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CXM

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0.00 (0.00%)
Share Name Share Symbol Market Type
TSXV:CXM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Carmax Closes First Tranche of Private Placement

29/05/2014 11:00am

Marketwired Canada


Carmax Mining Corp. ("Carmax") (TSX VENTURE:CXM) is pleased to announce that it
has closed the first tranche of a private placement of 20,000,000 units to
1001195 B.C. Ltd. ("1001195"), a wholly owned subsidiary of Copper Fox Metals
Inc. ("Copper Fox") created specifically for the purpose of holding Copper Fox's
interests in Carmax as those interests will evolve in a future relationship
established for the purpose of developing Carmax's Eaglehead Property located in
the Dease Lake Area of the Province of British Columbia. The second tranche
consisting of the non-brokered placement of an additional 4,000,000 units to
other unrelated subscribers is expected to close in the first week of June.


Each unit being placed by Carmax will consist of one common share and one common
share purchase warrant of Carmax with each common share purchase warrant
providing the holder with the right to purchase, for a period of two years
following the date of closing, one additional common share of Carmax at a price
of $0.075 per share, subject to the terms and conditions set forth in the
warrant certificate. The 20,000,000 units issued to Copper Fox's subsidiary in
the first tranche closing have been issued subject to a four month hold period
expiring September 29, 2014.


Copper Fox's indirect purchase of shares in Carmax and the creation of a new
control block of shares under the direction and control of Copper Fox was
approved at Carmax's special meeting of shareholders held on May 22, 2014. By
virtue of the placement and the anticipated closing of the second tranche of the
placement, Copper Fox will own indirectly and exercise direction and control of
38.82% of the issued and outstanding shares of Carmax following the closing of
the 4,000,000 units second tranche non-brokered portion of the placement.


Copper Fox, through its aforementioned wholly owned subsidiary, entered into a
subscription agreement (the "Subscription Agreement") with Carmax to acquire the
Units, and such Subscription Agreement contained representations, warranties and
covenants of the respective parties that are standard and customary in
agreements of this nature, including representations that allow reliance on
applicable Canadian private placement prospectus exemptions. Moreover, pursuant
to the Subscription Agreement Carmax granted Copper Fox certain rights,
including, but not limited to: 




--  the right to nominate two members to the Board of Carmax at each annual
    meeting of Carmax's shareholders; 
--  the pre-emptive right to participate in any equity financing of Carmax,
    so as to maintain its pro rata percentage shareholding in Carmax; and 
--  the right to make top-up investments in Carmax, by way of future private
    placements, so as to maintain its pro rata percentage shareholding in
    Carmax.



The aforementioned rights are, however, subject to Copper Fox and its affiliates
maintaining ownership of 20% of Carmax's issued and outstanding common shares. 


The private placement was originally announced as a private placement with
Desert Fox Copper Inc. ("Desert Fox"), a separate wholly owned subsidiary of
Copper Fox. The subscription agreement assigned by Desert Fox was assigned to
1001195, the new subsidiary of Copper Fox with the consent of Carmax and the
Exchange.


Concurrently with the Closing, Elmer B. Stewart, the current President of Copper
Fox was appointed a director of Carmax.

Copper Fox is a Canadian resource development company listed on the TSX Venture
Exchange (TSX VENTURE:CUU) with offices in Calgary, Alberta and Miami, Arizona.
Copper Fox holds a 25% interest in the Schaft Creek Joint Venture with Teck
Resources Limited in relation to the Schaft Creek project in northwestern
British Columbia. In addition to its 25% interest in the Schaft Creek Joint
Venture, Copper Fox holds, through Desert Fox and its wholly-owned subsidiaries,
the Sombrero Butte copper project in the Bunker Hill Mining District, Arizona
and the Van Dyke oxide copper project in the Globe-Miami Mining District,
Arizona. Desert Fox opened an operations office in Miami, Arizona to advance the
work required on the Van Dyke copper project to a Preliminary Economic
Assessment. 


The proposed private placement announced by Carmax on April 10, 2014, previously
received conditional TSX Venture Exchange approval subject to, among other
things, Carmax shareholder approval for the transaction, which has now been
obtained. 


On behalf of the Board of Directors

Jevin Werbes, President and CEO

Carmax Mining Corp.

For further information, please visit the website www.sedar.com to view the
Company's profile or contact Carmax at 604-921-1810.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.


This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of the securities described herein in the United States. The
securities described in this news release have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such
registration is available. This news release is not for distribution in the
United States or over United States newswires.


Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of
Canadian securities laws. Forward-looking information in this news release
includes statements about the completion of the private placement.


In connection with the forward-looking information contained in this news
release, Carmax has made numerous assumptions. While Carmax considers these
assumptions to be reasonable, these assumptions are inherently subject to
significant uncertainties and contingencies. Additionally, there are known and
unknown risk factors which could cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking information contained
herein. Known risk factors include, among others: the private placement by
Desert Fox in Carmax may not close as complete as currently anticipated; the
actual mineralization in the Eaglehead property deposit may not be as favorable
as suggested by the resource estimate; the possibility that future drilling and
geophysical exploration on the Eaglehead property may not occur on a timely
basis, or at all; fluctuations in copper and other commodity prices and currency
exchange rates; uncertainties relating to interpretation of drill results and
the geology, continuity and grade of the mineral deposit; uncertainty of
estimates of capital and operating costs, recovery rates, and estimated economic
return; the need to obtain additional financing to develop properties and
uncertainty as to the availability and terms of future financing; the
possibility of delay in exploration or development programs or in construction
projects and uncertainty of meeting anticipated program milestones; and
uncertainty as to timely availability of permits and other governmental
approvals.


A more complete discussion of the risks and uncertainties facing Carmax is
disclosed in Carmax's continuous disclosure filings with Canadian securities
regulatory authorities at www.sedar.com. All forward-looking information herein
is qualified in its entirety by this cautionary statement, and Carmax disclaims
any obligation to revise or update any such forward-looking information or to
publicly announce the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or developments,
except as required by law.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Carmax Mining Corp.
604-921-1810
604-921-1898 (FAX)

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