Toronto, Ontario--(Newsfile Corp. - November 24, 2014) - Miocene Metals Limited ("Miocene") (TSXV: MII) 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 December 31, 2014 (the "Extension").
The Extension was granted without an increase being required in the concurrent Carube financings of $2,600,000, conditional on Carube confirming receipt of the $300,000 Phase 4 Bellas Gate Joint Venture ("BGJV") option payment from OZ Minerals.
The extension is also conditional upon an undertaking from the company, that should Phase 3 of the BGJVProject as defined in Schedule 3 of the Term Sheet between Carube and OZ Minerals, be completed before final approval is granted on the RTO, an updated 43-101 Bellas Gate Technical Report with a site visit by the QP will be filed, and completion of the concurrent Carube financing. 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 BGJV is progressing ahead of schedule and OZ Minerals has served notice that they will be forwarding the $300,000 option payment required for them to proceed with Phase 4 of the BGJV following their successful completion of the cumulative $2,900,000 in exploration expenditures required to meet the requirements of Phase 3. OZ Minerals has completed the required Phase 3 expenditures, about 1.5 years ahead of schedule, thereby earning a 60% interest in the Bellas Gate Project. In Phase 4, OZ Minerals will have 12 months to complete $3,600,000 in exploration expenses to complete Phase 4 and earn an additional 10% interest in the Bellas Gate Project.
Alar Soever, P. Geo., Executive Chairman of Miocene stated "Miocene and Carube have made significant progress in fulfilling the conditions required for the RTO approval by the exchange. With excellent exploration and drill results coming from Carube's Jamaican properties (see press releases dated June 26, 2014, August 7, 2014, and October 2, 2014) and additional results expected to be available shortly, we are now targeting mid-December, for the completion date of the required financing in Carube." This Press Release has been prepared by Dr. Vern Rampton, P.Eng. President and CEO of Carube in his capacity as a qualified person as defined under N.I.43-101("QP"), he has also approved its content on behalf of Carube. Mr. Alar Soever, P.Geo. in his capacity as a QP has reviewed and approved it on behalf of Miocene. Both share responsibility for the technical contents of the Press Release. All references to "$" are to Canadian dollars.
The Carube Financings
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 the required financings. Details of the required financings can be found in the previous press release dated June 24, 2014, and August 22, 2014. Of the $4.23 M in contemplated financings a total of approximately $1.89 M has been closed. The amounts closed have been raised on a non-brokered basis pursuant to subscription agreements that were received directly by Miocene and Carube and were not arranged through EPC. Subscriptions and expressions of interest have been sourced for an additional approximately $950,000. Subject to those amounts closing, approximately $1.4 M must be sourced in order to obtain the Exchange's final approval for the RTO.
After giving effect to the increase in the minimum financing and post amalgamation, the resulting issuer, Carube Copper Corp., will have 61,554,640 shares issued and outstanding, with Carube shareholders holding 34,941,204 shares (56.8%), former Miocene shareholders holding 13,613,436 (22.1%), and participants in the current $2.6 M financing holding 13,000,000 shares (21.1%) .
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
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"), 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 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:
| Miocene Metals Limited | Carube Resources Inc. |
| Alar Soever | Vern Rampton |
| Executive Chairman | President and CEO |
| 1-705-682-9297 | 1-613-836-2594 |
| asoever@miocenemetals.com | vrampton@rogers.com |
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 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.
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.
