Thursday, February 26, 2009
Lions Gate Metals Inc. and Copper Fox Metals Inc. Announce Business Combination
Vancouver, B.C. Canada, February 26, 2009 - Lions Gate Metals Inc. ("Lions Gate") (TSX-V: LGM)
and Copper Fox Metals ("Copper Fox") (TSX-V: 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 favor 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
. For more information please contact Blair McIntyre of Lions Gate at (604) 683-7588.Lions Gate Metals Inc.
President & Director
(604) 683-7588www.lionsgatemetals.comCopper Fox Metals Inc.
President & CEO
(403) 264-2820www.copperfoxmetals.comFor additional information contact:
Investor inquiries: Jason Shepherd, Phoenix Communications Group
Tel: 1-866-913-1910, E-mail: firstname.lastname@example.org
On behalf of the Board of Directors
Guillermo Salazar S, President and CEO
The TSX Venture Exchange has not reviewed the contents of this news release and accepts no responsibility for the adequacy or the accuracy thereof.Cautionary Note Regarding Forward-Looking InformationThis news release includes "forward-looking information" within the meaning of the Canadian securities laws. All statements, other than statements of historical fact, included herein and including, without limitation; anticipated dates for receipt, commencement or completion of permits, approvals, construction, production and other milestones; anticipated results of drilling programs, scoping, prefeasibility and feasibility studies and other analyses; anticipated availability and terms of future financings; estimated timing and amounts of future expenditures; Copper Fox's future production, operating and capital costs; operating or financial performance; geological interpretations and potential mineral recovery processes, are forward-looking statements. Information concerning mineral reserve and resource estimates also may be deemed to be forward-looking information in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies. For any forward looking information given, management has assumed that the geological, metallurgical, engineering, financial and economic advice it has received is reliable, and is based upon practices and methodologies which are consistent with industry standards. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from Copper Fox's expectations include: 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 mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for co-operation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; 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; uncertainty as to timely availability of permits and other governmental approvals; and other risks and uncertainties disclosed in Copper Fox's continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. The forward-looking information in this news release is based on Copper Fox's current expectations and Copper Fox assumes no obligations to update such information to reflect later events or developments, except as required by law.
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