|By Marketwired .||
|May 29, 2014 06:01 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/29/14 -- Copper Fox Metals Inc. ("Copper Fox" or the "Company") (TSX VENTURE: CUU) is pleased to announce that it has, through a wholly owned subsidiary, closed a previously announced non-brokered private placement (the "Private Placement") in Carmax Mining Corp. ("Carmax") (TSX VENTURE: CXM) pursuant to which Copper Fox has indirectly acquired 20,000,000 units of Carmax for an aggregate subscription price of $1 million. Units (each a "Unit") were subscribed for at a price of $0.05 per Unit and consisted of one previously unissued common share ("Share") and one common share purchase warrant ("Warrant") of Carmax. Each Warrant is exercisable for a period of 24 months from the closing date of the Private Placement and entitles the holder, on exercise, to purchase one additional common share of Carmax at a price of $0.075 per share.
Carmax is in the process of completing a further private placement for an aggregate of 4,000,000 Units with investors other than Copper Fox (the "Second Placement") which is expected to close in the first week of June.
Prior to the completion of the Private Placement, Copper Fox and its subsidiaries held no common shares or other securities of Carmax. After giving effect to the acquisition of the Units, Copper Fox beneficially owns and controls 20,000,000 Shares of Carmax, representing approximately 42% of the issued and outstanding common shares of Carmax on an undiluted basis as at the date hereof (based on a total of 47,515,997 common shares of Carmax issued and outstanding with no effect being given to the Second Placement). Copper Fox also holds Warrants issued pursuant to the Private Placement which entitle Copper Fox to indirectly acquire an additional 20,000,000 common shares of Carmax, which together with the above noted Shares represent approximately 59% of the issued and outstanding common shares of Carmax, calculated on a partially-diluted basis assuming the exercise of all Warrants issued pursuant to the Private Placement held by Copper Fox, but with no effect being given to the Second 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.
Pursuant to the Subscription Agreement, Carmax has agreed to use the proceeds of the Private Placement to carry out a field program on its Eaglehead property this summer. Please refer to our previous new release dated April 10, 2014 for more information on the Eaglehead property.
Copper Fox acquired the Units for investment purposes. Depending on economic and financial conditions, Copper Fox may acquire further common shares of Carmax (through market or private transactions) from time to time for investment purposes.
Upon the closing of the Private Placement, Elmer Stewart was appointed to the Board of Caramx.
Elmer B. Stewart, President and CEO of Copper Fox stated, "We are looking forward to working with Carmax to advance the exploration and develop the potential of the Eaglehead property. This investment provides Copper Fox significant exposure to a large, advanced copper-molybdenum-gold-silver property in northern British Columbia. This investment follows our strategy to locate, explore and add value through the exploration and development of large copper deposits located in North America."
About Copper Fox
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. In addition to Copper Fox's 25% interest in the Schaft Creek Joint Venture, Copper Fox holds, through Desert Fox Copper Inc. (a wholly owned subsidiary of Copper 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 Copper Inc. has opened an operations office in Miami, Arizona to advance the work required on the Van Dyke copper project to a Preliminary Economic Assessment. For further information on these projects, please refer to the Company's website at www.copperfoxmetals.com.
This news release is being issued pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") of the Canadian Securities Administrators. A copy of the report filed by Copper Fox in connection with the Private Placement will be available on Carmax's SEDAR profile and can be directly obtained from Copper Fox by contacting Copper Fox at the below numbers, in each case, within two days after the date hereof.
On behalf of the Board of Directors Elmer B. Stewart President and Chief Executive Officer
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.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the Canadian securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "budgets", "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release includes, but is not limited to: the rights of Copper Fox to purchase additional common shares under pursuant to the Warrants; the timing of the completion of the Second Placement; the nature of certain nomination and anti-dilution rights granted by Carmax to Desert Fox in connection with its investment in Carmax and the conditionality of such rights; the possibility that Copper Fox may acquire additional common shares of Carmax for investment purposes; the use of the proceeds of the Private Placement to fund exploration on the Eaglehead property; Copper Fox's intention to work with Carmax to advance the exploration and development of the Eaglehead property; and the filing and availability of the report to be filed in association with this news release pursuant to NI 62-103.
In connection with the forward-looking information contained in this news release, Copper Fox has made numerous assumptions. While Copper Fox 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 Second Placement may not complete; the actual mineralization in the Eaglehead property deposit may not be as favorable as suggested by resource estimates; 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 Copper Fox is disclosed in Copper Fox'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 Copper Fox 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.
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