VANCOUVER, Oct. 4, 2013 /CNW/ - El Niño Ventures Inc. ("ELN" and the "Company") (TSXV: 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
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
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
Legal Costs: $70,000
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
1. Murray Brook Project
The Murray Brook Project is located 60 km west of Bathurst, in the
northwest part of the Bathurst Mining Camp. 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
ELN and VMC currently own 100% of the Murray Brook Project and VMC is
the operator. VMC controls 65% and ELN controls 35%.
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. 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
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
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
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.
SOURCE: El Nino Ventures Inc.
For further information:
Tel: +1 604 685 1870 Fax: +1 604 685 8045
Email: email@example.com or visit www.elninoventures.com
650-555 West 12th Avenue, City Square, West Tower, Vancouver, B.C., Canada, V5Z 3X7