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.