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Miocene Metals receives TSX-V extension for Carube RTO

2014-08-22 14:46 ET - News Release

Mr. Alar Soever reports

MIOCENE/CARUBE RECEIVE EXTENSION OF TIME TO COMPLETE RTO TRANSACTION

Miocene Metals Ltd. has received an extension from the TSX Venture Exchange for the conditional approval of its reverse takeover (RTO) transaction with Carube. The transaction is extended to Oct. 30, 2014. A condition of the extension is to increase the minimum closing amount of the concurrent Carube financings to $2.6-million 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 is available under Miocene's profile on SEDAR.

Miocene shareholders approved the RTO at a shareholder meeting held June 23, 2014, with over 99 per cent 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 per cent 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, PGeo, 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 Aug. 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 bookrunner 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 $3.9-million in contemplated financings (now increased to $4.23-million with the extension of time), as of Aug. 20, 2014, a total of approximately $1.89-million 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-million 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 postamalgamation, 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 per cent), former Miocene shareholders holding 13,613,436 (22.1 per cent), and participants in the current $2.6-million financing holding 13 million shares (21.1 per cent).

EPC is a full-service Investment Industry Regulatory Organization of Canada-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 adviser, Euro Pacific Canada, 150 York St., suite 1100, Toronto, Ont., Canada, M5H 3S5, at 1-416-649-4273 extension 407.

About Carube Resources

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-per-cent beneficial interest (subject to a 2-per-cent net smelter royalty) 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 Ltd., an approximately $1-billion (Australian) copper-gold producer with a proven record of exploration success. Oz Minerals can earn a 70-per-cent interest in the Bellas Gate project by spending $6.5-million and making payments totalling $475,000 to Carube over 3.5 years; Oz Minerals can then increase its interest a further 10 per cent by completing a feasibility study. Oz Minerals also has the right to fly airborne geophysics over three other Carube projects (four wholly owned licences, subject to 2-per-cent net smelter royalties), and subsequently invoke separate joint ventures on each project with similar terms to those applicable to the Bellas Gate project.

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