Toronto, Ontario--(Newsfile Corp. - June 8, 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 that they have received conditional TSXV approval to conclude the business combination of the two companies (the "Combination"). The conditional approval of the TSXV is subject to among other things completion of the balance of the equity financing being $1,645,800 and the proposed debt settlements. The equity financing is in place and is expected to close on or about June 12, 2015, and the Combination is expected to be concluded shortly thereafter.
The Combination
Under the terms of the transaction, Miocene has effected a share consolidation on a 10:1 basis and will issue additional common shares resulting from the acquisition of all of Carube's outstanding securities and certain related transactions (the "Combination"). As Carube shareholders will then own the majority of Miocene's issued shares, the Combination constitutes a "reverse take-over" under TSXV policies. The name of the resulting issuer will be changed to Carube Copper Corp. ("Carube Copper"). The Combination's terms 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 Combination has been obtained from Miocene and Carube shareholders. Miocene's shareholders present at a meeting held June 23, 2014, in person or by proxy, voted 99% of votes cast in favour of the Combination whereas Carube shareholders provided their unanimous consent with 100% of votes cast in favour of the Combination.
Upon completion of the Combination, the resulting issuer, Carube Copper Corp., will be listed as a Tier 2 Mineral Exploration Issuer under TSXV policies and will continue to be engaged in the business of mineral exploration. Trading of Carube Copper Corp. shares on the TSXV is anticipated to begin on or about the time of the listing under the symbol "CUC".
Existing Businesses and Capital Structures
Miocene Resources Limited
Miocene has, subject to underlying royalty interests, a 100% interest in two porphyry copper-gold properties and one molybdenum property in southwestern British Columbia that occur within the Tertiary-aged Cascade Magmatic Arc and has been listed on the TSXV since August 8, 2011.
As of the date hereof, no person beneficially owns or exercises control or direction, directly or indirectly, over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of Miocene other than (i) Wallbridge Mining Company Limited ("Wallbridge"), 129 Fielding Road, Lively, Ontario, P3Y 1L7, an Ontario business corporation whose shares are listed on the Toronto Stock Exchange ("TSX"), which owns 2,844,733 or 32.4% of the 8,774,686 issued Miocene common shares and (ii) Wayne Crookes and West Coast Title Search Ltd., a British Columbia business corporation, 99 - 6th Street, New Westminster, British Columbia, V3L 5H8, which together own 1,215,000 or 13.8% of the 8,774,686 issued common shares, together with warrants to acquire an additional 450,000 Miocene common shares. In addition, directors and officers of Miocene as a group own 271,810 or approximately 3.1% of the Miocene issued shares.
Carube Resources Inc.
Carube is an Ontario incorporated private company which has interests in six copper/gold/silver Special Exclusive Prospecting Licences ("SEPLs") in Jamaica and also has an option to earn a 100% interest in a platinum-palladium project in Quebec. Carube's main project is the Bellas Gate copper porphyry property in Jamaica.
The Bellas Gate Joint Venture
Two of Carube's Jamaican SEPLs, comprising the Bellas Gate Project, are joint ventured with OZ Minerals Ltd., (the "Bellas Gate Joint Venture" or "BGJV"). On May 20, 2013, Carube signed a Term Sheet with OZ Minerals, the terms of which govern the joint venture on the Bellas Gate Project, as well as the OZ Minerals option to enter new joint ventures with Carube on its four other Jamaican SEPLs. The Term Sheet was updated on May 30, 2014, and the terms governing the BGJV were confirmed by the signing of a definitive Joint Venture Agreement on May 26, 2015.
Under the BGJV agreement, OZ Minerals can earn a 70% interest in the BGJV by spending a total of $6.5 million and making option payments totalling $475,000 to Carube. OZ Minerals has already earned a 60% interest in the BGJV, by having made option payments totalling $475,000 and having completed $2.9 million of exploration expenditures. Furthermore, OZ Minerals has committed to completing another $3.6 million of exploration expenditures before the end of 2015, which will bring its interest to 70%.
OZ Minerals can then further increase its interest to 80% by solely funding all work to the completion of a Feasibility Study ("FS"). Upon completion of the FS, Carube can require that OZ Minerals buy all or one-half of Carube's remaining interest at a price referenced to the Net Present Value stated in the FS. The BGJV agreement also contains provisions, which under certain circumstances, allows OZ Minerals to assist Carube with sourcing the joint venture funding required of Carube.
Under the terms of the Term Sheet, OZ Minerals will also have, upon completing airborne geophysical surveys over Carube's other three projects in Jamaica (four SEPLs), the option to enter into new joint ventures on each of them on similar terms to the BGJV.
As at the date hereof, no person beneficially owns or exercises control or direction, directly or indirectly, over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of Carube other than (i) Tigers Realm Metals Pty Limited (an Australian based private resource company involved in the acquisition and development of mineral projects globally) ("TRM"), which owns 10,346,960 or approximately 27.9% of the 37,120,314 issued and outstanding Carube common shares; and (ii) OZ Minerals Pty Ltd., which owns 4,796,280 or approximately 12.9% of the 37,120,314 issued and outstanding Carube common shares. In addition, directors and officers of Carube as a group own 17.1% of the issued Carube common shares.
The Combination and Reverse Take-Over (RTO)
The Combination is subject to the terms of the Merger Agreement between Miocene and Carube dated March 27, 2014 (as amended). The following is a summary of certain provisions of the Merger Agreement. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to provisions of the Merger Agreement, a copy of which is available on Miocene's SEDAR profile at www.sedar.com.
The Merger Agreement is made among Miocene, Carube, and 2409440 Ontario Inc. ("Subco"). Subco is a wholly-owned subsidiary of Miocene, incorporated solely for the purposes of amalgamating with Carube, and has not carried on any active business.
The Merger Agreement provides for the acquisition by Miocene of all of the outstanding Carube Shares by way of a three-cornered amalgamation pursuant to which Carube and Subco will amalgamate under the provisions of the Business Corporations Act (Ontario).
Pursuant to the terms of the Merger Agreement the shares of Miocene were consolidated on a ten (10) for one (1) basis on December 11, 2014. All the issued and outstanding Carube shares will be exchanged for Miocene consolidated shares on the basis of one Miocene consolidated share for every one Carube share.
Effective June 23, 2014, the Board of Directors of Miocene has been reconstituted to consist of six (6) directors being comprised of one (1) nominee of Miocene, one (1) nominee of Wallbridge, three (3) nominees of Carube and one (1) independent nominee (in each case subject to the receipt of applicable regulatory approvals).
Upon closing of the Combination each of the existing officers of Miocene shall resign, and such resigning officers shall be replaced by nominees of Carube including the appointment of Alar Soever as Chairman, Vern Rampton as President and Chief Executive Officer, Jeffrey Ackert as Vice-President Exploration, John McNeice as Chief Financial Officer and Chris Irwin as Secretary (in each case subject to the receipt of applicable regulatory approvals).
The Merger results in a RTO of Miocene by Carube. Following completion of the Merger, Miocene shareholders will continue to have interests in the business of Miocene and, as a result of the Merger will also hold an interest in the Carube properties.
Financing
Prior to the April 29, 2014 Information Circular, a total $1,627,458 had been raised in Carube.
Euro Pacific Canada Inc. ("Europac") was appointed by Carube to raise gross proceeds of up to $2,400,000 through a commercially reasonable best efforts private placement offering ("Offering"). Europac was the lead agent and book-runner in connection with the Offering. Europac will be paid a commission of 8% of the gross proceeds raised in respect of the Offering pursuant to its efforts, and will be issued warrants to purchase that number of units equal to 8% of the number of units sold under the Offering pursuant to its efforts.
Since the date of the Information Circular, Miocene and Carube have completed non-brokered equity financing of $680,575 whereby the securities issued will thereto become 3,402,875 shares of the Resulting Issuer at $0.20 and 1,076,437 warrants exercisable at $0.30 for 24 months post listing and 775,000 warrants exercisable at $0.25 for 60 months.
In connection with the closing of the RTO, an additional 8,229,000 shares at $0.20 per share and 4,114,500 warrants exercisable at $0.30 for 24 months will be issued for gross proceeds of $1,645,800.
Total compensation expected to be paid in broker commissions and finders fees is $27,000 in cash and 135,000 warrants exercisable into securities identical to those issued in the financing.
Refinancing
As disclosed in the April 29, 2014 Information Circular, the Issuer will settle $1,317,750 in related party debts by issuing 6,588,750 shares at $0.20 per share.
In addition, $688,500 in short term loans in Miocene and Carube have been extended into long term loans, and $103,249 of accounts payable are being converted into long term loans. Current directors have agreed to accept payment of $52,250 of director fees in Deferred Share Units ("DSUs"). Amounts owing to arms-length creditors in the amount of $79,250 will be settled by the issuance of 396,250 shares at $0.20 and 198,125 warrants exercisable at $0.30 for 24 months post listing.
The Resulting Issuer will also settle another $103,000 owed to related parties with shares. Such debt settlement will be subject to Exchange approval after trading resumes and disinterested shareholder approval is obtained.
Resulting Carube Copper Corp. Capital Structure
Upon completion of the Combination, the resulting issuer, Carube Copper Corp., will have 60,621,390 shares outstanding on a non-diluted basis, assuming the closing of the concurrent financing in the amount of $1,645,800, and the completion of the debt settlements described above, excluding the debt owed to related parties which requires disinterested shareholder approval.
Miocene shareholders, including those resulting from the debt settlement with Wallbridge, its CEO and directors, will own approximately 22.4% of the outstanding shares of the resulting issuer, Carube Copper Corp. The current shareholders of Carube (including the shares issued for debt at the time of closing) will own approximately 64.0% of the shares of the resulting issuer, and investors in the concurrent financing in the amount of $1,645,800 will own 13.6% of the shares on a non-diluted basis. Accordingly, the Combination will constitute a reverse take-over of Miocene by Carube.
Following the completion of the Combination, it is anticipated that the only Principals (as that term is defined in TSXV policies) of Carube Copper Corp will be: (i) the directors and senior officers identified below, (ii) Wallbridge by virtue of owning approximately 18.0% of outstanding shares, and (iii) TRM by virtue of owning approximately 17.1% the outstanding shares. OZ Minerals will own approximately 7.9% of the outstanding shares. The foregoing calculations are stated on an undiluted basis.
Bios of Proposed Directors and Officers
Alar Soever, P.Geo., Director and Chairman of the Board (Nominee of Miocene)
Mr. Soever is a Professional Geologist with over 30 years of experience in the mineral exploration industry, both in Canada and overseas. He is currently the Chairman and CEO of Miocene Metals Limited. He is also Executive Chairman of Wallbridge where he has been instrumental in the growth of Wallbridge, including the spin-out of two new companies Duluth Metals Limited and Miocene. Prior to joining Wallbridge in 2003, he was employed by Watts, Griffis and McOuat international mining consultants and headed up their copper-nickel-PGE practice.
Marz Kord, Mining Eng., Director (Nominee of Wallbridge)
Mr. Kord is a Mining Engineer with over 25 years of experience in the mining industry, spanning a career over which Mr. Kord has held progressively more responsible roles in both operations and management. He is currently President and CEO of Wallbridge. During the early part of his career with Falconbridge, Mr. Kord was involved in mining operations in both Sudbury and Timmins. Most recently he was Executive Vice President, Global Mining for a large Canadian consulting firm. Mr. Kord's expertise includes managing large multidisciplinary teams of engineers and operators as well as extensive experience in developing business growth plans and in mergers and acquisitions.
Vern Rampton, Ph.D., P.Eng. (Ontario), President and CEO, Director (Nominee of Carube)
Dr. Rampton is a geologist with over 30 years of experience in domestic and international mineral exploration and development, from grass roots exploration through to corporate management. He is currently President, CEO and a Director of Carube Resources Inc., Auropean Ventures Inc. and Mayo Lake Minerals Inc., all private companies involved in mineral exploration and development in the Caribbean (and Canada), Europe (Spain and Slovakia) and the Yukon Territory, respectively; and a Director of Carube Resources Jamaica Limited and Rodinia Jamaica Limited. He is also the President of Rampton Resources Group Inc., a private consulting, management and investment company. During his working career he has been involved in real estate development, and the agricultural and geological consulting sectors. He was President and a Director of Kinbauri Gold Corp. (TSXV) from 1984 through 2009. He started his career with the Geological Survey of Canada as a Research Scientist in 1969.
Jeffrey Ackert, BSc., Vice-President, Exploration; Director (Nominee of Carube)
Mr. Ackert is a geologist with over 30 years of experience in the mineral exploration industry, beginning as a regional geologist with St. Joe Minerals, Bond Gold Canada and Lac Minerals in the 1980s. After a short stint as a mine geologist in the 1990s he moved into management positions as VP Exploration and then VP Development with Orezone Resources Inc. (1996 through 2007) and later Advance Gold where he is still VP Exploration and Business Development and a Director. He is also currently VP Exploration for Carube Resources Inc., Auropean Ventures Inc. and Mayo Lake Minerals Inc. and a Director of Carube Resources Jamaica Limited and Rodinia Jamaica Limited. In addition, he provides advisory services to a number of private mining operations. Recently, he became a Director of Altai Resources Inc.
Gregory LeBlanc, B.A., M.A., Director (Nominee of Carube)
Mr. LeBlanc has over 35 years' experience in the currency and financial industry sectors. He began his career on the money market desk at the Bank of Canada in 1973. In 1977 he moved to Export Development Canada as an International Economist. In 1984 he was hired by McLeod Young Weir, a Canadian investment dealer and in 1992 he joined Richardson Greenshields who were then acquired by RBC Dominion Securities. At RBC he was named a Vice-President in 1996, holding this position until he retired in 2009. He specialized in commodity and currency trading during his tenure with these investment dealers. He currently is a Director of Carube Resources Inc., Auropean Ventures Inc. and Mayo Lake Minerals Inc. and is active in commercial real estate development. He also holds positions on the Boards of several quasi-governmental institutions.
Mark Pfau, Director (Nominee of CCM)
Mr. Pfau is a career international economic geologist with 30 years of experience in base and precious metals exploration and mine development. He has held several Chief Geologist, Exploration Manager, and V.P. Exploration positions and focuses on advanced project management, resource and reserve expansion and NI 43-101 issues. Mr. Pfau's experience includes work throughout Latin America and Mexico, central and south-east Asia, and South Africa. His skills bridge the gap between exploration and production and he is a recognized QP under Geology and Ore Reserves with the Mining and Metallurgical Society of America.
John McNeice, CA, CPA, Chief Financial Officer
Mr. McNeice is a Chartered Accountant and a Certified Public Accountant (Illinois) and provides financial consulting and chief financial officer services to emerging private and junior companies. Presently Mr. McNeice is CFO of Aura Silver Resources Inc. where he is responsible for financial and regulatory reporting as well as day-to-day financial management; and three private companies: Carube Resources Inc., Auropean Ventures Inc. and Mayo Lake Minerals Inc. From September 2005 to May 2007, Mr. McNeice was Chief Financial Officer of Ur-Energy Inc.
Chris Irwin, B.A., LL.B, Corporate Secretary
Mr. Irwin practices securities and corporate/commercial law and has been the managing partner of Irwin Lowy LLP since January 2010; prior thereto he was the President of Irwin Professional Corporation from August 2006 to December 2009; and prior thereto he was an associate at Wildeboer Dellelce LLP from January 2004 to July 2006. Mr. Irwin advises a number of public companies, board of directors and independent committees on a variety of issues. Mr. Irwin is a director and/or officer of a number of public companies, including: Kerr Mines Inc., Laramide Resources Ltd. and Mag Copper Limited. Mr. Irwin is a former Director of Trelawney Mining and Exploration Inc., a company acquired by IAMGOLD Corporation in a $608 million transaction; former Director of Southern Star Resources Inc., which was formerly listed on TSX prior to becoming Gold Eagle Mines Ltd. and being taken over by Goldcorp Inc. in a $1.5 billion transaction.
Updated Financial Information of Carube
The following provides a summary of key financial information of Carube for the six month interim period ended February 28, 2015 and for the fiscal year ended August 31, 2014. This financial information is unaudited with the results for the fiscal year ended August 31, 2014 subject to audit completion. It is anticipated that the audited annual financial statements, interim financial statements and related management discussion and analysis of Carube will be publicly filed within the time periods required under National Instrument 51-102 - Continuous Disclosure following the closing of the RTO.
Unaudited Consolidated Statements of Financial Position Information:
| February 28, | August 31, | |||||
| 2015 | 2014 | |||||
| $ | $ | |||||
| (unaudited) | (unaudited) | |||||
| Assets | ||||||
| Current assets | 204,422 | 470,941 | ||||
| Equipment | 19,595 | 22,447 | ||||
| Due from Miocene Resources Limited | - | 54,000 | ||||
| Mineral exploration properties | 3,695,013 | 3,922,748 | ||||
| Deferred exploration expenditures | 3,137,498 | 2,850,907 | ||||
| 6,852,106 | 6,850,102 | |||||
| Total assets | 7,056,528 | 7,321,043 | ||||
| Liabilities | ||||||
| Current liabilities | 1,105,293 | 1,633,156 | ||||
| Promissory notes payable | 452,217 | 428,189 | ||||
| Shareholders' equity | ||||||
| Capital stock | 7,657,865 | 7,796,412 | ||||
| Share subscriptions | 40,000 | 9,000 | ||||
| Clarendon Consolidated Minerals Ltd. share repurchase | - | (314,275 | ) | |||
| Warrants | 257,704 | 246,594 | ||||
| Contributed surplus | 39,337 | - | ||||
| Accumulated deficit | (2,400,837 | ) | (2,156,488 | ) | ||
| Accumulated other comprehensive loss | (95,051 | ) | (321,545 | ) | ||
| 5,499,018 | 5,259,698 | |||||
| Total liabilities and shareholders' equity | 7,056,528 | 7,321,043 |
Unaudited Consolidated Statements of Operations and Comprehensive Loss Information:
| Six months | Year | |||||
| ended | ended | |||||
| February 28, | August 31, | |||||
| 2015 | 2014 | |||||
| $ | $ | |||||
| (unaudited) | (unaudited) | |||||
| Expenses | ||||||
| Promotion and investor relations | 48,542 | 70,664 | ||||
| Legal, accounting, audit and financial advisory | 36,381 | 278,389 | ||||
| Office, general and administrative | 157,481 | 390,808 | ||||
| Total expenses | (242,404 | ) | (739,861 | ) | ||
| Interest income | (130 | ) | (202 | ) | ||
| Interest expense | 38,279 | 83,505 | ||||
| Other income | (22,234 | ) | - | |||
| Foreign exchange loss (gain) | (13,970 | ) | 47,470 | |||
| Total other | (1,945 | ) | (130,773 | ) | ||
| Net loss for the period | (244,349 | ) | (870,634 | ) | ||
| Other comprehensive loss (income) | ||||||
| Foreign currency translation adjustment | 226,494 | (137,400 | ) | |||
| Total comprehensive loss for the period | (17,855 | ) | (1,008,034 | ) | ||
| Loss per common share: | ||||||
Basic and diluted | (0.01 | ) | (0.03 | ) | ||
| Weighted average number of common shares outstanding: | ||||||
Basic and diluted | 35,322,157 | 30,664,381 |
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 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 Resources Limited | Carube Resources Inc. |
| Alar Soever | Vern Rampton |
| Executive Chairman | President and CEO |
| 1-705-682-9297 | 1-613-839-3258 |
| 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 Combination transaction between Carube and Miocene is still subject to certain conditions, including closing the concurrent financing and 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.
