Copper Fox Announces $2,000,000 Non-Brokered Private Placement
NEWS RELEASE
COPPER FOX ANNOUNCES $2,000,000
NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Calgary, Alberta – July 18, 2023 – 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 $2,000,000 in
gross proceeds (the “Offering”). The Offering w ill consist of up to 8,000,000 units (eac h a “Unit”) at a
price of $0.25 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 $0.35 during the first 12 -month period after the closing of the Offering and $0.40
during the subsequent 12-month period after the closing of the Offer ing. In the event tha t the 20 -day
volume weighted average pric e of the common shares listed on the TSX Venture Exchange is above
$0.40 in the first 12 -month period after the closing of the Offering, or $0.45 during the subsequent 12-
month period, 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
July 17, 2023 (the “Record Date”), held shares (and who co ntinue to hold such shares as of the clos ing
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 th at there are conditions and restrictions when subscribers are relying upon the
Existing Security Holder Exe mption, 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) m ay 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 lim it. 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 as ked to confirm the registered
investment dealer's identity and employer. Subscribers purchasing Units usin g the Existing Security
Holder Exemption will need to represent in writing that they meet the requirements o f the Existing
Security Holder Exemption. There is no minimum subscription amount. As the Existing Security
Holder Exemption contains certain rest rictions 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.
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Should the Offering be over-subscribed, it is possible that a shareh older’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 dis cretion to reduce large subscriptions in
favour of smaller shareholder subscriptions.
The Offering is expected to close by August 25, 2023. 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 completio n 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 Mou ntain a nd Sombrero Butte proje cts, the $330,000 final payment for the
Eaglehead project, working capital and general corporate and administrative purposes of the Company.
The Offering may include one o r more subscriptions by insiders of the Company, including a
subscription by Mr. Ernesto Echavarria, a director, insider, and a c ontrol person of the Company (as
defined by the policies of the TSX Venture Exchange) of a minimum of 4,800,000 Units.
Subscriptions completed by insiders in the Offering, includin g the subscription by Mr. Echavarria, may
constitute a “Related Party Trans action” under Policy 5.9 of the TSX Ventu re Exchange which adopts
Multilateral Instrument 61-101 (“MI 61-101”) as a policy of the TSX Venture Exchange. In completing
such transacti ons, Copper Fox intends to rely on the applicable exemptions from the valua tion
requirement and minority security ho lder 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.
As part of its continuou s refinement of operations, the Company is conducting an internal evaluation t o
identify potential opportunities to optimize its corporate structure. This review is focused on considering
strategies for the distinct and efficient management of its mineral properties located in Arizona and
British Columbia. This assessme nt is purely exploratory, and there is no assurance the Company will
undertake any form of corporate reorganization.
About Copper Fox
Copper Fox is a Tier 1 Canadian resource c ompany focused on copper exploration and development in
Canada and the United States. The principal assets of Copper Fox and its wholl y 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, A Z, the 100% interest in the Mineral Mountain and Sombrero
Butte porp hyry copper exploration projects located in Ar izona, 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 inve stments visit the
Company’s website at copperfoxmetals.com.
For additional information contact Jason Shepherd at 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
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Neither TSX Venture Exchange Inc. nor its Regulatio n 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 constitut e an offer to sell or a solicitation of an offer to se ll 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 secu rities 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 rele ase contains “forward -looking information” within the meaning of t he Canadian securities laws.
Forward-looking informat ion is generally identifiable by use of the words “believes,” “may,” “plans,” “will,”
“anticipates,” “intends,” “budget s”, “could”, “est imates”, “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
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 conta ined 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, perf ormance or
achievements expressed or implied by the forward-looking information contained herein.
Known risk factors include the possi bility 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 mor e complete discussion of the risks and uncertainties facing Copper Fox is disclosed in Copper Fox's
continuous disclosur e filings with Canadian securities regulatory authorities at www.sedar.com. All f orward-
looking information herein is qualified in its entirety by this cautionary statement, and Copper Fox disclaims any
obligation to r evise or update any such forward -looking information or to publicly announce the result of any
revisions to any of the forward-looking i nformation contained herein to reflect future results, events or
developments, except as required by law.