Carube/Miocene Bellas Gate Project in Jamaica Ahead of Schedule; OZ Will Proceed Immediately to Phase 2

May 28, 2014 10:27 AM EDT | Source: C3 Metals Inc.

Toronto, Ontario--(Newsfile Corp. - May 28, 2014) - Miocene Metals Limited (TSXV: MII) ("Miocene") and Carube Resources Inc. ("Carube"), a private Ontario-based mineral exploration company, are pleased to announce that Carube's joint venture partner, OZ Exploration Pty Ltd. ("OZ") (a wholly-owned subsidiary of OZ Minerals Ltd., an Australian based mining company listed on the Australian Stock Exchange) has provided notice that it has completed the Phase 1 minimum commitment of C$500,000 of exploration expenditures as required under the Bellas Gate Joint Venture term sheet agreement ("BGJV"). OZ has also notified Carube that it is continuing its present exploration activities without interruption, and will, pursuant to the BGJV, formally proceed with Phase 2 of the BGJV on July 17, 2014. During Phase 2, Oz is required by the BGJV to spend at least C$600,000 on exploration and primarily drilling work over a maximum of twelve (12) months. Pursuant to the BGJV, present on-going exploration costs incurred by OZ beyond those required for Phase 1 and incurred prior to July 17, 2014 can be credited to Phase 2.

Ahead of Schedule

Dr. Vern Rampton P.Eng, President and CEO of Carube stated, "OZ has done a fantastic job in getting the Bellas Gate Project up and running. OZ only began exploration operations at Bellas Gate after Carube completed the property purchase on January 15, 2014 -- a transaction that was completed with the assistance of a C$960,000 private placement from OZ at 20 cents per unit, the same price as the current financing. The fact that OZ has accelerated their program and chosen to proceed to Phase 2 a full two months ahead of schedule is particularly encouraging as it shows a strong commitment to and belief in the Bellas Gate Project."

Under the terms of the BGJV, OZ can spend C$6.5 million on exploration and make staged payments to Carube of C$475,000 over 5 years to earn a 70% interest in the Bellas Gate Project. OZ can then earn a further 10% interest by funding all work to the end of a feasibility study.

The Bellas Gate Project covers 84 km2 of Cretaceous volcanic rocks in central Jamaica, with porphyry copper style mineralization identified in seven separate areas. Work to date, including compilation of historic data, prospecting and rock sampling, geochemical surveying, mapping, trenching and limited drilling has identified 14 quality exploration targets, each potentially of economic interest. These include four drill ready targets, which are the focus of the current drilling program by OZ.

Work completed during the Phase 1 program included detailed mapping, re-logging of historic drill core, as well as 1,016 metres of diamond drilling. Drilling was focused on the Connors and Ginger Ridge targets, two of the four drill ready targets on the property. To date, two holes totalling 645 metres have been completed at Connors, while one hole totalling 371 metres was completed at Ginger Ridge. Assay results are pending and will be included in the report on the work which is scheduled for release at the end of June 2014, after the Miocene and Carube shareholder meetings.

The shareholder meetings will be held on or about June 23, 2014 and will attend to the merger between Carube and Miocene, amongst other matters.

Merger with Carube Resources Inc.

Miocene has received conditional TSX Venture Exchange (the "Exchange") approval for a Reverse Take-Over ("RTO") transaction with Carube. Under the terms of the transaction, Miocene will undergo a share consolidation on a 10:1 basis and then issue additional common shares resulting from the acquisition of all of Carube's outstanding securities and from related transactions. Carube shareholders will own the majority of the Resulting Issuer. The terms of the RTO are fully described in Miocene's information circular dated April 29, 2014 (the "Information Circular"). The Information Circular is available under Miocene's profile on SEDAR (www.sedar.com). Shareholders of Miocene will be asked to approve the RTO and related transactions at a shareholder meeting to be held on June 23, 2014.

Financing

Euro Pacific Canada Inc. ("EPC") has been appointed by Carube to use EPC's commercially reasonable best efforts as the lead agent and book-runner in connection with two concurrent private placement offerings ("Offerings") consisting of: (i) a Unit Offering (the "Unit Offering"); and (ii) a Subscription Receipts Offering (the "Receipt Offering"). The Offerings are intended to together raise $3,900,000 through either a 19,500,000 Unit Offering or a combination of the Unit Offering and a Subscription Receipts Offering. For further details regarding the Offerings, see Miocene's press release dated May 9, 2014. As of April 29, 2014, $1,627,458 has been purchased in the Unit Offering leaving an overall total of $2,272,542 yet to be raised in order to achieve the $3,900,000 maximum.

EPC is a full-service IIROC 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 Advisor, Capital Markets, 130 King Street West, Exchange Tower Suite 2820, Box 20, Toronto, ON, Canada, M5X 1A9, +1 416-649-4273 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 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% beneficial 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 a 2% NSR. The Bellas Gate Project is the subject of a joint venture term sheet agreement with OZ Exploration Pty Ltd. ("OZ") (a wholly-owned subsidiary of OZ Minerals Ltd., an ≈A$1B Australian copper-gold producer with a proven track record of exploration success). OZ can earn a 70% interest in the Bellas Gate Projectby spending $6.5M and making payments totaling $475K to Carube over 3.5 years; OZ can then increase its interest a further 10% by completing a feasibility study. OZ also has the right to fly airborne geophysics over 3 other Carube projects (4 wholly-owned licenses, subject to 2% NSRs) and subsequently invoke separate joint ventures on each project with similar terms to those applicable to the Bellas Gate Project.

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:

Miocene Metals Limited Carube Resources Inc.
Alar Soever Vern Rampton
Executive Chairman President and CEO
1-705-682-9297 1-613-836-2594
asoever@miocenemetals.com vrampton@rogers.com
   

The Qualified Person responsible for the technical content of this press release is Dr. Vern Rampton, P.Eng, President and CEO of Carube Resources Inc. All references to "$" herein are to Canadian dollars.

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 Information Circular dated April 29, 2014 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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