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Tuesday, 01/28/2020 5:12:15 PM

Tuesday, January 28, 2020 5:12:15 PM

Post# of 14
Here is Northern Fox's financing done in late 2018, it specifically mentions raising money just for the Theirry project. So this deal has been in the works for at least 2 years, if not longer:

https://static1.squarespace.com/static/5a283326692ebe66d38d74ed/t/5aefc3d02b6a281d80d3cca9/1525662675141/Northern+Fox+Greensheet+Q2+2018.pdf

CONFIDENTIAL OFFERING MEMORANDUM March 26, 2018 INVESTMENT RATIONALE Initial Private Offering of Northern Fox Resources Inc. (“Fox”) C$4 million at C$0.15 per unit. By fully exploiting the resource at the Thierry copper deposit, we create significant returns for our investors. Copper has a strong underlying, future market. The world is facing a copper deficit. Copper is an important part of the growing global economy from infrastructure, renewable energy, and electric vehicles. In Asia, Brazil, and India, the fundamentals and demand for copper will continue to grow, and become stronger over the next five to 10 years. World-class deposit with resource scale. Thierry is a world-class copper deposit, with very lowcost of production and long-life assets. Both the underground and open-pit deposits are open on strike and depth, providing significant upside deposit potential. Attractive IPO valuation. Long-term investment-grade opportunity at an attractive investment level with significant upside compared to peers. Opportunities to invest in projects with this asset combination of size, economics, infrastructure, and location are rare. Low capital intensity and low-risk. As a past producer, with over C$140 million invested to date, the initial capex to recommission is low for Stage 1 production at C$104 million; a low-risk premium given Thierry’s location within Canada’s stable political and mining jurisdictions, coupled with production economics, whereby 100% of operating costs are Canadian dollars, hedged against US dollar copper price volatility. Management successfully founded and commercialized a producing copper mine. The management team has a proven history of creating shareholder value in the copper mining industry, having successfully commercialized the Aguas Teñidas copper mine, currently producing 4.6 million tonnes of copper a year.

Issuer Northern Fox Resources Inc. (the “Company” or “Fox”). Issue Size C$4,000,000. Offering 26,666,667 Common Shares (C$0.15 per share). Issue Price C$0.15 per unit. Flow Through Option The Company has granted the Underwriters an option exercisable in whole or in part, at any one time for a period of 60 days after Closing, to purchase up to an additional 13,333,334 Common Shares (50% of the Offering) at the Offering Price). Basic Shares Outstanding Upon Closing 105,666,667 Common Shares. Dividend Policy Fox does not currently anticipate paying any dividends on the Common Shares. The Company currently intends to use its future earnings and other cash resources for the operation and development of its business, but may declare and pay dividends in the future as operational circumstances permit. Use of Proceeds The Company intends to use the net proceeds from the Offering for general working capital purposes to complete the Bank Feasibility Study, and pursue the Company’s growth strategy. Principal Shareholder At Closing, Founders, Management, and Peblik LLC will, in the aggregate, directly or indirectly, own or control 79,000,000 Common Shares, representing 73% of the issued and outstanding Common Shares of 107,666,667. At Closing of the Flow Through Option, Founders, Management and Peblik Limited will, in the aggregate, directly or indirectly, own or control 79,000,000 Common Shares, representing 35% of the issued and outstanding Common Shares of 222,666,667. Lock-Up Each of the senior officers and directors of the Company and all other shareholders that held a direct or indirect interest in the Company before Closing (the “Lockedup Shareholders”) will be, subject to certain exceptions, subject to lock-up arrangements for 180 days from Closing. The Locked-up Shareholders hold, in the aggregate 79,000,000 Common Shares, representing 75% of the outstanding Common Shares after giving effect to the Offering. Additionally, the Company will be, subject to certain exceptions, subject to lock-up arrangements for 180 days from Closing. Hold Period Subscription receipts have a four month hold but the underlying common shares will be free trading upon conversion of the Subscription Receipts. Eligibility for Investment Eligible for RRSPs, RESPs, RRIFs, TFSAs, DPSPs and RDSPs. Form of Offering Initial private offering in all provinces of Canada pursuant to a long-form prospectus. Private placement in the United States to “qualified institutional buyers” pursuant to Rule 144A under the U.S. Securities Act of 1933. Syndicate Selling Concession 10.0% Closing Expected Q2/Q3 2018 S