Welcome!

News Feed Item

Carmax Closes First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/29/14 -- Carmax Mining Corp. ("Carmax") (TSX VENTURE:CXM) is pleased to announce that it has closed the first tranche of a private placement of 20,000,000 units to 1001195 B.C. Ltd. ("1001195"), a wholly owned subsidiary of Copper Fox Metals Inc. ("Copper Fox") created specifically for the purpose of holding Copper Fox's interests in Carmax as those interests will evolve in a future relationship established for the purpose of developing Carmax's Eaglehead Property located in the Dease Lake Area of the Province of British Columbia. The second tranche consisting of the non-brokered placement of an additional 4,000,000 units to other unrelated subscribers is expected to close in the first week of June.

Each unit being placed by Carmax will consist of one common share and one common share purchase warrant of Carmax with each common share purchase warrant providing the holder with the right to purchase, for a period of two years following the date of closing, one additional common share of Carmax at a price of $0.075 per share, subject to the terms and conditions set forth in the warrant certificate. The 20,000,000 units issued to Copper Fox's subsidiary in the first tranche closing have been issued subject to a four month hold period expiring September 29, 2014.

Copper Fox's indirect purchase of shares in Carmax and the creation of a new control block of shares under the direction and control of Copper Fox was approved at Carmax's special meeting of shareholders held on May 22, 2014. By virtue of the placement and the anticipated closing of the second tranche of the placement, Copper Fox will own indirectly and exercise direction and control of 38.82% of the issued and outstanding shares of Carmax following the closing of the 4,000,000 units second tranche non-brokered portion of the placement.

Copper Fox, through its aforementioned wholly owned subsidiary, entered into a subscription agreement (the "Subscription Agreement") with Carmax to acquire the Units, and such Subscription Agreement contained representations, warranties and covenants of the respective parties that are standard and customary in agreements of this nature, including representations that allow reliance on applicable Canadian private placement prospectus exemptions. Moreover, pursuant to the Subscription Agreement Carmax granted Copper Fox certain rights, including, but not limited to:

--  the right to nominate two members to the Board of Carmax at each annual
    meeting of Carmax's shareholders; 
--  the pre-emptive right to participate in any equity financing of Carmax,
    so as to maintain its pro rata percentage shareholding in Carmax; and 
--  the right to make top-up investments in Carmax, by way of future private
    placements, so as to maintain its pro rata percentage shareholding in
    Carmax.

The aforementioned rights are, however, subject to Copper Fox and its affiliates maintaining ownership of 20% of Carmax's issued and outstanding common shares.

The private placement was originally announced as a private placement with Desert Fox Copper Inc. ("Desert Fox"), a separate wholly owned subsidiary of Copper Fox. The subscription agreement assigned by Desert Fox was assigned to 1001195, the new subsidiary of Copper Fox with the consent of Carmax and the Exchange.

Concurrently with the Closing, Elmer B. Stewart, the current President of Copper Fox was appointed a director of Carmax.

Copper Fox is a Canadian resource development company listed on the TSX Venture Exchange (TSX VENTURE:CUU) with offices in Calgary, Alberta and Miami, Arizona. Copper Fox holds a 25% interest in the Schaft Creek Joint Venture with Teck Resources Limited in relation to the Schaft Creek project in northwestern British Columbia. In addition to its 25% interest in the Schaft Creek Joint Venture, Copper Fox holds, through Desert Fox and its wholly-owned subsidiaries, the Sombrero Butte copper project in the Bunker Hill Mining District, Arizona and the Van Dyke oxide copper project in the Globe-Miami Mining District, Arizona. Desert Fox opened an operations office in Miami, Arizona to advance the work required on the Van Dyke copper project to a Preliminary Economic Assessment.

The proposed private placement announced by Carmax on April 10, 2014, previously received conditional TSX Venture Exchange approval subject to, among other things, Carmax shareholder approval for the transaction, which has now been obtained.

On behalf of the Board of Directors

Jevin Werbes, President and CEO

Carmax Mining Corp.

For further information, please visit the website www.sedar.com to view the Company's profile or contact Carmax at 604-921-1810.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release is not for distribution in the United States or over United States newswires.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of Canadian securities laws. Forward-looking information in this news release includes statements about the completion of the private placement.

In connection with the forward-looking information contained in this news release, Carmax has made numerous assumptions. While Carmax considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the private placement by Desert Fox in Carmax may not close as complete as currently anticipated; the actual mineralization in the Eaglehead property deposit may not be as favorable as suggested by the resource estimate; the possibility that future drilling and geophysical exploration on the Eaglehead property may not occur on a timely basis, or at all; fluctuations in copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of the mineral deposit; uncertainty of estimates of capital and operating costs, recovery rates, and estimated economic return; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.

A more complete discussion of the risks and uncertainties facing Carmax is disclosed in Carmax's continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Carmax disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Contacts:
Carmax Mining Corp.
604-921-1810
604-921-1898 (FAX)

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, will discuss how they b...
SYS-CON Events announced today that SkyScale will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SkyScale is a world-class provider of cloud-based, ultra-fast multi-GPU hardware platforms for lease to customers desiring the fastest performance available as a service anywhere in the world. SkyScale builds, configures, and manages dedicated systems strategically located in maximum-security...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, will discuss how by using...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
The session is centered around the tracing of systems on cloud using technologies like ebpf. The goal is to talk about what this technology is all about and what purpose it serves. In his session at 21st Cloud Expo, Shashank Jain, Development Architect at SAP, will touch upon concepts of observability in the cloud and also some of the challenges we have. Generally most cloud-based monitoring tools capture details at a very granular level. To troubleshoot problems this might not be good enough.