Miocene Resources Limited and Carube Resources Inc. Announce Closing of
posted on
Jun 25, 2015 01:49PM
Developing nickel, copper and platinum group element ("PGE") deposits.
Business Combination
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. newsfile
Toronto, Ontario--(Newsfile Corp. - June 25, 2015) - Miocene Resources Limited (TSXV: MII) (the "Corporation" or "Miocene"), a company listed on the TSX Venture Exchange (the "TSXV") and Carube Resources Inc. ("Carube"), a private mineral exploration company incorporated under the laws of the Province of Ontario, today reported that they have concluded the business combination of the two companies (the "Combination"). Pursuant to the terms of the Combination, Miocene, as the resulting issuer, has changed its name to Carube Copper Corp. ("Carube Copper") and will be listed as a Tier 2 Mineral Exploration Issuer under the TSXV's policies and will continue to be engaged in the business of mineral exploration. Trading of Carube Copper shares on the TSXV will be conducted under the symbol "CUC". The foregoing is subject to the final approval of the TSXV. The terms of the Combination 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).
As part of the Combination each of the existing officers of Miocene will resign, and such resigning officers will be replaced by nominees of Carube including the appointment of Alar Soever as Chairman, Vern Rampton as President and Chief Executive Officer, Jeffrey Ackert as Vice-President Exploration, John McNeice as Chief Financial Officer and Chris Irwin as Secretary.
Carube Copper Capital Structure
The refinancing transactions referenced in the press release dated June 8, 2015 have been completed (the "RTO Financing"). The settlement of $1,317,750 in related party debts through the issuance of 6,588,750 shares at $0.20 per share was completed effective June 16, 2015, which securities bear a hold legend expiring October 17, 2015. The application for the settlement of $79,250 owing to arm's length creditors through the issuance of 396,250 shares at $0.20 per share and 198,125 warrants exercisable at $0.20 for 24 month post listing has been submitted to the TSXV for approval.
Following the closing of the RTO Financing, the settlement by Miocene of its Wallbridge Debt and its indebtedness for director fees and CEO salary, and the completion of the Combination which includes the consolidation of the Miocene common shares on a 10 for 1 basis, Carube Copper will have 60,631,390 common shares outstanding on a non-diluted basis.
Miocene shareholders, including those resulting from the shares for debt settlement with Wallbridge Mining Company Limited ("Wallbridge"), its CEO and directors, will own approximately 22.4% of the outstanding shares of Carube Copper and the current shareholders of Carube (including its proposed shares for debt transactions) will own approximately 64.0% of the shares of Carube Copper, and investors in the RTO Financing will own 13.6% of the shares of Carube Copper, all on a non-diluted basis.
Following the completion of the Combination, it is anticipated that the only Principals (as that term is defined in TSXV policies) of Carube Copper will be: (i) those directors and senior officers of Carube Copper identified above, (ii) Wallbridge, by virtue of owning approximately 18.0% of Carube Copper shares, and (iii) Tigers Realm Metals Pty Ltd. ("TRM") by virtue of owning approximately 17.1% of Carube Copper shares. OZ Minerals Limited ("OZ") (described under the caption below "About Carube Resources Inc.") will own approximately 7.9% of Carube Copper shares. The foregoing calculations are stated on an undiluted basis.
Wallbridge acquired and now holds 10,894,732 common shares in the capital of Carube Copper ("Common Shares"), representing approximately 18.0% of the outstanding Common Shares (based on 60,631,390 issued and outstanding Common Shares as at the date hereof) and warrants to acquire up to an additional 1,525,000 Common Shares. If all such warrants were exercised on the date hereof, Wallbridge would hold 12,419,732 Common Shares, which would represent approximately 20.0% of the issued and outstanding Common Shares on a partially diluted basis (calculated based on 62,156,390 Common Shares being issued and outstanding assuming the exercise of Wallbridge's warrants only).
TRM acquired and now holds 10,346,960 Common Shares, representing approximately 17.1% of the outstanding Common Shares (based on 60,631,390 issued and outstanding Common Shares as at the date hereof).
OZ acquired and now holds 4,796,280 Common Shares, representing approximately 7.9% of the outstanding Common Shares (based on 60,631,390 issued and outstanding Common Shares as at the date hereof) and warrants to acquire up to an additional 2,398,140 Common Shares. If all such warrants were exercised on the date hereof, OZ would hold 7,194,420 Common Shares, which would represent approximately 11.4% of the issued and outstanding Common Shares on a partially diluted basis (calculated based on 63,029,530 Common Shares being issued and outstanding assuming the exercise of OZ's warrants only).
The above shareholders acquired the above-noted securities of the Company for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over the Common Shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. The Common Shares of the Company and the warrants were acquired by the above shareholders pursuant to the exemption from prospectus requirements under section 2.11 of National Instrument 45-106.
A copy of the Early Warning Report filed under applicable Canadian provincial securities legislation in connection with the above shareholder's shareholdings in the Company may be found at www.sedar.com under the Company's profile.
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.
On June 18, 2015, Miocene changed its name to Carube Copper Corp.
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 40% beneficial interest (subject to a 2% NSR) 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 Limited ("OZ Minerals"), an Australian copper-gold producer with a market capitalization of $1.1B. OZ Minerals can earn a 70% interest (Carube 30%) in the Bellas Gate Project by spending $6.5M and has already made payments totaling $475K to Carube; 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 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 Resources Limited Carube Resources Inc.
Alar Soever Vern Rampton
Executive Chairman President and CEO
1-705-682-9297 1-613-839-3258
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 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 still subject to certain conditions, including receiving TSXV final acceptance of the Combination transaction.
Investors are cautioned that, except as disclosed in the information circulars and/or filing statements 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.