Copper Fox Announces the Closing of Private Placement
NEWS RELEASE
COPPER FOX ANNOUNCES THE CLOSING OF PRIVATE PLACEMENT
Calgary, Alberta – July 28, 2017 – Copper Fox Metals Inc. (“Copper Fox” or the “ Company”) (TSX-
V: CUU – OTC: CPFXF) is pleased to announce that it has closed its previously announced non-
brokered private placement (the “Offering”), raising aggregate gross proceeds of $1,100,000 through the
sale of 9,166,666 units (each a “Unit”) at a price of $0.12 per Unit. The Offering was oversubscribed by
$350,000. Each Unit consisted of one commo n share in the capital of the Company (a “ Common
Share”) and one whole common share purchase warrant (a “Warrant”). Each Warrant entitle s the holder
to purchase one Common Share for an exercise price of $0.15 during the first 12 month period after the
closing of the Offering and $0.17 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 is 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.
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 ongoing project activities and general
corporate purposes of the Company. No finder fees were paid by the Company.
The Offering included subscriptions by three insiders of the Company . Mr. Ernesto Echavarria, a
director, insider and a control person of the Company (as defined by the policies of the TSX Venture
Exchange) purchased 4,791,666 Units.
Subscriptions completed by insiders in the Offering, including the subscription by Mr. Echavarria,
constituted 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 relied on the applicable exemptions from the valuation requirement and
minority security 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 p rivate placement by insiders did not exceed 25%
of the Company’s market capitalization.
The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.
About Copper Fox
Copper Fox is a Tier 1 Canadian resource company liste d 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 D esert 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 p roject 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.
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For additional information contact: Lynn Ball at 1-844-464-2820 or 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 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 un der 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,” “inte nds,” “budgets”, “could”, “estimates”, “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 use of the proceeds from the Offering; and the Offering being
subject to the final approval of the TSX Venture Exchange.
In connection with the forward -looking information contained 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, performance or
achievements expressed or implied by the forward-looking information contained herein.
Known risk factors include the possibility that: final approval for the Offering will not be obtained from the TSX
Venture Exchange and the net proceeds of the Offering will not be used for the purposes currently contemplated.
A more comp lete 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 informat ion contained herein to reflect future results, events or
developments, except as required by law.