(CUU.V) Mar. 14, 2019 – Copper Fox Metals Inc. intends to complete, subject to the approval of the TSX Venture Exchange, a non-brokered private placement to raise up to $1.5 million in gross proceeds. The offering will consist of up to 13,636,364 units at a price of $0.11 per unit.

Each unit will consist of one common share in the capital of the company and half of one share-purchase warrant. Each whole warrant will entitle the holder to purchase one common share for an exercise price of $0.13 during the first 12-month period after the closing of the offering and $0.15 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 $0.20, the expiry date of the warrants will be accelerated to a date that is 30 days after the first date such a threshold is met.

Copper Fox is making the offering available to subscribers under a number of available prospectus exemptions, including the accredited investor exemption, family and close personal friends and business associates of directors and officers of the company. The offering is also available to all existing shareholders of Copper Fox who, as of the close of business on Mar. 13, held shares (and who continue to hold such shares as of the closing date) in accordance with the provisions of the existing securityholder exemption contained in the various corresponding blanket orders and rules of participating jurisdictions.

The company advises that there are conditions and restrictions when subscribers are relying upon the existing securityholder exemption, including, among other criteria: the subscriber must be a shareholder of the company on the record date (and still be a shareholder); be purchasing the units as a principal for their own account and not for any other party; and may not purchase more than $15,000 value of securities from the company in any 12-month period.

There is an exception to the $15,000 subscription limit. In the event that a subscriber wishes to purchase more than a $15,000 value of securities, then they may do so provided that the subscriber received suitability advice from a registered investment dealer, and, in this case, subscribers will be asked to confirm the registered investment dealer’s identity and employer. Subscribers purchasing units using the existing securityholder exemption will need to represent in writing that they meet the requirements of the existing securityholder exemption. There is no minimum subscription amount. As the existing securityholder exemption contains certain restrictions and is only available in certain jurisdictions in Canada, others that do not qualify under that exemption may qualify to participate under other prospectus exemptions, such as the accredited investor exemption.

Subscriptions will be accepted by the company on a first-come, first-served basis. Therefore, if the offering is over-subscribed it is possible that a shareholder’s subscription may not be accepted by the company. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.

The offering is expected to close by Apr. 26. 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 for ongoing activities and general corporate purposes of the company.

The offering may include one or more subscriptions by insiders 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) for a minimum of 8,182,000 units.

Subscriptions completed by insiders in the offering, including the subscription by 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 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 percent of the company’s market capitalization.

Copper Fox is a Canadian resource company listed on the TSX Venture Exchange focused on copper exploration and development in Canada and the United States. The principal assets of Copper Fox and its wholly owned Canadian and United States subsidiaries, being Northern Fox Copper Inc. and Desert Fox Copper Inc., are the 25 percent interest in the Schaft Creek joint venture with Teck Resources Limited on the Schaft Creek copper-gold-molybdenum-silver project located in northwestern British Columbia, and a 100 percent ownership of the Van Dyke oxide copper project located in Miami, Arizona.

Disclaimer: ALWAYS DO YOUR OWN RESEARCH and consult with a licensed investment professional before making an investment. This communication should not be used as a basis for making any investment.

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