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Copper Fox invests $1.5-million in Carmax Mining

2016-01-12 16:10 ET - News Release

Mr. Elmer Stewart reports

COPPER FOX COMPLETES FLOW-THROUGH INVESTMENT IN CARMAX MINING CORP.

Copper Fox Metals Inc. has, through its wholly owned subsidiary Northern Fox Copper Inc., closed a previously announced non-brokered private placement in Carmax Mining Corp., pursuant to which Copper Fox has indirectly acquired an additional 30 million common shares of Carmax on a flow-through basis at a price of five cents per flow-through share for an aggregate subscription price of $1.5-million.

The flow-through proceeds raised in the Carmax Private Placement will be used by Carmax to fund its anticipated expenses to be incurred in its 2016 exploration program on its copper-gold molybdenum Eaglehead property located in the Dease Lake area of the Liard Mining Division of the Province of British Columbia.

Immediately prior to the completion of the Carmax Private Placement: a. Copper Fox had beneficial ownership and control, through Northern Fox, of 36,566,528 common shares (the "Existing Shares") of Carmax, or approximately 50.97% of Carmax's then issued and outstanding common shares on an undiluted basis; b. Copper Fox also had beneficial ownership and control, through Northern Fox, of 36,566,528 common share purchase warrants (the "Existing Warrants") of Carmax; and c. the Exiting Warrants together with the Existing Shares represented approximately 60.33% of the then issued and outstanding Shares of Carmax, calculated on a fully-diluted basis.

After the completion of the Carmax Private Placement, Copper Fox now beneficially owns and controls, through Northern Fox, 66,566,528 common shares of Carmax, representing approximately 65.4% of the issued and outstanding common shares of Carmax on an undiluted basis, or 68.2% on a fully diluted basis presuming the exercise of the Existing Warrants and all other outstanding warrants and options of Carmax.

Mr. Stewart, President of Copper Fox stated, "The completion of this private placement yields a number of positive results for Copper Fox including; increasing its equity interest in Carmax, increases Copper Fox's metal inventory of copper, gold and molybdenum and provides funding to continue exploration of this project. Copper Fox is very pleased with the technical advances made at Eaglehead since its initial investment and, along with Carmax, are looking forward to commencing the 2016 program which is expected to get underway in early June."

All of the Carmax securities beneficially owned and controlled by Copper Fox are registered in the name of Northern Fox.

Copper Fox indirectly acquired the Flow-Through Shares for investment purposes. Depending on economic and financial conditions, Copper Fox may indirectly acquire further common shares of Carmax (through market or private transactions) from time to time for investment purposes.

Northern Fox relied on the minimum amount investment exemption in section 2.10 of National Instrument 45-106 - Prospectus and Registration Exemptions in acquiring the Flow-Through Shares under the Carmax Private Placement.

The Carmax Private Placement constitutes 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. Copper Fox relied on the exemption from the application of MI 61-101 provided for in Section 5.1(g) of MI 61-101 (downstream transactions). In addition, Carmax relied on the exemptions from the valuation requirement and minority security holder approval requirement in Sections 5.5(c) (distribution of securities for cash) and 5.7(b) (fair market value not more than $2,500,000) of MI 61-101, respectively.

The Carmax Private Placement remains subject to the final approval of the TSX Venture Exchange.

We seek Safe Harbor.

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