News Column

Miocene and Carube Shareholders Overwhelmingly Approve Carube/Miocene RTO

June 24, 2014

Newsfile Corp.

Toronto, Ontario--(Newsfile Corp. - June 24, 2014) - Miocene Metals Limited ( “Miocene”) (TSXV: MII) and Carube Resources Inc. ( “Carube”), a private Ontario-based mineral exploration company, are pleased to report that shareholders of both Miocene and Carube have provided their overwhelming approval for the Reverse Takeover ( “RTO”) transaction relating to the two companies. Miocene’s shareholders present at the meeting in person or by proxy voted 99% of votes cast in favour of the RTO transaction while Carube shareholders provided their unanimous consent with 100% of votes cast in favour of the transaction.

“It is rare to see such overwhelming support for a transaction such as this from both sets of shareholders” stated Alar Soever, Executive Chairman of Miocene. “This extremely high level of shareholder support highlights the benefits of this transaction to both companies.”

The proposed transaction will result in the Reverse Takeover of Miocene by Carube, and upon the closing of the Carube financing (see below) and receipt of final approvals from the TSX Venture Exchange, the two companies will finalize the now approved amalgamation whereby the shareholders of both companies will then continue as shareholders of one publicly listed company, Carube Copper Corp ( “CUC”) . CUC will combine the high quality exploration assets of Carube and Miocene with the exploration know how and funding of OZ Exploration Pty Ltd ( “OZ”), Carube’s joint venture partner and a wholly owned subsidiary of the A$1.2 billion dollar Australian listed copper-gold producer OZ Minerals. OZ has already demonstrated its commitment by providing a $960,000 private placement into Carube, which was used to buy out the vendor of the Bellas Gate property. OZ has also rapidly advanced work on the $6.5 million Bellas Gate Joint Venture. Initial exploration results are expected shortly.

The high quality exploration assets of Carube and Miocene, and the funding from OZ, point to a bright future for the merged company.

Voting Results

At the Miocene shareholder meeting held yesterday, 45,332,451 shares or 64.5% of the 70,246,862 issued and outstanding shares of the company were represented either in person or by proxy. Over 99% of the shares cast were voted for the consolidation of the existing Miocene shares on a 10:1 basis, as well as the RTO transaction with Carube and related transactions. Each of the proposed directors: Alar Soever, Vern Rampton, Faramarz Kord, Jeffrey Ackert, Greg LeBlanc, and Mark Pfau received over 98% of the votes cast in favour of their respective elections.

Similarly, at the Carube shareholder meeting held on June 20, 2014, 32,193,659 shares or 93.0% of the 34,609,812 issued and outstanding shares of Carube were represented at the meeting either in person or by proxy. Support for the RTO transaction with Miocene was unanimous with 100% of the shares cast approving the transaction. Each of the existing Carube directors: Vern Rampton, Jeff Ackert, and Greg Leblanc were re-elected, each receiving 100% of the votes cast.

RTO Transaction with Carube Resources Inc.

Miocene has received conditional TSX Venture Exchange (the “Exchange”) approval for the 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 Carube Copper Corp., 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).

Carube Financing

As previously disclosed, 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 June 10, 2014, at least $1,804,957.60 had been raised leaving $2,095,042.40 yet to be raised in order to achieve the $3,900,000 target.

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 kilometresof 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 Project by 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 LimitedCarube Resources Inc.
Alar SoeverVern Rampton
Executive ChairmanPresident and CEO
1-705-682-92971-613-836-2594
asoever@miocenemetals.comvrampton@rogers.com
  


All references to “$” herein are to Canadian dollars, unless stated otherwise.

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 raising the entire $3,900,000 under the Carube Financing and receiving TSXV final acceptance, neither of which can be assured.

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.




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Source: Newsfile Press Release Wire


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