MII

TORONTO, Aug. 9, 2011 /CNW/ -- /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES/ TORONTO, Aug. 9, 2011 /CNW/ - Miocene Metals Limited (the "Company") (TSXV:MII), the spin-out corporation formed by Wallbridge Mining Company Limited ("Wallbridge") to acquire and finance exploration on Wallbridge's former British Columbia properties, is pleased to announce that effective August 9, 2011, the common shares of the Company will commence trading on the TSX Venture Exchange (the "Exchange") under the trading symbol MII. The Company will be listed as a Tier 1 Mining Issuer. Prior to listing, the Company closed its previously announced initial public offering of 6,945,000 units ("Units") at a price of $0.36 per Unit and 6,320,000 of flow-through common shares ("Flow-Through Shares") at a price of $0.40 per Flow-Through Share (the "Offering"). Each Unit is comprised of one common share ("Common Share") and one half of one Common Share purchase warrant ("Warrant"). Each whole Warrant is exercisable into one Common Share at a price of $0.50 per Common Share for a period of 2 years from the closing date of the Offering.   Each Flow-Through Share was issued as a "flow-through share" within the meaning of the Income Tax Act (Canada). Macquarie Private Wealth Inc. (the "Agent") acted as agent on a commercially reasonable efforts basis for the Offering. In consideration for the services provided by the Agent and its sub-agents, the Company has issued an aggregate of 928,550 non-transferable compensation options (the "Agent's Compensation Options") to purchase 928,550 units in the capital of the Company (the "Agent's Units") representing 7% of the number of Units and Flow-Through Shares sold pursuant to the Offering. The Agent's Compensation Options are exercisable until the close of business on August 5, 2013 at a price of $0.36 per Agent's Unit. Each Agent's Unit consists of one common share (an "Agent's Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant being herein referred to as an "Agent's Warrant"). Each Agent's Warrant entitles the Agent to purchase one common share (each also referred to as a "Warrant Share") at a price of $0.50 subject to certain adjustments in certain events at any time on or before the close of business on August 5, 2013. As a result of the closing of the Offering, each of the special warrants that were issued by Wallbridge as a dividend-in-kind to its shareholders of record as at April 30, 2010 have been automatically converted into an equivalent number of common shares in the capital of the Company. "We are very pleased to accomplish this public listing milestone which enables the Company's shareholders to buy and sell their shares through the facilities of the TSX Venture Exchange," commented the President and CEO of the Company, Bruce Jago. This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The Units and Flow-Through Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, except pursuant to an exemption from the registration requirements of that Act and applicable state securities laws. Additional detailed disclosure regarding the Company can be found on SEDAR at www.sedar.com and on the Company's website at www.miocenemetals.com. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. About Miocene Metals Limited Miocene Metals is focused on the exploration and development of seven porphyry copper-gold-molybdenum properties acquired from Wallbridge in south-western British Columbia within the Miocene-age Cascade Magmatic Arc. The Cascade Arc shares many geological characteristics with the Miocene-age porphyry belt that stretches the length of Chile and Argentina in South America and hosts some of the world's largest porphyry copper-gold-molybdenum deposits including Chuquicamata, El Teniente and Los Bronces. 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 the Company, including, without limitation, those listed under "Risk Factors" and " Forward-Looking Statements" in the Company's Final Prospectus (collectively, "forward-looking information"). 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. No assurance can be given that the expectations set out in the Company's Final Prospectus 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 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. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/August2011/09/c2540.html p /p p align="justify" Please visit the Miocene Metals' website at a href="http://www.miocenemetals.com/"www.miocenemetals.com/a, or contact: /p table border="0" valign="top" tr td Miocene Metals Limited /td /tr tr td Linda Zubal, Investor Relations      /td td Ron Poirier, Investor Relations /td /tr tr td Tel: (705) 682-9297 ext. 247      /td td Tel: (705) 682-9297 ext 263 /td /tr tr td Email: a href="mailto:lzubal@miocenemetals.com"lzubal@miocenemetals.com/a     /td td Email: a href="mailto:rpoirier@miocenemetals.com"rpoirier@miocenemetals.com/a /td /tr /table p   /p

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