Toronto, Ontario--(Newsfile Corp. - May 9, 2014) - Miocene Metals Limited (TSXV: MII) ("Miocene") and Carube Resources Inc. ("Carube"), a private Ontario based exploration company,are pleased to announce that Miocene has received conditional TSX Venture Exchange (the "Exchange") approval for a Reverse Take Over ("RTO") transaction with Carube. Under the terms of the transaction, Miocene will undergo a share consolidation on a 10:1 basis and then issue additional common shares resulting from the acquisition of all of Carube's outstanding securities and from related transactions. Carube shareholders will own the majority of the Resulting Issuer. The terms of the RTO are fully described in Miocene's information circular dated April 29, 2014 (the "Information Circular"). The Information Circular is available under Miocene's profile on SEDAR (www.sedar.com). Shareholders of Miocene will be asked to approve the RTO and related transactions at a shareholder meeting to be held on June 23, 2014. Of note, Miocene has already received Support Agreements for the RTO by its majority shareholders representing 54.77% of its outstanding shares. Carube will also schedule a shareholder meeting on or about the same date to approve the RTO and related transactions and has similarly received Support Agreements for the RTO and related matters from all its board and major shareholders representing 79.7% of its current outstanding shares.
Vern Rampton, Ph.D., P.Eng., President and CEO of Carube stated, "Conditional approval by the Exchange is key to Carube's efforts to complete the necessary financing for the RTO and to have the Resulting Issuer and its shareholders realize the benefits of the on-going highly leveraged joint venture with OZ Minerals." Alar Soever, P. Geo., Executive Chairman of Miocene stated "We have reached another important milestone in putting the two companies together," He added, "Our joint venture partner OZ Minerals has already started work on the properties (see Press Release dated Feb. 27, 2014) and we look forward to receiving their first exploration report subsequent to the completion of the RTO targeted for the last week in June."
The Exchange has conditionally accepted the RTO subject to Miocene fulfilling all the requirements of the Exchange by July 29, 2014.
Financing
Euro Pacific Canada Inc. ("EPC") has been appointed by Carube to use EPC's commercially reasonable best efforts as the lead agent and book-runner in connection with two concurrent private placement offerings ("Offerings") consisting of: (i) a Unit Offering (the "Unit Offering"); and (ii) a Subscription Receipts Offering (the "Receipt Offering"). EPC may form a syndicate of other licensed dealers, brokers and investment dealers. The Offerings will be made to "accredited investors" within the meaning of National Instrument 45-106 in Ontario, British Columbia, Alberta, and pursuant to other applicable registration and prospectus exemptions, or to such other qualified persons in such other jurisdictions as Carube and EPC may mutually decide. The maximum amount available to be raised pursuant to the Offerings totals $3,900,000 and, as of April 29, 2014, $1,627,457.60 has been raised pursuant to the Unit Offering, leaving a minimum of $2,272,542.40 to be raised in order to meet the Exchange's conditional approval criteria for the Offerings.
The Unit Offering consists of units priced at $0.20 ("Units") where each Unit consists of one (1) common share of Carube and one-half share purchase warrant of Carube ("Warrant")where each whole Warrant entitles the registered holder to acquire one (1) common share of Carube at $0.30 per share on or prior to 2 years after the date of closing. Closing of the Unit Offering will occur on or about June 26, 2014 or such other time to which EPC and Carube shall mutually agree. The maximum size for the Unit Offering is $3,900,000 and the minimum is $1,800,000, of which $1,627,457.60 has been raised to date. Upon completion of the RTO, each common share and Warrant of Carube will be exchanged for a Miocene common share and warrant, respectively, on a one for one basis and on the same terms and conditions.
The Receipt Offering consists of up to $2,100,000 in subscription receipts (the "Receipts") of Carube. Each Receipt entitles the registered holder to automatically acquire one (1) common share of Carube at $0.20 per share upon the completion of the proposed RTO provided the date of completion of the RTO is not later than June 26, 2014, failing which the subscription funds will be returned to the subscribers. Closing of the Receipt Offering will occur on or about June 26, 2014 or such other time to which EPC and Carube shall mutually agree. Upon completion of the RTO, each common share of Carube will be exchanged for a Miocene common share on a one for one basis.
EPC is a full-service IIROC registered investment dealer headquartered in Toronto with offices in Montreal, Vancouver and Tokyo, Japan. EPC offers an integrated platform of investment advice and opportunities including economic and equity research, institutional sales and trading, investment banking, and private client services. For further information contact: Richard Jozefacki, Investment Advisor, Capital Markets,130 King Street West, Exchange Tower Suite 2820, Box 20, Toronto, ON, Canada, M5X 1A9, +1 416-649-4273 ext. 407,richard.jozefacki@europac.ca.
About Miocene Metals Limited
Miocene is focused on the exploration of three porphyry copper-gold-molybdenum properties in south-western British Columbia that occur within the Tertiary-aged Cascade Magmatic Arc. The Cascade Arc shares many geological characteristics with Tertiary-age porphyry belts that stretch the length of Chile and Peru in South America and hosts some of the world's largest porphyry copper-gold-molybdenum deposits. The Cascade Magmatic Arc hosts a number of significant porphyry Cu-Au and Mo deposits in Washington State, and Alaska (Glacier Peak and Margaret, and Quartz Hill respectively) but remains largely unexplored in British Columbia.
About Carube Resources Inc.
Carube is a Canadian private exploration company focussed on the rapid exploration and development of precious metal and copper projects in Jamaica. Its wholly owned subsidiary, Carube Resources Jamaica Ltd., owns a 100% interest in the Bellas Gate Project ("BGP") consisting of two highly prospective copper/gold/silver licences covering 84 square kilometresof the Central Inlier in Jamaica. The interest is subject to a 2% NSR. The BGP is the subject of a Joint Venture with OZ Minerals ("OZ"), an A$1.1B Australian copper-gold producer with a proven track record of exploration success. OZ can earn a 70% interest in the Bellas Gate Project by spending $6.5M and making payments totaling $475K to Carube over 3.5 years; OZ can then increase their interest a further 10% by completing a feasibility study. OZ also has the right to fly airborne geophysics over 3 other Carube projects (4 wholly-owned licenses, subject to 2% NSRs) and subsequently invoke separate joint ventures on each project with similar terms to those applicable to the Bellas Gate Project.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For Further Information
Please visit Miocene's website at www.miocenemetals.com or Carube's website at www.caruberesources.com, or contact:
DISCLAIMERS AND FORWARD-LOOKING STATEMENTS
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Miocene and Carube (collectively the "Corporations"), including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in Miocene's Management Information Circular dated April 29, 2014 and other public filings (collectively, "forward-looking information"). Forward-looking information in this news release includes, but is not limited to, information concerning the Corporations' expectations regarding the transaction and contemplated financings. The Corporations caution investors about important factors that could cause actual results to differ materially from those projected in any forward-looking statements included in this news release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that the expectations set out herein will prove to be correct and accordingly, prospective investors should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this press release and the Corporations do not assume any obligation to update or revise them to reflect new events or circumstances. The Corporations disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.
Completion of the RTO transaction between Carube and Miocene is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circulars and/or filing statements to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Miocene should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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