Click here to close now.


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

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 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 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.

Carmax Mining Corp.
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
The Internet of Things is clearly many things: data collection and analytics, wearables, Smart Grids and Smart Cities, the Industrial Internet, and more. Cool platforms like Arduino, Raspberry Pi, Intel's Galileo and Edison, and a diverse world of sensors are making the IoT a great toy box for developers in all these areas. In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists discussed what things are the most important, which will have the most profound...
As organizations shift towards IT-as-a-service models, the need for managing & protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection & E-Discovery of your data - whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise.
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Day 2 Keynote at 17th Cloud Expo, San...
PubNub has announced the release of BLOCKS, a set of customizable microservices that give developers a simple way to add code and deploy features for realtime apps.PubNub BLOCKS executes business logic directly on the data streaming through PubNub’s network without splitting it off to an intermediary server controlled by the customer. This revolutionary approach streamlines app development, reduces endpoint-to-endpoint latency, and allows apps to better leverage the enormous scalability of PubNu...
Apps and devices shouldn't stop working when there's limited or no network connectivity. Learn how to bring data stored in a cloud database to the edge of the network (and back again) whenever an Internet connection is available. In his session at 17th Cloud Expo, Ben Perlmutter, a Sales Engineer with IBM Cloudant, demonstrated techniques for replicating cloud databases with devices in order to build offline-first mobile or Internet of Things (IoT) apps that can provide a better, faster user e...
SYS-CON Events announced today that Catchpoint, a global leader in monitoring, and testing the performance of online applications, has been named "Silver Sponsor" of DevOps Summit New York, which will take place on June 7-9, 2016 at the Javits Center in New York City. Catchpoint radically transforms the way businesses manage, monitor, and test the performance of online applications. Truly understand and improve user experience with clear visibility into complex, distributed online systems.Founde...
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
I recently attended and was a speaker at the 4th International Internet of @ThingsExpo at the Santa Clara Convention Center. I also had the opportunity to attend this event last year and I wrote a blog from that show talking about how the “Enterprise Impact of IoT” was a key theme of last year’s show. I was curious to see if the same theme would still resonate 365 days later and what, if any, changes I would see in the content presented.
The revocation of Safe Harbor has radically affected data sovereignty strategy in the cloud. In his session at 17th Cloud Expo, Jeff Miller, Product Management at Cavirin Systems, discussed how to assess these changes across your own cloud strategy, and how you can mitigate risks previously covered under the agreement.
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company In the past, he was co-founder of social-trading platform Currensee, which...
Countless business models have spawned from the IaaS industry – resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his general session at 17th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, an IBM Company, broke down what we have to work with, discussed the benefits and pitfalls and how we can best use them ...
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.