Mr. Elmer Stewart reports
COPPER FOX ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Copper Fox Metals Inc. has closed its previously announced non-brokered private placement for a total of 5,116,000 units at a price of 22 cents per unit for aggregate gross proceeds of $1,125,520.
Each unit consisted of one common share in the capital of the company and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share for a two-year term, for an exercise price of 26 cents during the first 12-month period after the closing of the offering and 32 cents during the subsequent 12-month period after the closing of the offering. In the event that the 15-day volume weighted average price of the common shares listed on the TSX Venture Exchange is above 30 cents in the first 12-month period after the closing of the offering or 35 cents during the subsequent 12-month period, the expiry date of the warrants may be accelerated, in whole or in part, at the discretion of the company, to any date or dates, as the case may be, that is 30 days after the first date such threshold is met.
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 the offering. The net proceeds raised from the offering will be used to continue exploration and development activities on Copper Fox's 100-per-cent-owned Van Dyke, Eaglehead, Mineral Mountain and Sombrero Butte projects, working capital, and general corporate and administrative purposes of the company.
The offering included subscriptions by four insiders of the company totalling 3.42 million units. Ernesto Echavarria, a director, insider and a control person of the company (as defined by the policies of the TSX Venture Exchange), purchased 2.89 million units.
Subscriptions completed by insiders in the offering, including the subscription by Mr. Echavarria, constituted a related party transaction under Policy 5.9 of the TSX Venture Exchange, which adopts Multilateral Instrument 61-101 as a policy of the TSX-V. In completing such transactions, Copper Fox relied on the applicable exemptions from the valuation requirement and minority securityholder 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 did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days prior to the completion of the offering, as the details of the related party participation were not determined at that time, allowing the company to complete the offering, which it considers reasonable under the circumstances.
About Copper Fox Metals Inc.
Copper Fox is a Tier 1 Canadian resource company focused on copper exploration and development in Canada and the United States. The principal assets of Copper Fox and its wholly owned subsidiaries, being Northern Fox Copper Inc. and Desert Fox Copper Inc., are the 100-per-cent ownership of the Van Dyke oxide copper project, located in Miami, Ariz., the 100-per-cent interest in the Mineral Mountain and Sombrero Butte porphyry copper exploration projects, located in Arizona, the 25-per-cent interest in the Schaft Creek joint venture with Teck Resources Ltd. on the Schaft Creek copper-gold-molybdenum-silver project, and the 100-per-cent-owned Eaglehead polymetallic porphyry copper project, each located in northwestern British Columbia.
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