Toronto, Ontario--(Newsfile Corp. - December 18, 2014) - Miocene Metals Limited
(TSXV: MII) ("Miocene") is pleased to announce that on December 11, 2014 it
completed the consolidation of its shares on a 10:1 basis as approved by its
shareholders at the Special Meeting of shareholders held on June 23, 2014 and,
upon the consolidation, Miocene's name was changed d to Miocene Resources
Limited.
The consolidation of Miocene's shares is another step towards
completing the RTO business combination/merger (the "Merger") with Carube
Resources Inc. ("Carube") provided for in a Merger Agreement dated March 27,
2014. The terms of the Merger Agreement call for the Parties to cooperate and
use their commercially reasonable best efforts in sourcing the necessary funding
for the merged company. The terms of the Merger Agreement are fully described in
Miocene's information circular dated April 29, 2014, which information circular
is available under Miocene's profile on SEDAR (www.sedar.com).
The conditional approval from the TSXV currently in place for
the Merger requires the completion of $2,600,000 in financings so as to ensure
that the resulting merged company will have adequate project funding and working
capital. Of this amount approximately $1,400,000 remained to be sourced as of
November 24, 2014 (for details of the financings, see press release dated
November 24, 2014 under Miocene's profile on SEDAR).
Of the $2,600,000 in financings $247,000 is allocated for work
on Miocene's British Columbia properties, which work will be eligible for flow
through tax credits. As the contemplated Merger is not expected to close until
January 2015, this funding is now being sourced by the issuance of Miocene
Resources Limited flow through shares. Upon completion of the Merger, these
shares will automatically convert into flow through shares in the resulting
merged company to be called Carube Copper Corp. on a one to one basis. In
addition, up to $750,000 in Miocene Resources Units are being offered, with the
proceeds to be applied to the required financings for the Merger.
The Offering consists of a non-brokered private placement of up
to 1,250,000 flow-through common shares ("Flow-Through Shares") in the capital
of Miocene Resources Limited at a price of $0.20 per Flow-Through Share and
3,750,000 units ("Units") at a price of $0.20 per Unit. Each Unit will be
comprised of one non-flow-through common share in the capital of Miocene
Resources Limited ("Miocene Common Share") in the capital of Miocene Resources
Limited and one half of one Miocene Common Share purchase warrant ("Warrant").
Each whole Warrant shall be exercisable into one Common Share at a price of
$0.30 per Common Share for a period of 2 years from the closing date of the
Offering. Each Flow-Through Share will be issued as a "flow-through share"
within the meaning of the Income Tax Act (Canada) (the "Tax Act").
A 6% finders' fee will be paid in cash, and 6% finders'
warrants will be issued by the Company in conjunction with the completion of the
Offering to parties who introduce qualified investors.
This Offering is being conducted on a private placement basis
and is open to "accredited investors" within the meaning of National Instrument
45-106 in the Offering Jurisdictions or pursuant to other applicable
registration and prospectus exemptions or to such other qualified persons in
such other jurisdictions as Miocene may decide.
The Offering is subject to the approval of the TSX Venture
Exchange.
The proceeds of the private placement will be used in the
development of the Company's British Columbia mineral properties for the amount
of flow through funds raised, and for general working capital.
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 focused on
the rapid exploration and development of precious metal and copper projects in
Jamaica. Its wholly owned subsidiary, Carube Resources Jamaica Ltd., owns,
subject to a 2% NSR, a 40% beneficial interest in the Bellas Gate Project, which
consists of two highly prospective copper/gold/silver licences covering 84
square kilometres. The Bellas Gate Project is the subject of a joint venture
agreement with OZ Minerals Limited. ("OZ Minerals"). OZ Minerals can earn a 70%
interest in the Bellas Gate Project by spending $6,500,000 and making payments
totaling $475,000 to Carube over 3.5 years; OZ Minerals can then increase its
interest a further 10% by completing a feasibility study. OZ Minerals also has
the right to fly airborne geophysics over 3 other Carube wholly-owned projects
(4 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 Merger 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 each of the Merger transaction and the
Offering is subject to a number of conditions, including raising the required
financing and TSXV final approval. There can be no assurance that either the
Merger transaction or the Offering 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 Merger transaction or the Offering described herein and has neither
approved nor disapproved the contents of this press release.
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