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Toronto, Ontario--(Newsfile Corp. - November 26, 2013) - Miocene Metals Limited (TSXV:MII) (the �Corporation� or �Miocene�), a company listed on the TSX Venture Exchange (the �TSXV�) today reported that it has signed a Heads of Agreement (�HOA�) with Carube Resources Inc. (�Carube�), a private mineral exploration company incorporated under the laws of the Province of Ontario, that will lead to a business combination of the two companies (the �Combination�). The terms of the HOA and completion of the Combination will require fulfilment of certain conditions precedent, including but not limited to, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory, third party and shareholder approvals. The final structure of the Combination will be determined after each of Miocene and Carube have had an opportunity to consider all tax and legal elements of the proposed Combination.
Carube, through two wholly-owned Jamaican subsidiaries holds, subject to 2% NSR royalties and certain performance obligations, six copper-gold special exclusive prospecting licences (�SEPLs�) in Jamaica on which work to date has indicated excellent potential for one or more economic porphyry copper-gold systems. Subject to certain conditions and payments, one-half of the NSR royalty can be bought back on each of the SEPLs. Carube also holds an option to earn, subject to an underlying royalty, a 100% interest in a platinum group elements (�PGE�) property in Quebec. Two of the SEPLs (538 and 553), which were originally staked by Clarendon Consolidated Metals Ltd. (�CCM�), are contiguous, cover 84 square kilometres of highly prospective geology in the central part of Jamaica and constitute an advanced exploration stage project (the �Bellas Gate Project�). This project was purchased, subject to the completion of certain payments, issuance of shares and exploration commitments, from CCM, a private Illinois company formed in 2007 for the purpose of acquiring and exploring mineral properties in Jamaica. Under terms of a new (termination) agreement between CCM and Carube that is currently being finalized, CCM will shortly receive from Carube a cash payment of US $683,159 and a US $210,000 convertible promissory note and will retain a 2% NSR royalty on the two Bellas Gate Project SEPLs.
Prior to execution of the HOA, Carube signed a term sheet (the �OZE Term Sheet�) with OZ Exploration Pty Ltd (�OZE�), a wholly-owned subsidiary of OZ Minerals Limited (�OZ�), an Australian copper-gold producer listed on the Australian Securities Exchange. The OZE Term Sheet provides that upon Carube meeting certain conditions precedent, including maintaining and completing payments to CCM, discharging all current debt and demonstrating that it can source 12 months of working capital (the �Conditions Precedent�), OZE and Carube will enter into a joint venture agreement with respect to the Bellas Gate Project (the �Bellas Gate Joint Venture�) and Carube will grant OZE an option to enter into separate joint venture agreements on each of Carube�s other projects in Jamaica (which are comprised of the other four SEPLs, excluding the Bellas Gate Project SEPLs, that have been combined into three projects). Further, subject to Carube meeting the Conditions Precedent, OZE has agreed to make a $900,000 equity investment in Carube at a price of $0.20 per Carube share.
The Bellas Gate Joint Venture contains within its boundaries two historic copper mines and other workings, which operated on a limited basis in the late 1800s and early 1900s, and two small historic porphyry copper-gold resources from drilling campaigns completed in the 1960s, 1980s and 1990s. Work to date by CCM and Carube, including compilation of historic data, geochemical surveying, mapping, sampling, trenching and limited drilling, has identified 14 quality prospects, primarily copper-gold porphyries, each with the potential to host an economic size target. These include four drill ready targets.
Under the terms of the Bellas Gate Joint Venture, an initial phase of work by OZE will include a minimum commitment of 1,700 metres of drilling and $500,000 of exploration expenditures. Drilling rigs are already on site and work will commence on predefined targets following the Conditions Precedent being satisfied by Carube. To earn a 70% interest in the Bellas Gate Joint Venture, OZE will be required to spend $6.5 million on exploration and make payments to Carube of $475,000 over 3.5 years. OZE can then earn a further 10% interest by funding all work to the end of a feasibility study. OZE can fly airborne geophysics over the other three projects (four SEPLs) in return for the option to enter into joint ventures on each of them on similar terms.
Commenting on the proposed Combination Alar Soever, Executive Chairman of Miocene, and Vern Rampton, President and CEO of Carube, stated �Following completion of the Combination, Miocene will own 100% of the mineral rights, subject to the underlying NSR interests, in properties in two underexplored porphyry copper-gold provinces in mining friendly jurisdictions, namely: (i) Jamaica in the emerging Caribbean copper-gold province and (ii) Southwestern British Columbia in the Cascade magmatic arc. The combination of Carube and Miocene presents a unique opportunity to participate in exploration and development in these two porphyry copper-gold environments. Additionally, the exploration on the Bellas Gate Project, and potentially, some of the other Jamaican properties as mentioned above, will be funded and operated by OZ, a $1.0 billion company with a proven track record of exploration success. The investment from, and the exploration funding by OZ, provide firm support for the success of the newly merged company�.
Existing Businesses and Capital Structures
Miocene Metals Limited
At the date hereof, Miocene has a significant interest in six porphyry copper-gold-molybdenum properties in South-Western British Columbia that occur within the Tertiary-aged Cascade Magmatic Arc and has been listed as a Tier 1 company 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 28,447,326 or 40.5% of the 70,246,862 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 own 7,157,000 or 10.2% of the 70,246,862 issued common shares, together with warrants to acquire an additional 2,000,000 Miocene common shares. In addition, directors and officers of Miocene as a group own 3,026,807 or approximately 4.3% of the Miocene issued shares.
Carube Resources Inc.
As at the date hereof, Carube is an Ontario incorporated private company which has interests in six copper/gold/silver SEPLs in Jamaica and also has an option to earn a 100% interest in a platinum-palladium project in Quebec.
As at the date hereof, no person beneficially owns or exercises control or direction, directly or indirectly, over securities holding carrying more than 10% of the voting rights attached to any class of outstanding voting securities of Carube other than Tigers Realm Metals Pty Limited (an Australian based private resource company involved in the acquisition and development of mineral projects globally) (�TRM�), which owns 9,070,000 or approximately 36.9% of the 24,465,374 issued and outstanding Carube common shares. In addition, directors and officers of Carube as a group own 17.87% of the issued Carube common shares.
Proposed Transaction
Prior to closing of the proposed Combination, Miocene will consolidate its common shares on a one (1) for ten (10) basis, or in the event Miocene sources in excess of $1,200,000 for investment in Carube, Miocene will consolidate its shares on a one (1) for nine (9) basis, or further, in the event Miocene sources in excess of $1,600,000 for investment into Carube, Miocene will consolidate its shares on a one (1) for eight (8) basis (the �Share Consolidation�). Upon closing of the Combination, each shareholder of Carube shall receive one post-consolidation common share of Miocene for each common share of Carube held. As a condition of the Combination Miocene will hold a meeting of its shareholders to approve the Combination and at such meeting Carube shall have the right to nominate up to four new directors (including one put forth by CCM) for the board of directors of Miocene out of a total of six directors.
Subsequent to the Share Consolidation and concurrent with the closing of the Combination, subject to TSXV and disinterested shareholder approval, Miocene covenants that it will complete the settlement of all its indebtedness owed to Wallbridge by issuing Miocene post-consolidation shares to Wallbridge on the basis of one post-consolidation share for each $0.20 of indebtedness owed to Wallbridge. As at September 30, 2013, Miocene owed Wallbridge a principal amount of $1,140,000 and $135,951 in accrued simple interest (which principal amount accrues interest at the rate of 12% per annum) (the �Wallbridge Debt�). Upon the settlement of the Wallbridge Debt all security provided by Miocene to Wallbridge to secure the loans shall be released and discharged. Additionally, it is proposed that concurrent with the closing of the Combination and subject to TSXV approval, arrears of directors fees and CEO salary in the amount of $322,000 will be converted into one Miocene post-consolidation share for each $0.20 of indebtedness.
Prior to the Combination, Carube expects to settle debts in an approximate amount of $1,580,834 owing to directors, officers, service providers and other creditors by cash from the contemplated financings described below or by Carube common shares at $0.20 per share.
Contemplated Financings
Prior to or concurrent with the Combination, Carube will, as a condition precedent of the transaction, complete financings in the amount of $3,300,000 (the �RTO Financing�). Of that amount: (1) Miocene has committed to source investors for Carube who will subscribe a minimum of $800,000 for: (i) Carube common shares at $0.20 per common share in the minimum amount of $400,000 within thirty (30) days of execution of the HOA; and (ii) the remainder in Carube subscription receipts exercisable into Carube common shares at C$0.20 per common share which such Carube common shares shall be deemed tendered for Miocene post-consolidation common shares concurrently with the completion of the Combination (the �Carube Subscription Receipts�); (2) OZE will subscribe for $900,000 upon the Conditions Precedent being met; and (3) the parties will co-operate in sourcing additional funding over and above the $1,700,000 sourced above in subscriptions for additional Carube common shares and Carube Subscription Receipts in the amount of up to $1,600,000 or such other amount as mutually agreed to by the parties.
Of the $3,300,000 RTO Financing, there will be a minimum of $1,300,000 raised in the period prior to the completion of the Combination.
The proceeds of all of the subscriptions shall be used by Carube to satisfy the Conditions Precedent in the OZE Term Sheet, to settle certain debts of Carube, to pay both parties� costs of the financings and the Combination and the balance of the proceeds shall be used for general working capital of Miocene.
Carube reserves the right to issue up to a further 10% of the securities issued pursuant to the RTO Financing to any agent, underwriter and/or finder, such �brokers warrants� to be exercisable into securities identical to those issued under the RTO Financing and exercisable for a period of two years from the date of issue.
Miocene will engage a sponsor or will seek a sponsorship exemption under the TSXV�s policy for RTO financings.
Resulting Miocene Capital Structure
Assuming the closing of the $3,300,000 RTO Financing, the settlement by Miocene of its Wallbridge Debt and its indebtedness for director fees and CEO salary, and the completion of the contemplated 10:1, 9:1 or 8:1 consolidation of the shares of Miocene as the case may be, after the Combination Miocene will have between 57.9 and 59.7 million shares outstanding on a non-diluted basis.
Assuming a 10:1 consolidation, existing Miocene shareholders, including those resulting from the debt settlement with Wallbridge, its CEO and directors, will own approximately 26.6% of the outstanding shares of the resulting issuer and the current shareholders of Carube (including its proposed shares for debt transaction) will own approximately 47.1% of the shares of the resulting issuer, and investors in the RTO Financing will own 26.3% of the shares of the resulting issuer, all 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 the resulting issuer will be: (i) the directors and senior officers of the resulting issuer identified below, (ii) Wallbridge, by virtue of owning approximately 17% of the resulting issuer shares, and (iii) TRM by virtue of owning approximately 15% of the resulting issuer shares. OZE will own approximately 8% of the resulting issuer�s shares. The foregoing calculations are based on the assumption of a 10:1 consolidation and are stated on an undiluted basis.
Bios of Proposed Directors and Officers
Alar Soever, P.Geo., Director (Nominee of Miocene)
Mr. Alar 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 two public companies: Aura Silver Resources Inc. and Mazorro 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: the Secretary of Canada Lithium Corp., a TSX listed issuer currently developing and commissioning an open-pit lithium carbonate mine and processing plant near Val d�Or, Quebec. Mr. Irwin is a former Director of Trelawney Mining and Exploration Inc.; 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.
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 private 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 consisting of two highly prospective copper/gold/silver licences covering 84 square kilometres of the Central Inlier in Jamaica. The interest is subject to staged payments and a 2% NSR. Carube also owns, subject to 2% NSRs, a 100% interest in Rodinia Jamaica Limited, which controls 4 additional licences covering a total of 176 square kilometres located mainly on three of Jamaica�s highly prospective Cretaceous Inliers. In addition, it has an option to earn a 100% interest in the Fiedmont platinum and palladium project north of Val d�Or, Quebec. It currently has 24,465,374 common shares outstanding.
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 the Miocene�s website at www.miocenemetals.com or Carube�s website at www.caruberesources.com, or contact:
Miocene Metals Limited
Alar Soever
Executive Chairman
1-705-682-9297
asoever@miocenemetals.com
Carube Resources Inc.
Vern Rampton
President and CEO
1-613-836-2594
vrampton@rogers.com
DISCLAIMERS AND FORWARD-LOOKING STATEMENTS
Completion of the transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is 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 management information circular and/or filing statement 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
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of the Corporation, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in the Corporation'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 Corporation�s expectations regarding the transaction and contemplated financings. The Corporation cautions 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 Corporation does not assume any obligation to update or revise them to reflect new events or circumstances. The Corporation disclaims 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.
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