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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