El Niño Ventures Inc. Announces Closing of Private Placement and
New Control Person
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
$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. 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%.
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
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
(signed)
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.
SOURCE El Nino Ventures Inc.