Miocene Resources Announces Closing of Private Placement of 2014 Flow-Through Common Shares

January 08, 2015 10:40 AM EST | Source: C3 Metals Inc.

Toronto, Ontario--(Newsfile Corp. - January 8, 2015) - Miocene Resources Limited (formerly Miocene Metals Limited) (TSXV: MII) ("Miocene") is pleased to announce that on December 31, 2014, it closed on a flow through private placement consisting of 775,000 2014 flow-through common shares ("Flow-Through Shares") in the capital of Miocene Resources Limited at a price of $0.20 per Flow-Through Share in the capital of the Company raising gross proceeds of $155,000 (the "2014 Flow-Through Offering"). If the Flow-Through Shares are not listed on the TSX Venture Exchange by April, 2015, the Company has covenanted to issue to the subscribers for the Flow-Through Shares one warrant for each one Flow-Through Share subscribed for, each such warrant to be exercisable into one common share in the capital of the Company at $0.25 per share at any time within 5 years from the original issuance date of such warrant.

The proceeds of the 2014 Flow-Through Offering will be used in the development of the Company's British Columbia mineral properties.

The funds raised are another step towards completing the RTO business combination/merger (the "Merger") with Carube Resources Inc. ("Carube") 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 funding 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 (www.sedar.com).

The conditional approval from the TSXV currently in place for the Merger requires the completion of $2,600,000 in financings so as to ensure that the resulting merged company will have adequate project funding and working capital. Of this amount, approximately $1,245,000 remains to be sourced as of January 1, 2015.

Of the $2,600,000 in financings $247,000 is allocated for work on Miocene's British Columbia properties, which work will be partly funded by the proceeds of the 2014 Flow-Through Offering. Upon completion of the Merger, the Miocene Resources flow-through common shares will automatically convert into flow through common shares in the resulting merged company to be called Carube Copper Corp. on a one to one basis.

The 2014 Flow-Through Offering is subject to the final approval of the TSX Venture Exchange.

About Miocene Resources 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, subject to a 2% NSR, a 40% 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 Limited. ("OZ Minerals"), a $1.1B Australian copper-gold producer with a proven track record of exploration success. OZ Minerals can earn a 70% interest in the Bellas Gate Project by spending $6,500,000 and making payments totaling $475,000 to Carube over 3.5 years; OZ Minerals can then increase its interest a further 10% by completing a feasibility study. OZ Minerals also has the right to fly airborne geophysics over 3 other Carube wholly-owned projects (4 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 Resources 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
    

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 Merger 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 Merger transaction is subject to a number of conditions, including raising the required financing and TSXV final approval. There can be no assurance that either the Merger transaction or the remaining financings 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 Merger transaction or the financings described herein and has neither approved nor disapproved the contents of this press release.

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