June 29, 2015
Erin Ventures Inc. ("Erin") [TSXV: EV] is pleased to announce a proposed non-brokered private placement offering of convertible and unsecured debentures of the Corporation (the “Debenture“) for an aggregate principal amount of up to CAD$549,200 (the "Principal").The placement is fully subscribed and the company anticipates final closing shortly. The Debenture will bear an interest at a fixed rate of 12% per annum, to be paid semi-annually in arrears (the "Interest Payments"), and will mature on June 1, 2018 (the "
Maturity Date").
The Interest Payments will be comprised of 50% cash and 50% common shares of Erin, subject to the right of the debenture holder to elect to have an Interest Payment satisfied entirely in common shares. The price of the common shares to be issued to satisfy each Interest Payment will be determined by the volume-weighted average trading price of the common shares of Erin for the 10 trading days preceding each Interest Payment due date, subject to a minimum price of $0.06 (the "Market Price").
At the option of the Debenture holder, the Principal may be converted (in whole or in part) into units of Erin, once every twelve months. Each unit will be comprised of one common share and one common share purchase warrant (the "Unit"). The formula used to determine the number of Units to be issued upon conversion (the "Unit Price") will be as follows, subject to a minimum conversion price of $0.10 after the first year:
if the Market Price is $0.10 or less, then Unit Price will be Market Price less 20%, subject to a minimum price of $0.06;
if the Market Price is between $0.11 and $0.50, then Unit Price will be Market Price less 10%; and
if the Market Price is greater than $0.50, then Unit Price will be Market Price less 5%.
Each share purchase warrant issued as part of the Unit will be exercisable for a 1 year period into one common share at a 50% premium to the Unit Price, subject to a minimum exercise price of $0.10.
The Principal cannot be converted if, post conversion, the holder, together with any person, entity or company acting jointly or in concert with such holder, would in total own, or result in a control position or direction over that number of voting securities of Erin which is 20% or greater of the total issued and outstanding securities of Erin.
The Debentures will not be listed on any stock exchange and there will not be a market for the Debentures. In accordance with applicable securities laws, the common shares issued as the result of Interest Payments and/or conversion of Principal will be subject to a four month hold period and required regulatory approvals.
Erin intends to use the proceeds from this financing to fund further development of its wholly owned Piskanja boron project in Serbia, and for working capital. Finder's fees may be paid in cash in connection with this offering, subject to the limits prescribed by the TSX Venture Exchange.
This proposed financing is subject to final approval of the TSX Venture Exchange.
On behalf of the Board of Directors,
Blake Fallis, General Manager
About Erin Ventures
Erin Ventures Inc. is an international mineral exploration and development company with boron assets in Serbia and gold assets in North America. Headquartered in Victoria, B.C., Canada, Erin's shares are traded on the TSX Venture Exchange under the symbol "EV". For detailed information please see Erin's website at
www.erinventures.com or the Company's filed documents at
www.sedar.com.
Erin's 100% owned Piskanja project is a high-grade boron deposit with a NI 43-101 compliant mineral resource of 5.6 million indicated tonnes (30.8% B
2O
3), in addition to 6.2 million inferred tonnes (28.8% B
2O
3).
For further information, please contact: Erin’s Public Quotations:
Erin Ventures Inc. Canada
Blake Fallis, General Manager TSX Venture: EV
Phone: 1-250- 384-1999 or 1-888-289-3746
USA
www.erinventures.com SEC 12G3-2(B) #82-4432
645 Fort Street, Suite 203 OTCBB: ERVFF
Victoria BC V8W1G2
Europe
Canada Berlin Stock Exchange: EKV
James E Wallis, M.Sc. (Eng), P. Eng., a director of Erin, is the Qualified Person who supervised the preparation of the technical data in this news release.
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.
Forward Looking Statements:
This press release may contain or refer to forward-looking information under Canadian securities legislation, including statements regarding the timing of future mineral resource estimates and the PEA, estimation of mineral resources, exploration results, potential mineralization, exploration and mine development plans, timing of the commencement of operations and future production and is based on current expectations that involve a number of business risks and uncertainties. The words "believe," "expect," “feel,” "plan," "anticipate," “project,” “could,” “should” and other similar expressions generally identify forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to convert estimated mineral resources to reserves, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, as well as those factors discussed in the section entitled "Risks of the Business" in the Company's most recent regulatory filings which are posted on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities law. These and other factors made in public disclosures and filings by the Company should be considered carefully.