Lions Gate Metals Inc. and Copper Fox Metals Inc. Announce Business Combination

2/27/2009, 3:00 PM (Source: GlobeNewswire)
VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 02/27/09 -- 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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