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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




For further information:

Please visit the Company's website at http://www.wallbridgemining.com/">www.wallbridgemining.com, or contact:

Linda Zubal Vice President, Corporate Communications Tel: (705) 682-9297 ext. 263 Email: lzubal@wallbridgemining.com