CALGARY, April 19 /CNW/ - Copper Fox Metals Inc. ("Copper Fox" or the "Company") (TSX-V CUU) is pleased to announce that on April 11, 2007, the Board of Directors adopted a shareholder rights plan dated effective April 11, 2007 (the "Rights Plan") entered into by Copper Fox and CIBC Mellon Trust Company, as rights agent. The Rights Plan is designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.
The Rights Plan is intended to provide the Board of Directors with adequate time to assess a take-over bid to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide Copper Fox's shareholders with adequate time to properly assess a take-over bid without undue pressure. Copper Fox's Board of Directors is not currently aware of any pending or threatened take-over bid for the Company. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.
Under the terms of the Rights Plan, one right (a "Right") will be issued by Copper Fox in respect of each outstanding Copper Fox common share at the close of business today and in respect of each Copper Fox common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of Copper Fox's Board of Directors.
Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.
"Permitted bids" under the Rights Plan must be made to all holders of Copper Fox's common shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offer and certain related parties have been tendered and not withdrawn, the bidder may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
Although effective as of April 11, 2007, the Rights Plan is subject to regulatory approval and to ratification by Copper Fox's shareholders at Copper Fox's annual meeting of shareholders scheduled for May 10, 2007 and, if ratified, the Rights Plan must be confirmed at every fifth annual meeting thereafter. If not ratified within six months from its adoption, the Rights Plan and all of the Rights outstanding at the time will terminate.
A copy of the Rights Plan is available for viewing on SEDAR at www.sedar.com, and can also be obtained from Copper Fox upon a written request.
About Copper Fox
Copper Fox is a Canadian based Junior Natural Resource mining company listed on the TSX-Venture exchange trading under the symbol (CUU). The Company is working toward the economic development of the world class copper-gold-molybdenum mineral deposit located at Schaft Creek situated in North West British Columbia, Canada. Pursuant to an option agreement with Teck Cominco Limited, Copper Fox may acquire up to a 93.4% direct and indirect interest in the Schaft Creek property from Teck Cominco Limited.
On behalf of the Board of Directors
Guillermo Salazar S
President & CEO
The TSX Venture Exchange has not reviewed the contents of this news
release and accepts no responsibility for the adequacy or the accuracy
This news release includes "forward-looking information" within the meaning of the Canadian securities laws. Statements, other than statements of historical fact, may constitute forward-looking information and include, without limitation: anticipated timing and content of upcoming work programs, geological interpretations, receipt of property titles, and potential mineral recovery processes; anticipated dates for receipt of permits, approvals and other milestones; anticipated results of drilling programs, feasibility studies and other analyses; anticipated availability and terms of future financing; future production, operating and capital costs; and operating or financial performance. 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. For any forward looking information given, management has assumed that the assay results it has received are reliable, and has applied geological interpretation methodologies which are consistent with industry standards. Forward-looking information involves various risks and uncertainties. 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 management's expectations include: fluctuations in 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 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 the Company's other filings with Canadian securities regulatory authorities at www.sedar.com. The forward-looking information in this news release is based on management's current expectations and Copper Fox assumes no obligations to update such information to reflect later events or developments, except as required by law.