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Miocene completes 1:10 rollback, arranges placement

2014-12-18 14:48 ET - News Release

Mr. Alar Soever reports

MIOCENE METALS ANNOUNCES SHARE CONSOLIDATION AND OFFERING OF FLOW-THROUGH AND COMMON SHARES

Miocene Metals Ltd., on Dec. 11, 2014, completed the consolidation of its shares on a one-for-10 basis as approved by its shareholders at the special meeting of shareholders held on June 23, 2014, and, upon the consolidation, Miocene's name was changed to Miocene Resources Ltd.

The consolidation of Miocene's shares is another step toward completing the reverse takeover business combination/merger with Carube Resources Inc., provided for in a merger agreement dated March 27, 2014. The terms of the merger agreement call for the parties to co-operate and use their commercially reasonable best efforts in sourcing the necessary financing for the merged company. The terms of the merger agreement are fully described in Miocene's information circular dated April 29, 2014, which information circular is available under Miocene's profile on SEDAR.

The conditional approval from the TSX Venture Exchange currently in place for the Merger requires the completion of $2.6-million in financings so as to ensure that the resulting merged company will have adequate project financing and working capital. Of this amount, approximately $1.4-million remained to be sourced as of Nov. 24, 2014 (for details of the financings, see press release dated Nov. 24, 2014, under Miocene's profile on SEDAR).

Of the $2.6-million in financings, $247,000 is allocated for work on Miocene's British Columbia properties, which work will be eligible for flow-through tax credits. As the contemplated merger is not expected to close until January, 2015, this financing is now being sourced by the issuance of Miocene Resources Ltd. flow-through shares. Upon completion of the merger, these shares will automatically convert into flow-through shares in the resulting merged company to be called Carube Copper Corp. on a one-to-one basis. In addition, up to $750,000 in Miocene Resources units is being offered, with the proceeds to be applied to the required financings for the merger.

The offering consists of a non-brokered private placement of up to 1.25 million flow-through common shares in the capital of Miocene Resources at a price of 20 cents per flow-through share and 3.75 million units at a price of 20 cents per unit. Each unit will comprise one non-flow-through common share in the capital of Miocene Resources and one-half of one Miocene common share purchase warrant. Each whole warrant shall be exercisable into one common share at a price of 30 cents per common share for a period of two years from the closing date of the offering. Each flow-through share will be issued as a flow-through share within the meaning of the Income Tax Act (Canada).

A 6-per-cent finders' fee will be paid in cash, and 6-per-cent finders' warrants will be issued by the company in conjunction with the completion of the offering to parties who introduce qualified investors. This offering is being conducted on a private-placement basis and is open to accredited investors within the meaning of National Instrument 45-106 in the offering jurisdictions, or pursuant to other applicable registration and prospectus exemptions or to such other qualified persons in such other jurisdictions as Miocene may decide.

The offering is subject to the approval of the TSX Venture Exchange.

The proceeds of the private placement will be used in the development of the company's British Columbia mineral properties for the amount of flow-through funds raised, and for general working capital.

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, subject to a 2-per-cent net smelter return royalty, a 40-per-cent beneficial interest in the Bellas Gate project, which consists of two highly prospective copper/gold/silver licences covering 84 square kilometres. The Bellas Gate project is the subject of a joint venture agreement with Oz Minerals Ltd. 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 wholly owned projects (four licences), subject to 2-per-cent NSRs, and subsequently invoke separate joint ventures on each project with similar terms to those applicable to the Bellas Gate project.

Completion of each of the merger transaction and the offering is subject to a number of conditions, including raising the required financing and TSX-V final approval. There can be no assurance that either the merger transaction or the offering 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.

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