Toronto, Ontario--(Newsfile Corp. - June 18, 2015) - Miocene Resources Limited (TSXV: MII) (the "Company" or "Miocene"), a company listed on the TSX Venture Exchange (the "TSXV"), and Carube Resources Inc. ("Carube"), a private mineral exploration company incorporated under the laws of the Province of Ontario, today reported the closing of the balance of the remaining $1,645,800 equity financing required to be completed to meet TSXV approval requirements for the reverse takeover ("RTO") transaction between the two companies. Details concerning the transaction can be found in the press release of June 8, 2015 announcing the TSXVs conditional approval. All documentation is now being submitted to the TSXV for its final approval. Upon final approval the resulting issuer, Carube Copper Corp. (the "Resulting Issuer"), will have 60,631,390 shares issued and outstanding and 70,978,097 shares on a fully diluted basis.
Financing
Prior to Miocene's April 29, 2014 Information Circular, a total $1,627,458 had been raised in Carube.
Euro Pacific Canada Inc. ("EPC") was appointed by Carube to raise additional gross proceeds of up to $2,400,000 through a commercially reasonable best efforts private placement offering ("Offering"). EPC was the lead agent and book-runner in connection with the Offering.
Since April 29, 2014 and prior to May 29, 2015, Miocene and Carube had completed non-brokered equity financings for the aggregate amount of $680,575. The securities issued pursuant to these non-brokered financings will become 3,402,875 shares of the Resulting Issuer at $0.20 and 1,076,438 warrants exercisable at $0.30 for 24 months following listing on a recognized Canadian stock exchange and 775,000 warrants exercisable at $0.25 for 60 months.
The closing announced today results in the issuance of an additional 8,229,000 shares of Miocene and Carube at $0.20 per share and 4,114,500 warrants exercisable at $0.30 for 24 months for gross proceeds of $1,645,800 via a combination of brokered and non-brokered equity financings. The proceeds of the equity financings will be used for general working capital purposes of the Resulting Issuer.
Finder's or broker's fees of 8% cash and 8% finders or broker's warrants are payable on that portion of the financing not sourced by management of either Carube or Miocene. Total compensation of $27,000 in cash and 135,000 compensation warrants exercisable into securities identical to those issued in the financing will be paid.
Upon completion of the RTO, securities issued pursuant to the Carube financings will be exchanged for securities of the Resulting Issuer and will be freely tradeable with the exclusion of securities held in escrow. Securities (a total of 30,021,594 or 49.51% of total shares issued and outstanding and 2,289,254 warrants) held by principals (as such term is defined in the TSXV's policies) (e.g. directors, senior officers and 10% shareholders) of the Resulting Issuer (the "Resulting Issuer Escrow Shares") will be held in escrow pursuant to the escrow agreement among the Resulting Issuer, Equity Financial Trust Company (as escrow agent) and each of the holders of escrowed shares. The Resulting Issuer Escrow Shares classified as Tier 2 Value Securities will be released as to 10% thereof following issuance by the TSXV of the Final Exchange Bulletin in respect of the Reverse Takeover transaction and as to 15% thereof on each of the 6, 12, 18, 24, 30 and 36 month anniversaries of the Final Exchange Bulletin. Resulting Issuer Escrow Shares classified as Tier 1 Value Securities will be released as to 25% thereof following issuance by the TSXV of the Final Exchange Bulletin and as to 25% thereof on each of the 6, 12, 18 month anniversaries of the Final Exchange Bulletin.
Miocene shares issued pursuant to the financings are subject to a hold period which expires four months and a day after the date of their original issuance.
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 a 40% beneficial interest (subject to a 2% NSR) in the Bellas Gate Project, which consists of two highly prospective copper/gold/silver licences covering 84 square kilometres of the Central Inlier. The Bellas Gate Project is the subject of a joint venture agreement with OZ Minerals Limited. ("OZ Minerals") an Australian copper-gold producer with a market capitalization of $1.1B. OZ Minerals has committed to earning a 70% interest (Carube 30%) in the Bellas Gate Project, by spending $6.5M and making payments totaling $475K to Carube (done); 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 projects (4 wholly-owned licenses, subject to 2% NSRs) and subsequently invoke separate joint ventures on each of those other 3 projects 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 Combination transaction between Carube and Miocene is still subject to certain conditions, including receiving TSXV final acceptance.
Investors are cautioned that, except as disclosed in the information circulars and/or filing statements 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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