CALGARY, ALBERTA–(Marketwired – June 10, 2016) – Copper Fox Metals Inc. (“Copper Fox” or the “Company”) (TSX VENTURE:CUU)(OTC PINK:CPFXF) is pleased to announce that it intends to complete a non-brokered private placement which will raise up to $1,000,000 in gross proceeds (the “Offering”). The Offering will consist of up to 8,333,333 units (each a “Unit”) at a price of $0.12 per Unit. Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one whole common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share for an exercise price of $0.15 during the first 12 month period after the closing of the Offering and $0.17 during the second 12 month period after the closing of the Offering. In the event that the 20-day volume weighted average price of the common shares listed on the TSX Venture Exchange is above $0.30, the expiry date of the Warrants will be accelerated to a date that is 30 days after the first date such threshold is met.
The initial tranche of the Offering closed on June 9, 2016 raising gross proceeds of $150,000 from the issuance and sale of 1,250,000 Units at a price of $0.12 per Unit.
The second and final tranche of the Offering is expected to close by the end of June, 2016.
The second tranche of the Offering may include one or more subscriptions by insiders and other existing shareholders of the Company, which will include a subscription by Mr. Ernesto Echavarria a director, insider and a control person of the Company (as defined by the policies of the TSX Venture Exchange) of up to 4,166,666 Units.
Subscriptions completed by insiders in the Offering, including the subscription by Mr. Echavarria, may constitute a “Related Party Transaction” under Policy 5.9 of the TSX Venture Exchange which adopts Multilateral Instrument 61-101 (“MI 61-101”) as a policy of the TSX Venture Exchange. In completing such transactions, Copper Fox intends to rely on the applicable exemptions from the valuation requirement and minority security holder approval requirements available under Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that the participation in the private placement by insiders will not exceed 25% of the Company’s market capitalization.
The Company agreed to pay a finder’s fee payable in cash to Secutor Capital Management Corp. (the “Finder”) at closing equal to 5% of the gross proceeds raised in the Offering from subscriptions made by persons introduced to the Company by the Finder. Accordingly, the Company paid an aggregate finder’s fee of $7,500 to the Finder upon the closing of the first tranche of the Offering.
In accordance with applicable securities legislation, securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of the completion of each respective tranche of the Offering.
The net proceeds raised from the Offering will be used for ongoing activities and general corporate purposes of the Company.
The Offering remains subject to the final approval of the TSX Venture Exchange.
About Copper Fox
Copper Fox is a Tier 1 Canadian resource company listed on the TSX Venture Exchange (TSX VENTURE:CUU) focused on copper in Canada and the United States with offices in Calgary, Alberta and Miami, Arizona, holding the following assets:
For further information on these projects, please refer to the Company’s website at www.copperfoxmetals.com.
On behalf of the Board of Directors
Elmer B. Stewart, President and Chief Executive Officer
Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) 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 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, without limitation, statements about: the expected size and terms of the Offering and the use of the proceeds therefrom; the anticipated closing time of the second tranche of the Offering; the payment of finder’s fees by Copper Fox in relation to the Offering; the expected subscription by one or more insiders, including Mr. Echavarria in the second tranche of the Offering; and the exemptions in MI 61-101 intended to be relied upon by Copper Fox in completing the second tranche of the Offering.
In connection with the forward-looking information contained in this news release, Copper Fox has made numerous assumptions. Additionally, there are known and unknown risk factors which could cause Copper Fox’s 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 the possibility that: final approval for the Offering will not be obtained from the TSX Venture Exchange; the Offering will not complete at the times or in the amounts expected, or at all; Mr. Echavarria will not subscribe for the number of Units currently expected, or at all; and the exemptions intended to be relied upon by Copper Fox under MI 61-101 in completing the second tranche of the Offering may not be available.
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.