Copper Fox Metals arranges $1-million private placement

2016-06-10 06:57 ET - News Release

Mr. Elmer Stewart reports

COPPER FOX ANNOUNCES A $1,000,000 NON-BROKERED PRIVATE PLACEMENT AND THE CLOSING OF THE INITIAL TRANCHE OF $150,000

Copper Fox Metals Inc. intends to complete a non-brokered private placement which will raise up to $1-million in gross proceeds. The offering will consist of up to 8,333,333 units at a price of 12 cents per unit. Each unit will consist of one common share in the capital of the company and one whole common share purchase warrant. Each warrant will entitle the holder to purchase one common share for an exercise price of 15 cents during the first 12-month period after the closing of the offering and 17 cents 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 30 cents, 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 1.25 million units at a price of 12 cents 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 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 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 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 will not exceed 25 per cent of the company's market capitalization.

The company agreed to pay a finder's fee payable in cash to Secutor Capital Management Corp. at closing equal to 5 per cent 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 continuing activities and general corporate purposes of the company.

The offering remains subject to the final approval of the TSX Venture Exchange.

We seek Safe Harbor.

© 2016 Canjex Pub