Copper Fox Announces $1,000,000 Non-Brokered Private Placement

NEWS RELEASE

COPPER FOX ANNOUNCES $1,000,000

NON-BROKERED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, Alberta – June 19 , 202 4 – Copper Fox Metals Inc. (“Copper Fox” or the “Company”)

(TSXV:CUU | OTCQX:CPFXF | FSE:HPU) is pleased to announce that it intends to complete, subject to the

approval of the TSX Venture Exchange, a non -brokered private placement to raise up to $ 1,000,000 in gross

proceeds (the “Offering”). The Offering will consist of up to 4,545,455 units (each a “Unit”) at a price of $0.2 2

per Unit. Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and

one-half (1/2) common share purchase warrant (a “Warrant”).

Each whole Warrant will entitle the holder to purchase one Common Share for a two-year term, for an exercise

price of $0.26 during the first 12 -month period after the closing of the Offering and $0. 32 during the subsequent

12-month period after the closing of the Offering. In the event the weighted average price of the common shares

listed on the TSX Venture Exchange is above $0. 30 in the first 12 -month period, or $0.35 during the subsequent

12-month period after the closing of the Offering , for a period of 15 consecutive trading days the expiry date of

the Warrants may be accelerated, in whole or in part at the discretion of the Company, to any date or dates, as the

case may be, that is 30 days after the first date such threshold is met.

The Offering is available to all existing shareholders of Copper Fox who, as of the close of business on June 18,

2024 (the “Record Date”), held shares (and who continue to hold such shares as of the closing date) in accordance

with the provisions of the “existing security holder exemption” contained in the various corresponding blanket

orders and rules of participating jurisdictions (the “Existing Security Holder Exemption”). Copper Fox is also

making the Offering available to subscribers under a number of available prospectus exemptions, including the

accredited investor exemption, family and close personal friends and business associates of directors and officers

of the Company.

The Company advises that there are conditions and restrictions when subscribers are relying upon the Existing

Security Holder Exemption, including, among other criteria: (a) the subscriber must be a shareholder of the

Company on the Record Date (and still be a shareholder), (b) be purchasing the Units as a principal - for his or her

own account and not for any other party, and (c) may not purchase more than $15,000 value of securities from the

Company in any 12 -month period. There is an exception to the $15,000 subscription limit. In the event that a

subscriber wishes to purchase more than a $15,000 value of securities, then he or she may do so provided that the

subscriber received suitability advice from a registered investment dealer, and, in this case, subscribers will be

asked to confirm the registered investment dealer's identity and employer. Subscribers purchasing Units using the

Existing Security Holder Exemption will need to represent in writing that they meet the requirements of the

Existing Security Holder Exemption. There is no minimum subscription amount. As the Existing Security

Holder Exemption contains certain restrictions and is only available in certain jurisdictions in Canada, others that

do not qualify under the Existing Security Holder Exemption may qualify to participate under other prospectus

exemptions, such as the accredited investor exemption.

Should the Offering be over-subscribed, it is possible that a shareholder’s subscription may not be accepted by the

Company. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions,

management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder

subscriptions.

-2-

The Offering is expected to close by July 31, 2024. In accordance with applicable securities legislation, securities

issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of the

completion of the Offering. The net proceeds raised from the Offering will be used to continue exploration and

development activities on Copper Fox’s 100% owned Van Dyke, Eaglehead, Mineral Mountain and Sombrero

Butte projects, working capital and general corporate and administrative purposes of the Company.

The Offering may include one or more subscriptions by insiders of the Company, including a subscription by Mr.

Ernesto Echavarria, a director, insider, and a control person of the Company (as defined by the policies of the

TSX Venture Exchange) of a minimum of 2,727,273 Units.

Subscriptions completed by insiders in the Offering, including the subscription by Mr. Echavarria, may constitute

a “Related Party Transaction” under Policy 5.9 of the TSX Venture Exchange which adopts Multilateral

Instrument 61-101 (“MI 61 -101”) as a policy of the TSX Venture Exchange. In completing such transactions,

Copper Fox intends to rely on the applicable exemptions from the valuation requirement and minority security

holder approval requirements available under Sections 5.5(a) and 5.7(a) of MI 61 -101, respectively, on the basis

that the participation in the private placement by insiders will not exceed 25% of the Company’s market

capitalization.

About Copper Fox

Copper Fox is a Tier 1 Canadian resource company focused on copper exploration and development in Canada

and the United States. The principal assets of Copper Fox and its wholly owned subsidiaries, being Northern Fox

Copper Inc. and Desert Fox Copper Inc., are the 100% ownership of the Van Dyke oxide copper project located in

Miami, AZ, the 100% interest in the Mineral Mountain and Sombrero Butte porphyry copper exploration projects

located in Arizona, the 25% interest in the Schaft Creek Joint Venture with Teck Resources Limited on the

Schaft Creek copper -gold-molybdenum-silver project and the 100% owned Eaglehead polymetallic porphyry

copper project each located in northwestern British Columbia. For more information on Copper Fox’s mineral

properties and investments visit the Company’s website at copperfoxmetals.com.

On behalf of the Board of Directors

Elmer B. Stewart

President and Chief Executive Officer

For additional information contact Fidel Montegu at 1-844-464-2820 or Lynn Ball at 1-403-264-2820.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities

described herein in the United States. The securities described in this news release have not been and will not

be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any

state securities laws and may not be offered or sold within the United States or to U.S. Persons unless

registered under the U.S. Securities Act and applicable state securities laws or an exemption from such

registration is available. This news release is not for distribution in the United States or over United States

newswires.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward -looking information” within the meaning of the Canadian securities laws.

Forward-looking information is generally identifiable by use of the words “believes,” “may,” “plans,” “will,”

“anticipates,” “intends,” “budgets”, “could”, “estimates”, “expects”, “forecasts”, “projects” and similar

expressions, and the negative of such expressions. Forward-looking information in this news release includes,

without limitation, statements about: the expected size and terms of the Offering and the use of the proceeds

-3-

therefrom; the anticipated closing time of the Offering; the terms of the subscription agreements to be executed by

shareholders relying on the “Existing Security Holder Exemption”; the expected subscription by one or more

insiders, including Mr. Echavarria in the Offering; the exemptions in MI 61 -101 intended to be relied upon by

Copper Fox in completing the Offering; and the possible corporate reorganization.

In connection with the forward -looking information contained in this news release, Copper Fox has made

numerous assumptions. Additionally, there are known and unknown risk factors which could cause Copper Fox’s

actual results, performance or achievements to be materially different from any future results, performance or

achievements expressed or implied by the forward-looking information contained herein.

Known risk factors include the possibility that: approval for the Offering will not be obtained from the TSX

Venture Exchange; the Offering will not complete at the time or in the amount expected, or at all; Mr. Echavarria

will not subscribe for the number of Units currently expected, or at all; and the exemptions intended to be relied

upon by Copper Fox under MI 61-101 in completing the Offering may not be available.

A more complete discussion of the risks and uncertainties facing Copper Fox is disclosed in Copper Fox's

continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward -

looking information herein is qualified in its entirety by this cautionary statement, and Copper Fox disclaims any

obligation to revise or update any such forward -looking information or to publicly announce the result of any

revisions to any of the forward -looking information contained herein to reflect future results, events or

developments, except as required by law.