Copper Fox Announces Revised $2,000,000 Non-Brokered Private Placement

NEWS RELEASE

COPPER FOX ANNOUNCES REVISED

$2,000,000 NON-BROKERED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, Alberta – August 28, 2023 – Copper Fox Metals Inc. (“Copp er Fox” or the “Company”)

(TSX-V: CUU – OTC: CPFXF) is pleased to announce that it intends to reprice its previously

announced non-brokered private placement to raise up to $2,000,000 in gross proceeds (the “Offering”).

The Offering will now consist of up to 10,000,000 units (each a “Unit”) at a price of $ 0.20 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”). The Offering is subject to the approval of

the TSX Venture Exchange.

Each whole Warrant will entitle the holder to purchase one Common Share for a two-year term, for an

exercise price of $ 0.25 during the first 12 -month period after the closing of the Offering and $ 0.30

during the subsequ ent 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

$0.30 in the first 12 -month period after the closing of the Offering, or $ 0.35 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 “existi ng 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 a re 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 ow n 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 limit. In the event that a subscriber wishes to purchase more t han 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 an d 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 Exis ting Security Holder Exemption may qualif y 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 reduc e large subscriptions in

favour of smaller shareholder subscriptions.

The closing of the Offering has been extended and is now expected to close by September 8, 2023. In

accordance with applicable securities legislation, securities issued pursuant to the Offering are subject to

a hold p eriod of four months pl us 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 and Sombrero Butte proje cts, the

$330,000 final payment for the Eaglehead project, working capital and general corporat e 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 6,000,000 Units.

Subscriptions completed by insiders in the Offering, includi ng 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 pol icy of the TSX Venture Exchange. In completing

such transact ions, 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 th e 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 to

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 assessment 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 Mine ral Mountain and Sombrero

Butte porp hyry copper exploration projects located in A rizona, 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 p olymetallic 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.

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On behalf of the Board of Directors

Elmer B. Stewart

President and Chief Executive Officer

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 n ot

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 Uni ted 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 rel ease 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”, “es timates”, “expects”, “forecasts”, “projects” and similar

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

without limita tion, statements about: the expected size and terms of the Offering and th e 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 Securi ty 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 new s 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 mo re 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 public ly 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.