Wallbridge Announces Proposed Miocene/Carube Merger

TORONTO, Nov. 26, 2013 /CNW/ - Wallbridge Mining Company Limited (TSX: WM, FWB: WC7) ("Wallbridge") today announced that as the controlling shareholder of Miocene Metals Limited ("Miocene") it has agreed to support the proposed business combination ("the Combination") between Miocene Metals Limited and Carube Resources Inc. ("Carube"), a private mineral exploration company.  Wallbridge currently owns 40.5% of Miocene's issued shares. The proposed Combination is subject to each of Carube and Miocene fulfilling a number of conditions precedent, and obtaining the requisite shareholder and regulatory approvals, as described in Miocene's press release of today's date and summarized below. Upon completion of the Combination, Wallbridge will be the largest shareholder of the resulting combined issuer owning approximately 17% of the resulting combined shares.

Commenting on the proposed Combination, Marz Kord, President and CEO of Wallbridge stated, "While we believe in the exploration potential of our southwestern British Columbia copper-gold exploration properties, this Combination adds to those assets Carube's six exploration licences in Jamaica, on which work to date has indicated excellent potential for one or more porphyry copper-gold systems. Not only that, but exploration in Jamaica is funded for the foreseeable future by the proposed joint venture with OZ Minerals."

Certain of the key provisions of Miocene's press release are as follows:

"Miocene Metals Limited (TSXV:MII) (the "Corporation" or "Miocene"), a company listed on the TSX Venture Exchange (the "TSXV") today reported that it has signed a Heads of Agreement ("HOA") with Carube Resources Inc. ("Carube"), a private mineral exploration company incorporated under the laws of the Province of Ontario, that will lead to a business combination of the two companies (the "Combination"). The terms of the HOA and completion of the Combination will require fulfilment of certain conditions precedent, including but not limited to, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory, third party and shareholder approvals. The final structure of the Combination will be determined after each of Miocene and Carube have had an opportunity to consider all tax and legal elements of the proposed Combination.

Carube, through two wholly-owned Jamaican subsidiaries holds, subject to 2% NSR royalties and certain performance obligations, six copper-gold special exclusive prospecting licences ("SEPLs") in Jamaica on which work to date has indicated excellent potential for one or more economic porphyry copper-gold systems. Subject to certain conditions and payments, one-half of the NSR royalty can be bought back on each of the SEPLs. Carube also holds an option to earn, subject to an underlying royalty, a 100% interest in a platinum group elements ("PGE") property in Quebec. Two of the SEPLs (538 and 553), which were originally staked by Clarendon Consolidated Metals Ltd. ("CCM"), are contiguous, cover 84 square kilometres of highly prospective geology in the central part of Jamaica and constitute an advanced exploration stage project (the "Bellas Gate Project"). This project was purchased, subject to the completion of certain payments, issuance of shares and exploration commitments, from CCM, a private Illinois company formed in 2007 for the purpose of acquiring and exploring mineral properties in Jamaica. Under terms of a new (termination) agreement between CCM and Carube that is currently being finalized, CCM will shortly receive from Carube a cash payment of US $683,159 and a US $210,000 convertible promissory note and will retain a 2% NSR royalty on the two Bellas Gate Project SEPLs.

Prior to execution of the HOA, Carube signed a term sheet (the "OZE Term Sheet") with OZ Exploration Pty Ltd ("OZE"), a wholly-owned subsidiary of OZ Minerals Limited ("OZ"), an Australian copper-gold producer listed on the Australian Securities Exchange. The OZE Term Sheet provides that upon Carube meeting certain conditions precedent, including maintaining and completing payments to CCM, discharging all current debt and demonstrating that it can source 12 months of working capital (the "Conditions Precedent"), OZE and Carube will enter into a joint venture agreement with respect to the Bellas Gate Project (the "Bellas Gate Joint Venture") and Carube will grant OZE an option to enter into separate joint venture agreements on each of Carube's other projects in Jamaica (which are comprised of the other four SEPLs, excluding the Bellas Gate Project SEPLs, that have been combined into three projects). Further, subject to Carube meeting the Conditions Precedent, OZE has agreed to make a $900,000 equity investment in Carube at a price of $0.20 per Carube share.

The Bellas Gate Joint Venture contains within its boundaries two historic copper mines and other workings, which operated on a limited basis in the late 1800s and early 1900s, and two small historic porphyry copper-gold resources from drilling campaigns completed in the 1960s, 1980s and 1990s. Work to date by CCM and Carube, including compilation of historic data, geochemical surveying, mapping, sampling, trenching and limited drilling, has identified 14 quality prospects, primarily copper-gold porphyries, each with the potential to host an economic size target. These include four drill ready targets. 

Under the terms of the Bellas Gate Joint Venture, an initial phase of work by OZE will include a minimum commitment of 1,700 metres of drilling and $500,000 of exploration expenditures. Drilling rigs are already on site and work will commence on predefined targets following the Conditions Precedent being satisfied by Carube.  To earn a 70% interest in the Bellas Gate Joint Venture, OZE will be required to spend $6.5 million on exploration and make payments to Carube of $475,000 over 3.5 years. OZE can then earn a further 10% interest by funding all work to the end of a feasibility study. OZE can fly airborne geophysics over the other three projects (four SEPLs) in return for the option to enter into joint ventures on each of them on similar terms....

Proposed Transaction

Prior to closing of the proposed Combination, Miocene will consolidate its common shares on a one (1) for ten (10) basis, or in the event Miocene sources in excess of $1,200,000 for investment in Carube, Miocene will consolidate its shares on a one (1) for nine (9) basis, or further, in the event Miocene sources in excess of $1,600,000 for investment into Carube, Miocene will consolidate its shares on a one (1) for eight (8) basis (the "Share Consolidation"). Upon closing of the Combination, each shareholder of Carube shall receive one post-consolidation common share of Miocene for each common share of Carube held.  As a condition of the Combination Miocene will hold a meeting of its shareholders to approve the Combination and at such meeting Carube shall have the right to nominate up to four new directors (including one put forth by CCM) for the board of directors of Miocene out of a total of six directors.

Subsequent to the Share Consolidation and concurrent with the closing of the Combination, subject to TSXV and disinterested shareholder approval, Miocene covenants that it will complete the settlement of all its indebtedness owed to Wallbridge by issuing Miocene post-consolidation shares to Wallbridge on the basis of one post-consolidation share for each $0.20 of indebtedness owed to Wallbridge. As at September 30, 2013, Miocene owed Wallbridge a principal amount of $1,140,000 and $135,951 in accrued simple interest (which principal amount accrues interest at the rate of 12% per annum) (the "Wallbridge Debt"). Upon the settlement of the Wallbridge Debt all security provided by Miocene to Wallbridge to secure the loans shall be released and discharged. Additionally, it is proposed that concurrent with the closing of the Combination and subject to TSXV approval, arrears of directors fees and CEO salary in the amount of $322,000 will be converted into one Miocene post-consolidation share for each $0.20 of indebtedness.

Prior to the Combination, Carube expects to settle debts in an approximate amount of $1,580,834 owing to directors, officers, service providers and other creditors by cash from the contemplated financings described below or by Carube common shares at $0.20 per share.

Contemplated Financings

Prior to or concurrent with the Combination, Carube will, as a condition precedent of the transaction, complete financings in the amount of $3,300,000 (the "RTO Financing"). Of that amount: (1) Miocene has committed to source investors for Carube who will subscribe a minimum of $800,000 for: (i) Carube common shares at $0.20 per common share in the minimum amount of $400,000 within thirty (30) days of execution of the HOA; and (ii) the remainder in Carube subscription receipts exercisable into Carube common shares at C$0.20 per common share which such Carube common shares shall be deemed tendered for Miocene post-consolidation common shares concurrently with the completion of the Combination (the "Carube Subscription Receipts"); (2) OZE will subscribe for $900,000 upon the Conditions Precedent being met; and (3) the parties will co-operate in sourcing additional funding over and above the $1,700,000 sourced above in subscriptions for additional Carube common shares and Carube Subscription Receipts in the amount of up to $1,600,000 or such other amount as mutually agreed to by the parties. 

Of the $3,300,000 RTO Financing, there will be a minimum of $1,300,000 raised in the period prior to the completion of the Combination.

The proceeds of all of the subscriptions shall be used by Carube to satisfy the Conditions Precedent in the OZE Term Sheet, to settle certain debts of Carube, to pay both parties' costs of the financings and the Combination and the balance of the proceeds shall be used for general working capital of Miocene."

About Wallbridge Mining

Wallbridge Mining Company Limited (WM:TSX) is an established junior company, formed in 1996, whose mission is to explore and develop platinum group elements (PGE's) in mining friendly jurisdictions of North America.

Wallbridge is currently exploring and developing a large package of properties in Sudbury, Ontario: Canada's premier mining district. These include the pre-feasibility stage Broken Hammer development project and significant exploration joint ventures with partners Lonmin Plc, Impala Platinum Holdings Limited and Glencore Xstrata.

In 2005, Wallbridge created Duluth Metals Limited (TSX:DM) to explore and develop projects in Minnesota, USA. Duluth Metals has since defined the world's largest undeveloped sulfide PGEs, copper and nickel deposit which it is developing through Twin Metals Limited, a joint venture with copper producer Antofagasta Plc. Wallbridge currently retains 10.1 million shares of Duluth Metals (8.1%).

In 2010, Wallbridge created Miocene Metals Limited (TSXV:MII) to explore and develop seven porphyry copper-gold-molybdenum projects in British Columbia, Canada, within a previously under-recognized belt of Miocene-age intrusions. These projects are early stage with large mineralized structures and alteration zones that are ready for drilling with potential for large tonnage deposits. Wallbridge currently retains 28.4 million shares of Miocene Metals (40.5%).

This press release may contain forward-looking statements (including "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) relating to, among other things, the proposed Combination described in Miocene's press release.  Generally, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".  Wallbridge has relied on the text of Miocene's press release for facts relating to the proposed Combination. There is a risk that the proposed transaction may not be completed. All forward-looking statements in this press release are given as of the date hereof.

Wallbridge disclaims 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.  The forward-looking statements contained herein are expressly qualified by this disclaimer.

SOURCE: Wallbridge Mining Company Limited