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Copper Fox Metals Inc (C-COF) - News Release
Copper Fox to acquire copper option as QT
2004-09-08 16:52 ET - News Release
Shares issued 6,000,000
Mr. Guillermo Salazar reports
Copper Fox Metals Inc. has entered into a share acquisition letter agreement dated Aug. 3, 2004, with 955528 Alberta Ltd. for the acquisition of 100 per cent of the issued and outstanding shares of 955528.
Pursuant to the share acquisition agreement the corporation will acquire all of the issued and outstanding shares of 955528 for the following consideration:
by issuance of a non-refundable $25,000 deposit;
by the issuance of 12,767,700 common shares of the corporation to 955528 at a deemed price of 20 cents per common share; and
by the further issuance of one warrant for every five common shares issued by Copper Fox to the vendors, entitling the warrantholder to acquire one common share of Copper Fox at a price of 50 cents per share, exercisable for a period of two years.
The corporation is a capital pool company and intends, subject to shareholder approval, to make the acquisition of 955528 its qualifying transaction, as such term is defined by the policies of the TSX Venture Exchange. The qualifying transaction will be constituted as a non-arm's-length qualifying transaction and will result in the corporation being a mining exploration company.
In conjunction with the qualifying transaction, the corporation will be completing an equity financing, with terms and offering price to be determined. It is contemplated that the equity financing will be offered by brokers in the provinces of Alberta and British Columbia pursuant to appropriate prospectus exemptions, for a minimum of $300,000 (or such other amount as may be required by the corporation to meet the minimum listing requirements of the exchange for a mining issuer).
955528 Alberta Ltd.
955528 Alberta Ltd. is a privately owned exploration company set up to acquire interests in mining properties through options, acquisition and exploration. 955528 acquired an option from Teck Cominco Ltd., pursuant to an option agreement dated Jan. 1, 2002, and related underlying agreements, to acquire a maximum of 93.4 per cent, consisting of a direct (70-per-cent) and an indirect (23.4-per-cent) interest in the Schaft Creek porphyry copper property in British Columbia by incurring expenditures of $5-million prior to Dec. 31, 2006, total expenditures of $15-million prior to Dec. 31, 2011, and completing a positive feasibility study on the property (provided that if the positive feasibility study is complete prior to incurring the $15-million in expenditures the interest will have been earned without further required expenditures). The property would then be subject to a back-in provision allowing Teck Cominco the right to buy back up to 75 per cent of 955528's position in the project and if Teck Cominco does not exercise its back-in right, or 955528 terminates its rights to earn the indirect holding, Teck Cominco shall receive either a 1-per-cent royalty or $1-million in shares of the public company to which the agreement has been assigned, at Teck Cominco's election. If Teck Cominco wishes to exercise its back-in right it may earn a 20-per-cent interest by matching 955528's expenditures, a 40-per-cent interest by incurring three times expenditures, or a 75-per-cent interest by incurring four times expenditures and arranging all production financing. 955528 is a non-arm's-length party to the corporation. Guillermo Salazar, Charles Agar and J. Michael Smith, directors and officers of the corporation, are also directors and officers of 955528, and collectively beneficially own 35.8 per cent of the issued and outstanding common shares of 955528. The balance of the share capital of 955528 is beneficially owned by 32 shareholders who are arm's-length parties to the corporation.
As at the year ended Oct. 31, 2003 (audited), 955528 had working capital of $13,934, expenditures on its sole mineral property totalling $161,526 and no long-term debt. As at the nine-month period ended July 31, 2004 (unaudited), 955528 had working capital of $96,268, mineral property expenditures totalling $278,523 and no long-term debt.
Shaft Creek property
955528 commissioned the report entitled "Summary Report -- Status and Resource Estimate Schaft Creek Property, Northwestern British Columbia" dated June 30, 2003, as amended May 20, 2004, prepared by qualified persons (as defined in National Instrument 43-101) Gary H. Giroux, PEng, MSc, and Erik A. Ostensoe, PGeo. When the original report was completed, both qualified persons were independent of 955528. On Oct. 30, 2003, Mr. Ostensoe acquired 50,000 shares of 955528 at a price of 10 cents per share in a private placement transaction. The report is presently being updated and revised to include current work which has been completed by 955528 on the Schaft Creek property this summer, and to ensure compliance with National Instrument 43-101.
Insiders and board of directors of the corporation
Elmer B. Stewart, PGeol, MSc -- chairman of the board and director
Mr. Stewart, age 52, has been a private consultant since November, 2000. He has held or holds various executive and board positions in the following companies: Eurasia Gold Corp., Kelman Technologies Inc., Capilano International Inc., Alhambra Resources Ltd., Boxxer Gold Corp., Solid Resources Ltd., Trio Gold Corp. and Sport Active Inc. Mr. Stewart received a bachelor of science (geology) degree in 1974 from Acadia University and a master of science (geology) degree in 1978 from Acadia University. Mr. Stewart was granted the designation PGeol by APEGGA in November, 1983.
Guillermo Salazar, PGeol, MA -- president, chief executive officer and director
Mr. Salazar, age 59, has been a self-employed consultant in Calgary, Alta., since January, 1980. Mr. Salazar was chairman of the board, president and a director of Volcanic Metals Exploration Inc. (formerly OroGrande Resources Inc.). Mr. Salazar received an engineering degree in mining at the University Nac. De Ingenieria, Lima, Peru, and an MA (Econ Geol) from Harvard University in Cambridge, Mass. Mr. Salazar was granted the designations PEng and PGeol by APEGG of British Columbia in June, 1976, and the designation PGeol by APEGGA in February, 1979.
Charles F. Agar, PEng -- chief financial officer and director
Mr. Agar, age 75, is semi-retired and is a self-employed consultant in Calgary, Alta., from May, 1988, to present. Mr. Agar has been a director of Shear Minerals Ltd. since December, 1997, Stratabound Minerals Corp. from June, 1995, to December, 2001, Destination Resorts Inc. from January, 1997, to December, 1999, and Three Sisters Resorts Ltd. from June, 1991, to January, 1997, when it was a private company and remained a director until December, 1999, after Three Sisters became a wholly owned subsidiary of Destination Resorts. Mr. Agar received his bachelor of science degree in geological engineering on May 9, 1952, from the University of Saskatchewan. Mr. Agar was granted the designation PEng by APEGGA in May, 1967.
J. Michael Smith -- secretary-treasurer and director
Mr. Smith, age 59, has been retired since 1999. Prior to 1999, Mr. Smith was the area manager for the Royal Bank in Edmonton, Alta., from May, 1991, to October, 1999. Mr. Smith has been a member of the FICB, a federal institute of Canadian bankers, since May, 1970.
David E. Mullen -- director
Mr. Mullen, age 43, is currently the vice-president of Mullen Trucking Inc., Aldersyde, Alta., and has been with Mullen Trucking Inc. in various capacities since December, 1979. Mullen Trucking Inc. is a wholly owned subsidiary of Mullen Transportation Inc., of which Mr. Mullen has been senior vice-president and a director since 1986. Mr. Mullen has also been a director of Shear Minerals Ltd. since May, 2000. Mr. Mullen graduated from Dr. E.P. Scarlett High School in Calgary, Alta., in 1978.
Dr. Adrian G. Mann, PhD, PGeol -- director
Dr. Mann, age 59, has been self-employed as the owner of Ruthrie Enterprises Ltd., a private mineral exploration and mine development company in Calgary, Alta., since October, 1989. He has held or holds various executive and board positions in the following companies: Planet Exploration Inc., Albury Resources, Corsair Exploration Inc., Contact Exploration Inc., Uniglobe Ventures Inc. and Odessa Industries. Dr. Mann obtained a BSc degree in 1965 and a BSc Hons degree in 1966 from the University of London (UCRN) in Harare, Zimbabwe. Dr. Mann received a PhD in 1972 from the University of London, London, U.K., and an MBA degree in 1985 from the University of Witwatersrand, Johannesburg, South Africa. Dr. Mann was granted the designation PGeol by APEGGA in 1995.
The corporation has applied for and received from the exchange an exemption from the requirement to obtain a sponsor pursuant to TSX Venture Exchange Policy 2.2.
Completion of the transaction is subject to a number of conditions, including but not limited to, exchange acceptance and majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. |
