Toronto, Ontario--(Newsfile Corp. - February 20, 2015) - Miocene Resources Limited (TSXV: MII) ("Miocene") and Carube Resources Inc. ("Carube"), a private Ontario based mineral exploration company, are pleased to announce that the TSX Venture Exchange (the "Exchange") has granted an extension of its conditional approval for the reverse takeover ("RTO") transaction between Carube and Miocene to March 31, 2015 (the "Extension").
The Extension was granted conditional on completion of the current financing in gross amount of $2,780,000 (increased from $2,600,000) and the filing of an updated NI 43-101 report on the Bellas Gate Property on SEDAR.
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). The RTO has been approved by the shareholders of both companies.
Exploration on the Bellas Gate Joint Venture in Jamaica is progressing 18 months ahead of schedule. OZ Minerals, Carube's joint venture partner, has already completed $2.9 million in exploration expenditures, thereby earning a 60% interest. OZ Minerals has initiated the Phase 4 exploration program which will see them earn an additional 10% interest in the Bellas Gate Project by spending $3.6 million by the end of 2015.
OZ Minerals has also started assessing Carube's four other exploration licences in Jamaica. Detailed helicopter magnetic and radiometric surveys have been completed over the Belvedere and Mt. Royal licenses (see press release dated January 19, 2015). The flying of Carube's other two licences is planned for Q2 of this year. Upon completion of the airborne surveys, OZ Minerals will have six months to decide whether it wishes to enter into new joint ventures on any or all of these licences. Each new joint venture will require the expenditure of $6.5 million over five years and the payment of $275,000 to Carube in order for OZ Minerals to earn a 70% interest.
Alar Soever, P. Geo., Executive Chairman of Miocene stated "Miocene and Carube have made significant progress in fulfilling the conditions required for the RTO approval by the Exchange. With excellent exploration and drill results coming from Carube's Jamaican properties (see press releases dated October 2, 2014, January 14, 2015, and January 20, 2015) and additional results expected to be available shortly, we are now targeting mid-March, for the completion date of the required financing."
RTO Transaction with Carube Resources Inc.
Miocene has received conditional TSX Venture Exchange (the "Exchange") approval for the RTO transaction with Carube, which has been extended to March 31, 2015 subject to the conditions described earlier in this press release. Under the terms of the transaction, Miocene has undergone a share consolidation on a 10:1 basis and will then issue additional common shares resulting from the acquisition of all of Carube's outstanding securities and from relatedtransactions. Carube shareholders will own the majority of Carube Copper Corp., 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). Shareholder approval for the RTO transaction has been obtained from Miocene and Carube shareholders.
Carube Financing
As previously disclosed, 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 a private placement unit offering of up to 21,150,000 Units @ $0.20 per Unit. Each Unit consists of one Carube Common Share and a one-half Carube Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Carube Common Share for a period of twenty-four (24) months from the Closing Date at a price of CDN $0.30 per Common Share.
After giving effect to the increase in the minimum financing, post amalgamation the resulting issuer, Carube Copper Corp., will have 63,258,265 shares issued and outstanding. Carube shareholders will hold 34,969,829 shares (55.3%), former Miocene shareholders will hold 14,388,436 (22.7%), and participants in the current $2.78 M financing will hold 13,900,000 shares (22.0%) .
EPC is a full-service IIROC registered investment dealer headquartered in Toronto with offices in Montreal, Vancouver and Tokyo, Japan. EPC offers an integrated platform of investment advice and opportunities including economic and equity research, institutional sales and trading, investment banking, and private client services. For further information contact: Richard Jozefacki, Investment Advisor, Euro Pacific Canada Inc., 150 York Street, Suite 1100, Toronto, ON, Canada, M5H 3S5, +1 416-649-4273 ext. 407, richard.jozefacki@europac.ca or Lily Yu, Equity Capital Markets, Euro Pacific Canada Inc., +1 416-479-7370, lily.yu@europac.ca.
This Press Release has been prepared by Alar Soever, P. Geo. Chairman of Miocene Resources Limited. Dr. Vern Rampton, P.Eng. President and CEO of Carube has in his capacity as a qualified person as defined under NI 43-101, also approved its content on behalf of Carube. Both share responsibility for the technical contents of the Press Release. All references to "$" are to Canadian dollars.
About Miocene Resources 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"), a $1.1B Australian copper-gold producer with a proven track record of exploration success. 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 commencing January 17, 2014 and over the following 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 RTO 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 raising the required financing and TSXV final approval. The transaction cannot close until all required 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.
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