Lions Gate Metals Inc. and Copper Fox Metals Inc. Announce Business Combination
February 27 2009 - 9:00AM
Marketwired
Lions Gate Metals Inc. ("Lions Gate") (TSX VENTURE: LGM) and Copper
Fox Metals ("Copper Fox") (TSX VENTURE: CUU) are pleased to
announce that they have entered into a binding letter of intent
("LOI") containing the principal terms by which, subject to
satisfaction of certain conditions, Lions Gate will acquire all of
the issued and outstanding common shares of Copper Fox through a
plan of arrangement or other form of business combination (the
"Business Combination").
The LOI contemplates that each Copper Fox shareholder will
receive 0.094 common shares of Lions Gate for every one common
share of Copper Fox. For every one common share issued by Lions
Gate to Copper Fox shareholders, they will also receive 0.5
warrants of Lions Gate. Each full warrant and payment of $2.00 will
entitle the holder to purchase an additional share of Lions Gate
for a period of five years. In addition, all outstanding
convertible securities of Copper Fox will be exchanged for
comparable convertible securities of Lions Gate in an amount and at
exercise prices adjusted in accordance with the same exchange
ratio.
The LOI contemplates that Lions Gate may complete a private
placement of up to 2,500,000 units of Copper Fox at $0.08 per unit
for proceeds to Copper Fox of up to $200,000. Each unit will be
comprised of one common share of Copper Fox and one share purchase
warrant, each such warrant entitling Lions Gate to purchase one
additional common share of Copper Fox at $0.08 per share for a
period of two years. The private placement is to be advanced in
tranches of $25,000 at the discretion of Lions Gate. The units will
be cancelled on closing of the Business Combination.
There are currently 112,501,585 Copper Fox common shares issued
and outstanding, 8,898,000 outstanding options to purchase Copper
Fox common shares and 15,921,404 Copper Fox common shares issuable
pursuant to outstanding share purchase warrants.
Copper Fox will be seeking agreements supporting the Business
Combination from the directors and officers of Copper Fox to vote
their shares in favour of the Business Combination.
The Business Combination will require the approval of Copper Fox
security holders and the TSX Venture Exchange, and will be subject
to other customary conditions, including the execution of a
definitive agreement and completion of due diligence. The Business
Combination is also subject to the successful negotiation of debt
settlement agreements with Copper Fox's creditors.
The LOI provides that Copper Fox shall not, directly or
indirectly, solicit, initiate or encourage letter of intent offers
from, or negotiations with, any third party with respect to any
other potential merger or acquisition of all or a material portion
of Copper Fox's business, assets or outstanding securities except
where required to satisfy fiduciary obligations of directors. Both
parties have agreed to pay non-completion fees under certain
circumstances. The transaction is expected to close by June 30,
2009.
Mark E. Hewett, President and Director of Lions Gate, stated, "I
am very pleased that Lions Gate has been able to execute this
binding LOI with Copper Fox. The successful completion of the
Business Combination will position the combined companies with two
very strong copper properties within B.C. This includes a very
prospective exploration stage copper property close to Houston B.C.
as well as a significant copper and gold project in northwestern
B.C. In addition, we are excited to include in our new management
team some very strong technical and financial personnel. This
Business Combination further strengthens our exploration and
development position in the copper industry, and allows us to
continue to build through further acquisitions while maintaining an
attractive capital structure."
Guillermo Salazar, President and CEO of Copper Fox, stated, "I
am delighted that Copper Fox has been able to enter into this
binding LOI with Lions Gate. This transaction will allow us to
advance and unlock the inherent value of our core assets including
the Schaft Creek deposit, solidify Copper Fox's financial position,
and leverage the combined asset base with a view to adding to the
shareholders' value. The synergies in focus of business and
management are apparent and we believe that they will strengthen
the combined entity's position in the copper sector."
Information on Lions Gate and Copper Fox may be viewed on the
internet at their respective websites noted below, or at the
Canadian securities regulator's website at www.sedar.com.
Cautionary Statements Regarding the Business Combination:
Completion of the transaction is subject to a number of conditions,
including regulatory approval, shareholder approvals, completion of
satisfactory due diligence, a definitive agreement and approval of
the British Columbia Supreme Court. There can be no assurance that
the transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the
transaction, any information released or received with respect to
the business combination may not be accurate or complete and should
not be relied upon. Trading in the securities of exploration and
development stage resource companies should be considered highly
speculative.
Forward-Looking Statements: Statements in this release that are
forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed under the
heading "Risk Factors" and elsewhere in the corporations' periodic
filings with Canadian Securities Regulators. Such information
contained herein represents management's best judgment as of the
date hereof based on information currently available. Statements in
this press release other than purely historical information,
including statements relating to the companies' future plans and
objectives or expected results, constitute forward-looking
statements. Forward looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties
inherent in the companies' business, including risks inherent in
mineral exploration and development. The companies do not assume
the obligation to update any forward-looking statement. In
particular, no representation is made in this release as to the
timing of the business combination, whether the business
combination will complete on the terms described herein or at all,
the success or value of the combined companies after the business
combination. In addition, there are numerous risks and other
factors that will influence a development decision, including
concluding resource evaluations on mineral properties, mine design
limitations, permitting risks and economic factors, all of which
may be beyond our control.
U.S. Cautionary Statements: We advise US investors that while
the terms "measured resources", "indicated resources" and "inferred
resources" are recognized and required by Canadian regulations, the
US Securities and Exchange Commission does not recognize these
terms. US investors are cautioned not to assume that any part or
all of the material in these categories will ever be converted into
reserves.
For further information on Lions Gate Metals and its projects
please visit our web site at www.Lionsgatemetals.com.
TSX Venture Exchange: The TSX Venture Exchange has not reviewed,
and does not accept, responsibility for the adequacy or accuracy of
this release.
Contacts: Lions Gate Metals Inc. Mark Hewett President &
Director (604) 683-7588 Lions Gate Metals Inc. Blair McIntyre
Business Development and Investor Relations (604) 683-7588 (604)
683-7589 (FAX) Email: info@LionsGateMetals.com Website:
www.lionsgatemetals.com Copper Fox Metals Inc. Guillermo Salazar
President & CEO (403) 264-2820 Website:
www.copperfoxmetals.com
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