Copper Fox Closes Carmax Investment
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 29, 2014) -
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.
Investor line1-866-913-1910or Lynn Ball at1-604-689-5080
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