Chairman's Message

ELN Chairman's Message Winter / Sprin 2020

Winter/Spring 2020

Dear Shareholders:

On behalf of the Board of Directors, I am pleased to update you on the Business Plan for El Niņo Ventures, its progress to date, in 2019, and our Goals and Objectives for the balance of this year and beyond.
El Niņo Ventures Inc. is an Exploration Company, who for the last 9 years has focused on Exploration for Zinc, Lead, Copper and Silver, and gold on the East Coast of Canada. The Board of Directors has recently agreed to Management's request to look at diversifying the Company into other areas within the resource sector and the possibility of new acquisitions beyond the resource sector. To that end, the Company plans to add to its director base and form an advisory committee with individuals that have diversified backgrounds in multiple industries including mining, oil and gas, alternative energy, diversified industrial projects, real estate, technology, alternative medicine and communications.

Harry Barr
Chairman & CEO

The Company decided to sell, by way of option, the Company's Minority Interest, in our Joint Venture, with Votorantim Metals Canada Inc., more specifically our interest in the Murray Brook Polymetallic Project.

By mutual agreement on May 10, 2017 and amended on April, 2019 and again July 8, 2019, El Niņo Ventures Inc. and Puma Exploration Inc. ("Puma") agreed to modify the original payment terms of their asset purchase agreement. Thus, the initial payment to El Niņo was modified to a cash payment of an aggregate of $300,000, which includes a non-refundable deposit, the issuance of five (5) million Puma shares at the deemed value of seven cents, and the issuance of two (2) million share purchase warrants. The warrants issued are exercisable until May 4, 2020 at a price of C$0.07 in year one, C$0.08 in year two and $0.10 in year three. In 2018 the company was paid an additional C$1.5 million dollars as a second payment towards an end price of C$3.1 million. In April 2019 the company received an additional one million shares of Puma for the April 2019 amended agreement.

The final payment due to El Niņo of one (1) million dollars will now become due on or before June 30, 2020. Subject to this payment being made, El Niņo will have received a total value of C$3.1 million dollars excluding valuations for shares and additional option payments for the sale of its 32.14% interest in the Murray Brook Project. As agreed in the July 8th amendment, Puma will also pay to ELN an extra C$120,000. In December, 2019, ELN agreed to accept Puma's offer to issue 1M shares to El Nino at a deemed price of $0.12 and issue 500,000 warrants, valid for 3 years, at an exercise price of $0.25 in consideration for the total additional cash fees stipulated in the July 8th 2019 amendment in lieu of the total C$120, 000 payment.

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.

As part of the original agreement dated May 10, 2017 El Niņo will also receive a laddered Net Smelter Return on Production (NSR), starting at 0.50%, at a Zinc price of US$1.04/lb. and increasing, in increments of 0.25%, to a maximum of 1.75% above US$1.50/lb. Zn, in relation to 32.14% of the production from the Murray Brook Property, which includes the Mining Lease and the Camel Back Claims, for the life of the Murray Brook Deposit and any new discovery made on the total project. As of July 8th, 2019 the price of zinc was US$1.08 per pound.

In the event that PUMA does not make the final payment to ELN in regards to the asset purchase agreement, El Nino will retain its full interest in the Murray Brook Project.

The funds from the sale of ELN's Murray Brook interest will amount to a Non-Dilutive Financing for the Company and Management plans to use these funds to acquire new projects and will continue to search for high quality new projects and also look at diversifying the company.


The Junior Exploration sector, which suffered considerably, over the last nine (9) years, appears to have reached its bottom. Metal Prices have increased considerably and although both metals prices and junior companies share prices have been volatile, a vast number of savvy investors, industry analysts and mine investment companies feel demand for metals is expected to increase over the next few years due to world wide demand, and increased commerce on an international scale.

ELN Management and Directors continue to work diligently on acquiring financing for the Company and our Projects. Our January 2020 cash balance is approximately C$1.15 million with no debt in addition to 1 million puma shares plus 500,000 Puma Warrants, exercisable at C$0.25 until December 2022 plus $1 million receivable by June 30, 2020. We look forward to continuing to provide you with updates on our go-forward plan for the balance of our activities in 2020 and beyond. On behalf of the Board of Directors, we thank you for your ongoing support.

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On behalf of the Board of Directors,

Yours sincerely,

"Harry Barr'"

Harry Barr
Chairman & CEO


Aug 2013