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Miocene and Carube Update Progress on Business Combination and Financing |
Toronto, Ontario--(Newsfile Corp. - February 3, 2014) - Miocene Metals Limited (TSXV: MII) ("Miocene") and Carube Resources Inc. ("Carube"), a private Ontario based exploration company, are pleased to jointly announce the progress being made on the business combination of the two companies (the "Combination") and the required $3.5 million to $3.9 million of financing in Carube required to meet the conditions precedent in the Heads of Agreement between the two companies. Of this sum, $1.5 million has already been raised. Euro Pacific Canada Inc. ("EPC" or the "Agent") has been appointed by Carube as the agent for a �best efforts' private placement offering to assist in raising the remaining $2.4 million.
Vern Rampton P.Eng, President and CEO of Carube stated, "We are extremely pleased with the progress we are making corporately with the business combination and on the ground in Jamaica. Our joint venture partner, OZ Minerals, has recently commenced exploration work on our Bellas Gate Joint Venture in Jamaica and drilling is expected to begin prior to month's end. Together with the Miocene team we are moving ahead with all aspects required for the successful merger of the two companies".
The Business Combination
Miocene and Carube (the "Corporations") continue to work toward the Combination as described in the Miocene press releases dated November 26, 2013, and January 17, 2014. The Corporations confirm that many of the conditions precedent in the Heads of Agreement ("HOA") signed November 22, 2013 have been met and the HOA continues to be binding and a definitive agreement is now being prepared. EPC has been retained to act as sponsor and, subject to completion of satisfactory due diligence, to pr repare a sponsor's report to be submitted to the TSX Venture Exchange in connection with Combination transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. The completion of the Combination will require fulfilment of certain additional conditions precedent, including but not limited to, execution of a definitive agreement and the final receipt of all necessary regulatory, third party and shareholder approvals. The final structure of the Combination will be determined after the Corporations have had an opportunity to consider all tax and legal elements of the proposed Combination.
EPC, has been appointed by Carube to raise gross proceeds of up to a total of $2,400,000 through a commercially reasonable best efforts private placement offerings ("Offerings") consisting of a Unit Offering (the "Unit Offering") and a Subscription Receipts Offering (the "Subscription Receipts Offering"). EPC will be the lead agent and book-runner in connection with the Offering. EPC may form a syndicate of other licensed dealers, brokers and investment dealers. The Unit Offering consists of up to $2,400,000 in Units priced at $0.20 per Unit. Each Unit consists of one (1) common share of Carube and one-half share purchase warrant of Carube ("Warrant") where a whole Warrant entitles the registered holder to acquire one (1) Common Share of Carube at $0.30 per share on or prior to 2 years after the date of closing. Closing of the Unit Offering will occur on or about February 28, 2014 or such other time to which the Agent and Carube shall mutually agree.
The Subscription Receipts Offering consists of up to $2,100,000 in subscription receipts (the "Receipts") of Carube. Each Receipt entitles the registered holder to automatically acquire one (1) Common Share of Carube at $0.20 per share upon the completion of the proposed Combination) provided such date of completion is not later than May 15, 2014, failing which the subscription funds will be returned to the subscribers. Closing of the Subscription Receipts Offering will occur on or about April 15, 2014 or such other time to which the Agent and Carube shall mutually agree.
The Offering will be made to "accredited investors" within the meaning of National Instrument 45-106 in Ontario, British Columbia, Alberta, and pursuant to other applicable registration and prospectus exemptions, or to such other qualified persons in such other jurisdictions as the Corporations may decide.
EPC is a full service IIROC registered brokerage headquartered in Toronto, Ontario, specializing in foreign markets and securities. For further information contact: Richard Jozefacki, Investment Advisor, Capital Markets, 130 King Street West, Exchange Tower Suite 2820, Box 20, Toronto, ON, M5X 1A9, 416-649-4273 ext. 407, richard.jozefacki@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 focussed 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% interest in the Bellas Gate Project ("BGP") consisting of two highly prospective copper/gold/silver licences covering 84 square kilometres of the Central Inlier in Jamaica. The interest is subject to a 2% NSR. The BGP is the subject of a Joint Venture with OZ Minerals ("OZ"), an A$1.1B Australian copper-gold producer with a proven track record of exploration success. OZ 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 can then increase their interest a further 10% by completing a feasibility study.
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 Discussion and Analysis dated November 6, 2013 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 subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder 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.
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