An anonymous director reports
EL NINO VENTURES INC. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
El Nino Ventures Inc. has completed the first tranche closing of its non-brokered flow-through and non-flow-through private placement for gross proceeds of $54,000.
The company issued 2.5 million non-flow-through units at a price of two cents per non-FT unit. Each non-FT unit consists of one common share and one-half of one non-transferable share purchase warrant. 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 five cents per share during the first year and 10 cents per share during the second year.
In addition, the company issued 200,000 flow-through units at two cents per FT unit. Each FT unit consists of one common flow-through share and one-half of one non-transferable, non-flow-through, share purchase warrant. 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 five cents per share during the first year and 10 cents per share during the second year.
The private placement is in reliance on the temporary relief measures established by the TSX Venture 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 company has paid $280 and 14,000 warrants in finder's fees in connection with this first 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 first tranche of non-FT units will be used as follows:
- Pending arbitration costs: $25,000;
- Legal costs: $15,000;
- Annual general meeting costs: $10,000;
- Maintain a 35-per-cent earned interest in the Murray Brook project: $4,000;
- Total: $54,000
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.
We seek Safe Harbor.
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