Calgary, Alberta – September 8, 2023 – 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 to raise up to $2,000,000 in gross proceeds (the “Offering”). The Offering raised aggregate gross proceeds of $1,878,010 through the sale of 9,390,050 units (each a “Unit”) at a price of $0.20 per Unit.

Each Unit consisted of one common share in the capital of the Company (a “Common Share”) and one­half (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 $0.25 during the first 12-month period after the closing of the Offering and $0.30 during the subsequent 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 $0.30 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.

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, the $330,000 final payment for the Eaglehead project, working capital and general corporate and administrative purposes of the Company.

The Offering included subscriptions by four 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 6,000,000 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 private placement by insiders did not exceed 25% of the Company’s market capitalization.

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