El Nino Ventures Inc and Puma Exploration Inc. Amend the Terms of the Murray Brook Property Agreement
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El Nino Ventures Inc and Puma Exploration Inc. Amend
the Terms of the Murray Brook Property Agreement
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 t he 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 proje ct
(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,
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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 G. Barr
Chairman and CEO
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
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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 o r 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.