Copper Fox Announces Non-Brokered Private Placement Has Been Fully Subscribed

NEWS RELEASE

COPPER FOX ANNOUNCES NON-BROKERED

PRIVATE PLACEMENT HAS BEEN FULLY SUBSCRIBED

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, Alberta – February 7, 2025 – Copper Fox Metals Inc. (“Copper Fox” or the “Company”)

(TSXV:CUU | FSE:HPU) is pleased to announce that its recently announced non -brokered private

placement of up to $1, 500,000 is fully subscribed . The Offering consist s of 7,317,073 units (each a

“Unit”) at a price of $0.2 05 per Unit. Each Unit consist s 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 $0.2 5 during the first 12 -month period after the closing of the Offering and $0.3 0

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. 29 in the first 12-

month period, or $0.3 3 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 in each case at

least 30 days after the first date such threshold is met.

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.

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.

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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 statements about: the size and terms of the Offering and the use of the

proceeds therefrom; and the approval of the TSXV.

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

subsidiaries have made numerous assumptions regarding, among other things: the Company will receive

all required approvals, including the approval of the TSXV for the Offering; the Company will be able

to close the Offering as expected, including the size and terms of the Offering; investor demand will

remain strong; and the Company will not require additional subscriptions for the Offering. While

Copper Fox considers these assumptions to be reasonable, these assumptions are inherently subject to

significant uncertainties and contingencies. 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 among others: approval for the Offering will

not be obtained from the TSXV; investor demand may weaken; the Offering will not complete at the

time or in the amount expected, or at all, or on the terms as set out in this news release and the news

release of the Company dated June 19, 2024; and the exemptions intended to be relied upon by Copper

Fox 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.sedarplus.ca.

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.