"bend over I know you like it... " Elmer B. Stewart:
Carmax holder Northern Fox to raise interest to 50.97%
Carmax Mining Corp (C:CXM)
Shares Issued 60,742,525
Last Close 4/28/2015 $0.04
Thursday April 30 2015 - News Release
Also Copper Fox Metals Inc (C:CUU) News Release
Mr. Jevin Werbes of Carmax reports
CARMAX MINING CORP. ANNOUNCES COPPER FOX METALS INC. TO SUBSCRIBE FOR 11,000,000 UNITS IN NON-BROKERED PRIVATE PLACEMENT
Northern Fox Copper Inc., a wholly owned subsidiary of Copper Fox Metals Inc., has exercised its pre-emptive right to purchase an additional 11 million units of Carmax Mining Corp. at a price of five cents per unit for proceeds in the aggregate of $550,000, thereby enabling Northern Fox to increase its equity interest in and to Carmax's capital stock to 50.97 per cent on an undiluted basis.
The pre-emptive right as exercised is a right extended to Copper Fox under a letter agreement dated March 17, 2014 as assigned to its wholly owned subsidiary Northern Fox.
Each unit consists of one share and one common share purchase warrant which allows the holder to purchase one additional share of the Company's capital stock at a price of $0.075 per share for each warrant held with the warrants expiring two years from the date of the closing of the private placement.
No finder's fee or commission is applicable with this subscription.
The proceeds of the private placement will be used by the Company to fund the continued exploration of the Company's Eaglehead copper project located in the Liard Mining Division of the Province of British Columbia.
The private placement subscription by Northern Fox constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Carmax is relying on the exemptions contained in sections 5.5(a) and section 5.7(1)(a) as the fair market value of the participation in the private placement by Northern Fox does not exceed 25 per cent of the market capitalization of Carmax, as determined in accordance with MI 61-101. Carmax's board of directors carefully reviewed and unanimously approved the private placement subscription by Northern Fox.
The private placement is subject to TSX Venture Exchange approval.
Annual General Meeting
The decision to exercise the pre-emptive right follows today's Annual General Meeting at which two members of the Board of Copper Fox were also appointed to the Board of Directors of Carmax.
The following are the voting results of the Annual General Meeting:
A total of 27,865,728 common voting shares representing 45.88% of Carmax's issued and outstanding shares were voted in connection with the meeting. Shareholders voted in favour of all items of business, including election of each director's nominee as follows:
---------------------------------------------------------------------------- Percentage of Number of Shares Votes Cast ---------------------------------------------------------------------------- Withheld/ Withheld/ For Against Abstain For Against Abstain ---------------------------------------------------------------------------- Number of Directors 27,845,428 20,300 0 99.93% 0.07% 0.00% ---------------------------------------------------------------------------- Jevin Werbes 27,845,428 0 20,300 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- Jeff Poloni 27,845,728 0 20,000 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- Elmer B. Stewart 27,845,728 0 20,000 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- Chris M. Healey 27,845,728 0 20,000 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- J. Michael Smith 27,845,728 0 20,000 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- Hrayr Agnerian 27,845,728 0 20,000 99.93% 0.00% 0.07% ---------------------------------------------------------------------------- The voting results from all other resolutions provided for in the Information Circular were filed today with the Canadian Securities Regulatory Authorities at www.sedar.com
Following the Annual General Meeting at the first meeting of directors, the following were appointed officers of Carmax:
Elmer B. Stewart: Chairman of the Board Jevin Werbes: President and CEO Jeff Poloni: Vice-President Exploration Judy A. McCall: Corporate Secretary Matthew Wright: CFO Stock Options
Following the Annual General Meeting, the Company granted options on 850,000 shares exercisable of a price of $0.05 for a period of 5 years from the date of grant.
© 2015 Canjex Publishing Ltd.
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