Copper Fox Announces $1,200,000 Non-Brokered Private Placement
NEWS RELEASE
COPPER FOX ANNOUNCES $1,200,000
NON-BROKERED PRIVATE PLACEMENT
Calgary, Alberta – May 3 , 2018 – Copper Fox Metals Inc. ( “Copper Fox ” or the “Company”)
(TSX-V: CUU – OTC: CPFXF) 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 $1,200,000 in
gross proceeds (the “Offering”). The Offering will consist of up to 12,000, 000 units (each a “Unit”) at a
price of $0.10 per Unit . Each Unit will c onsist 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 an exercise price of $0.12 during the
first 12 month period after the closing of the Offering and $0.15 during the second 12 month period after
the closing of the Offering. In the event that the 20 -day volume weighted average price of the common
shares listed on the TSX Venture Exchange is abo ve $ 0.20, the expiry date of the Warrants will be
accelerated to a date that is 30 days after the first date such threshold is met.
Copper Fox is 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 Offering is also available to all existing
shareholders of Copper Fox who, as o f the close of business on May 2 , 2018 (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 Shareholder Exemption ” contained in the various corresponding blanket orders and rules
of participating jurisdictions.
The Company advises that there are conditions and restrictions when subscribers are relying upon the
Existing Shareholder 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 purch asing 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 c ase, subscribers will be asked to confirm the registered
investment dealer's identity and employer. Subscribers purchasing Units using the Existing Shareholder
Exemption will need to represent in writing that they meet the requirements of the Existing Sha reholder
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 E xemption may qualify to participate under other prospectus
exemptions, such as the accredited investor exemption.
Subscriptions will be accepted by the Company on a “first come, first served basis”. Therefore, if the
Offering is over -subscribed it is pos sible that a shareholders 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 i n favour of
smaller shareholder subscriptions.
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The Offering is expected to close by the end of May, 2018. 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 for ongoing activities and general corporate purposes of the Company.
The Offering may include one or more subscriptions by insiders of the Com pany, which will include 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 7,200,000 Units.
Subscriptions completed by insiders in th e 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 compl eting
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 listed on the TSX Venture Exchange (TSX -V:
CUU) focused on copper exploration and development in Canada and the United States. The principal
assets of Copper Fox and its wholly owned Canadian and United States subsidiaries, being Northern Fox
Copper Inc. and Desert Fox Copper Inc., are the 25% interest in the Schaft Creek Joint Ven ture with
Teck Resources Limited on the Schaft Creek copper -gold-molybdenum-silver project located in
northwestern British Columbia and a 100% ownership of the Van Dyke oxide copper project located in
Miami, Arizona. For more information on Copper Fox’s o ther mineral properties and investments visit
the Company’s website at http://www.copperfoxmetals.com.
For additional information contact: Investor line 1-844-484-2820 or Lynn Ball, at 1-403-264-2820.
On behalf of the Board of Directors
Elmer B. Stewart
President and Chief Executive Officer
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 Uni ted 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 securiti es 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”, “forecast s”, “projects” and similar
expressions, and the negative of such expressions. Forward-looking information in this news release include s,
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without limitation, statements about: the expected size and terms of the Offering and the use of the proceeds
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; and the exemptions in MI 61-101 intended to be relied upon by
Copper Fox in completing the Offering.
In connection with the forward -looking information contained in this news release, Copper Fox ha s 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 F ox 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 stat ement, 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.