MII

TORONTO, Jan. 18, 2013 /CNW/ - Miocene Metals Limited (TSX-V: MII) (the "Company" or "Miocene Metals") today announced it has reached an agreement with its major shareholder, Wallbridge Mining Company Limited, on an extension of the terms of the line of credit facility ("LOC") with Wallbridge.  In addition to the extension of the LOC, the Company announced its intention to complete a non-brokered private placement to raise gross proceeds totaling up to C$300,000 to fund general working capital (the "Offering").

The Company continues in its efforts to secure major partner funding for its exploration efforts on its British Columbia properties.  Large mineralized porphyry copper-gold alteration systems have been identified on both the Mackenzie and Rogers Creek properties, and these properties will be the focus of future exploration programs.

The Offering will consist of up to 6,000,000 Units, with each Unit comprised of one non-flow-through common share of the Company and one common share purchase warrant (a "Warrant").

Each Unit is priced at $0.05. Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of C$0.10 at any time prior to 5:00 p.m. (Toronto time) on the date that is 36 months from the Closing Date (as defined below).

The proceeds received by the Company from the sale of the Units and the Warrant portion of the Units will be used for general working capital purposes.

The securities comprised within the Units will be subject to a hold period of four months and one day from the Closing Date in the Offering Jurisdictions (as defined below).

The Offering jurisdictions (the "Offering Jurisdictions") for the Offering will be the provinces of British Columbia, Alberta, Ontario, and Quebec.

Payment for and delivery of the Units shall be made on or before February 15, 2013, or such other date as may be decided by the Company (the "Closing Date").

The Offering is subject to TSX Venture Exchange ("TSXV") approval.

Under the agreed upon amendments to the terms of the LOC, the repayment date has been extended to the earlier of: i) September 30, 2014 (from March 31, 2013 under the original LOC), or (ii) immediately upon receipt of any joint venture financing or private placement financing, (excluding a flow through financing) in either case which results in net proceeds to Miocene Metals of not less than C$1,250,000 (the "Maturity Date"), and the total credit available for advance under the LOC has been increased from C$1.0 million to C$1.1 million (of which $1.0 million has already been drawn down in 2012). Advances under the Line of Credit in 2013 will be on a dollar for dollar basis against equity raised by Miocene to a cap of $100,000. Principal amounts advanced under the LOC bear interest at the rate of 8% per annum (calculated annually not in advance) on each principal amount advanced thereunder calculated from the date of advance until December 31, 2012 and thereafter at 12% per annum until repayment of such advance in full. In consideration for extending the Maturity Date of the LOC and the other amendments to the LOC, Wallbridge has been granted a 1.5% Net Smelter Return ("NSR") Royalty on the Company's Mackenzie and Salal properties. Provided the LOC has been repaid in full (including all accrued interest thereon), Miocene Metals has the right to buy back the NSR: i) for C$250,000 at any time on or before the Maturity Date; (ii) for C$500,000 during the first year after the Maturity Date; or, (iii) for C$1.5 million at any time thereafter.

About Miocene Metals Limited

Miocene Metals is focused on the exploration of six 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.

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.

FORWARD-LOOKING STATEMENTS

This news release may contain forward-looking information (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) that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of the Company, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in the Company's Final Prospectus and other public filings (collectively, "forward-looking information"). Forward-looking information in this news release includes, but is not limited to, information concerning the Company's expectations regarding the availability of funding. The Company cautions 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. 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".  Such statements are based on assumptions, estimates, forecasts and projections made in light of the trends, conditions and expected developments that are considered to be relevant and reasonable in the circumstances at the date that such statements are made.  Forward-looking statements are not guarantees of future performance and such information is inherently subject to known and unknown risks, uncertainties and other factors that are difficult to predict and may be beyond the control of the Company.  A number of factors and assumptions may cause actual results, level of activity, performance or outcomes of the Company to be materially different from those expressed or implied by such forward-looking statements. Consequently, undue reliance should not be placed on such forward-looking statements. These statements speak only as of the date of this press release and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. The Company 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.

SOURCE Miocene Metals Limited