CUU Copper Fox Metals Inc

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Investor line
1-866-913-1910
or Lynn Ball at
1-604-689-5080

Copper Fox Metals (TSXV:CUU)
Historical Stock Chart
From Apr 2024 to May 2024

Copper Fox Metals (TSXV:CUU)
Historical Stock Chart
From May 2023 to May 2024