Copper Fox Announces Agreement to Purchase Eaglehead Copper Property Se
NEWS RELEA
COPPER FOX ANNOUNCES AGREEMENT TO PURCHASE EAGLEHEAD COPPER
PROPERTY
SE
Calgary, Alberta – February 10, 2020 – Copper Fox Metals Inc. (“Copper Fox” or the “Company”)
(TSX-V: CUU – OTC: CPFXF) is pl eased to announce that it, through its wholly owned subsidiary,
Northern Fox Copper Inc. (“ Northern Fox”), has entered into a property acquisition agreement dated
February 9, 2020 (the “ Agreement”) to purchase the 6 contiguous mineral claims totaling
approximately 15,956 hectares located in the Liard Mining Division of northern British Columbia that
comprise the Eaglehead Property (the “ Eaglehead Property ”) from District Copper Corp. (“ District
Copper”) (TSX-V: DCOP – OTC: CAXPF).
The aggregate consideration to be paid by Northern Fox for the Eaglehe ad Property is CAD$1.412
million, which will consist of CAD$1.2 million cash payable to District Copper in installments over a
three year period , and the assumption by Northern Fox of the reclamation bond for the Eaglehead
Property in the amount of CAD$212 ,000. Under the terms of the agreement, Northern Fox has paid a
non-refundable deposit of $50,000 on signing. An additional $150,000 will be paid at Closing and the
balance of the purchase price in the amount of $1,000,000 will be payable in three annual installments of
$340,000, $330,000 and $330,000 respectively on each anniversary following Closing.
At Closing, District Copper will have received cash payment of $200,000 from Northern Fox and the
refund of the CAD$212,000 reclamation bond that District Copper currently has on deposit with the
British Columbia Ministry of Energy, Mines and Petroleum Resources.
The Agreement also grants District Copper a 0.5% net smelter return royalty over the Eaglehead
Property, half of which can be purchased by Northern Fox for $1,000,000 at any time up until the
second anniversary of commercial production on the Eaglehead Property. Northern Fox has retained the
right to accelerate the installment payments to District Copper in its sole discretion.
The closing of the transaction contemplated by the Agreement remains subject to the approval of the
TSX Venture Exchange. The transaction is a Non -Arm's Length transaction pursuant to TSX Venture
Exchange policies and a related party transaction pursuant to Multilateral In strument 61-101, Protection
of Minority Security Holders in Special Transactions ("MI 61-101"). Copper Fox is exempt from the
valuation and minority approval requirements in MI 61 -101 as the fair market value of the Eaglehead
Property, as well as the value of the cash to be paid as consideration, does not exceed 25% of Copper
Fox's market capitalization.
Elmer B. Stewart, President and CEO of Copper Fox, stated, “The proposed acquisition of the
Eaglehead copper project advances Copper Fox’s business strate gy of the acquisition and exploration
and development of potentially large porphyry copper project s in North America while at the same time
providing non -dilutive funding to District Copper to continue exploration of its two gold projects in
Canada”.
-2-
Eaglehead Project:
The Project is at an early to intermediate stage of exploration that hosts a calc -alkalic porphyry copper-
molybdenum-gold-silver system. The Project is located in the Liard Mining Division in northern British
Columbia. Since discovery of th e Camp zone in 1963, various exploration activities have been
completed by numerous exploration companies including grid-base soil geochemical sampling, modern
ground-based and airborne geophysical surveys, 126 diamond drillholes and preliminary metallurgi cal
test work.
Exploration has identified five zones of porphyry style copper -molybdenum-gold-silver mineralization
that could be part of the same porphyry copper system and further exploration including diamond
drilling would be required to evaluate the porphyry potential of the Project.
Elmer B. Stewart, MSc. P. Geol., President and CEO of Copper Fox, is the Company’s non -
independent, nominated Qualified Person pursuant to National Instrument 43 -101, Standards for
Disclosure for Mineral Projects, and has reviewed and approves the scientific and technical information
disclosed in this news release.
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 develop ment 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 www.copperfoxmetals.com.
On behalf of the Board of Directors
Elmer B. Stewart
President and Chief Executive Officer
For additional information contact Lynn Ball at:
(844) 464-2820 or (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.
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 identif iable 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
statements regarding: the acquisition of the Eaglehead Property; payment of the aggregate cash consideration over
a three year period ; assumption by Northern Fox of the environmental reclamation bond for the Eaglehead
Property; receipt by District Copper of a cash payment and refund amount by Closing; a 0.5% net smelter return
royalty for District Copper over the Eaglehead Property ; the purchase by Northern Fox of half the 0.5% net
smelter return royalty ; the acquisition and exploratio n and development of potentially large porphyry copper
-3-
projects in North America; the final approval of the transaction by the TSX Venture Exchange; the possibility that
the Project contains five zones of porphyry style copper -molybdenum-gold-silver minera lization that could be
part of the same porphyry copper system ; and further exploration including diamond drilling to evaluate the
porphyry potential of the Project.
In connection with the forward -looking information contained in this news release, Copp er Fox and its
subsidiaries have made numerous assumptions regarding, among other things: timely approval of the transaction
by the TSX Venture Exchange ; and that the geological, financial and economic advice that Copper Fox has
received is reliable and is based upon practices and methodologies which are consistent with industry standards.
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 f uture results, performance or achievements
expressed or implied by the forward -looking information contained herein. Known risk factors include , among
others: final approval for the transaction may not be obtained from the TSX Venture Exchange ; the rights and
obligations under the Agreement may not be carried out as currently contemplated; the geology of the Project may
not be as previously identified, and further exploration may not proceed as anticipated; fluctuations in copper
prices, demand, commodity prices, and currency exchange rates; conditions in the financial markets ; the
overall economy may deteriorate; the need to obtain additional financing to develop properties and uncertainty as
to the availability and terms of future financing ; the possibility of delay in exploration or development programs
or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to
timely availability of permits and other governmental approvals.
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.