Copper Fox Announces $1,800,000 Non-Brokered Private Placement

NEWS RELEASE

COPPER FOX ANNOUNCES $1,800,000

NON-BROKERED PRIVATE PLACEMENT

Calgary, Alberta – February 13, 2020 – 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

$1,800,000 in gross proceeds (the “Offering”). The Offering will consist of up to 22,500,000 units (each

a “Unit”) at a price of $0. 08 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 Shar e 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 i s above $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 February 12, 2020 (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”).

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 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 t he 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 suitabil ity 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 repres ent 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 C anada,

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.

Subscriptions will be accepted by the Company on a “first come, first s erved basis”. Therefore, if the

Offering is 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.

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The Offering is expected to close by March 26, 2020 . 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 the proposed acquisition of the Eaglehead project, exploration activities an d general and

administrative purposes of the Company.

The Offering may include one or more subscriptions by insiders of the Company, 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 15,000,000 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 se curity 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 Venture 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 other mineral properties and investments visit

the Company’s website at http://www.copperfoxmetals.com.

For additional information contact: Investor line 1-844-464-2820 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 i s 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 o r 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 us e of the words “believes,” “may,” “plans,” “will,”

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

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

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 relyi ng 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 connecti on 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 mater ially 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 announc e 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.