|By Marketwired .||
|May 29, 2014 06:01 AM EDT||
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.
Carmax Mining Corp.
SYS-CON Events announced today that G2G3 will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based on a collective appreciation for user experience, design, and technology, G2G3 is uniquely qualified and motivated to redefine how organizations and people engage in an increasingly digital world.
Oct. 7, 2015 03:00 AM EDT Reads: 358
The cloud has reached mainstream IT. Those 18.7 million data centers out there (server closets to corporate data centers to colocation deployments) are moving to the cloud. In his session at 17th Cloud Expo, Achim Weiss, CEO & co-founder of ProfitBricks, will share how two companies – one in the U.S. and one in Germany – are achieving their goals with cloud infrastructure. More than a case study, he will share the details of how they prioritized their cloud computing infrastructure deployments ...
Oct. 7, 2015 03:00 AM EDT Reads: 681
The modern software development landscape consists of best practices and tools that allow teams to deliver software in a near-continuous manner. By adopting a culture of automation, measurement and sharing, the time to ship code has been greatly reduced, allowing for shorter release cycles and quicker feedback from customers and users. Still, with all of these tools and methods, how can teams stay on top of what is taking place across their infrastructure and codebase? Hopping between services a...
Oct. 7, 2015 03:00 AM EDT Reads: 384
NHK, Japan Broadcasting will feature upcoming @ThingsExpo Silicon Valley in a special IoT documentary which will be filmed on the expo floor November 3 to 5, 2015 in Santa Clara. NHK is the sole public TV network in Japan equivalent to BBC in UK and the largest in Asia with many award winning science and technology programs. Japanese TV is producing a documentary about IoT and Smart technology covering @ThingsExpo Silicon Valley. The program will be aired during the highest viewership season of ...
Oct. 7, 2015 02:45 AM EDT
Interested in leveraging automation technologies and a cloud architecture to make developers more productive? Learn how PaaS can benefit your organization to help you streamline your application development, allow you to use existing infrastructure and improve operational efficiencies. Begin charting your path to PaaS with OpenShift Enterprise.
Oct. 7, 2015 02:00 AM EDT Reads: 505
Recently announced Azure Data Lake addresses the big data 3V challenges; volume, velocity and variety. It is one more storage feature in addition to blobs and SQL Azure database. Azure Data Lake (should have been Azure Data Ocean IMHO) is really omnipotent. Just look at the key capabilities of Azure Data Lake:
Oct. 7, 2015 02:00 AM EDT Reads: 246
Decisions about budgets and resources are often made without IT even having a seat at the table. As technologist we understand the value of DevOps - but do your business counterparts? If they don't, your DevOps initiatives could lose funding before they start. In her session at DevOps Summit, Jeanne Morain, Strategist / Author at iSpeak Cloud, LLC, will provide insights on how to bridge the gap between business and technology leaders. Attendees will learn prescriptive guidance on balancing wor...
Oct. 7, 2015 02:00 AM EDT Reads: 583
SYS-CON Events announced today that Luxoft Holding, Inc., a leading provider of software development services and innovative IT solutions, has been named “Bronze Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Luxoft’s software development services consist of core and mission-critical custom software development and support, product engineering and testing, and technology consulting.
Oct. 7, 2015 01:15 AM EDT Reads: 505
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of at least three separate application components: the software embedded in the device, the backend big-data service, and the mobile application for the end user's controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/...
Oct. 7, 2015 12:45 AM EDT Reads: 123
Data loss happens, even in the cloud. In fact, if your company has adopted a cloud application in the past three years, data loss has probably happened, whether you know it or not. In his session at 17th Cloud Expo, Bryan Forrester, Senior Vice President of Sales at eFolder, will present how common and costly cloud application data loss is and what measures you can take to protect your organization from data loss.
Oct. 7, 2015 12:00 AM EDT Reads: 502
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
Oct. 6, 2015 10:00 PM EDT Reads: 659
In his session at @ThingsExpo, Tony Shan, Chief Architect at CTS, will explore the synergy of Big Data and IoT. First he will take a closer look at the Internet of Things and Big Data individually, in terms of what, which, why, where, when, who, how and how much. Then he will explore the relationship between IoT and Big Data. Specifically, he will drill down to how the 4Vs aspects intersect with IoT: Volume, Variety, Velocity and Value. In turn, Tony will analyze how the key components of IoT ...
Oct. 6, 2015 08:00 PM EDT Reads: 313
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT’s direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Buildi...
Oct. 6, 2015 05:00 PM EDT Reads: 256
SYS-CON Events announced today that Cloud Raxak has been named “Media & Session Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Raxak Protect automates security compliance across private and public clouds. Using the SaaS tool or managed service, developers can deploy cloud apps quickly, cost-effectively, and without error.
Oct. 6, 2015 04:40 PM EDT Reads: 111
As-a-service models offer huge opportunities, but also complicate security. It may seem that the easiest way to migrate to a new architectural model is to let others, experts in their field, do the work. This has given rise to many as-a-service models throughout the industry and across the entire technology stack, from software to infrastructure. While this has unlocked huge opportunities to accelerate the deployment of new capabilities or increase economic efficiencies within an organization, i...
Oct. 6, 2015 03:00 PM EDT Reads: 125