Miocene/Carube Receive Extension of Time to Complete RTO Transaction

Miocene Metals Limited

Metals & Mining

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Miocene/Carube Receive Extension of Time to Complete RTO Transaction

Toronto, ON / ACESSWIRE / August 22, 2014 / Miocene Metals 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 with Carube to October 30, 2014. A condition of the extension is to increase the minimum closing amount of the concurrent Carube financings to $2,600,000 from $2,272,542, an increase of $327,458.

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).

Miocene shareholders approved the RTO at a shareholder meeting held June 23, 2014 with over 99% of the shares represented at the meeting voted in favour of the RTO and related transactions. (See press release dated June 24, 2014). Similarly, at the Carube shareholder meeting held on June 20, 2014, 100% of the shares represented at the meeting were voted in support of the RTO transaction with Miocene. (See press release dated June 24, 2014).

Alar Soever, P. Geo., Executive Chairman of Miocene stated "Over the past few months Miocene and Carube have made significant progress in fulfilling the conditions required for the RTO approval. With excellent drill results coming from Carube's Jamaican properties (see press releases dated June 26, 2014, and August 7, 2014), we are now making progress with the required financings in Carube. These financings will provide the funds necessary to meet the Exchange's working capital requirements for approval of the RTO." 

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. Of the $3.90 M in contemplated financings (now increased to $4.23 M with the extension of time), as of August 20, 2014, a total of approximately $1.89 M has been closed, with an additional amount of $150,000 that has been subscribed for and committed and which is expected to close in the near term. 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. A total of approximately $2.18 M remains to be raised pursuant to the financings 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, [email protected].

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 a 100% beneficial interest (subject to a 2% NSR) in the Bellas Gate Project consisting 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") a >$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 $6.5M and making payments totaling $475K 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 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 Metals Limited

Alar Soever
Executive Chairman
[email protected]

Carube Resources Inc.

Vern  Rampton
President and CEO
[email protected]


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 approximately $2.18M in additional 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.


SOURCE: Miocene Metals Limited