Calgary, Alberta--(Newsfile Corp. - February 5, 2026) - Copper Fox Metals Inc. (TSXV: CUU) (FSE: HPU) ("Copper Fox" or the "Company") is pleased to announce that it intends to complete, subject to the approval of the TSX Venture Exchange, a non-brokered private placement to raise up to $3,000,000 in gross proceeds (the "Offering"). The Offering will consist of up to 4,615,384 common shares ("Shares") at a price of $0.65 per share.
Copper Fox is 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 Offering is also available to all existing shareholders of Copper Fox who, as of the close of business on February 4, 2026 (the "Record Date"), held shares (and who continue to hold such shares as of the closing date) in accordance with the provisions of the "existing security holder exemption" contained in the various corresponding blanket orders and rules of participating jurisdictions (the "Existing Security Holder Exemption").
The Company advises that there are conditions and restrictions when subscribers are relying upon the Existing Security Holder Exemption, 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 Shares as a principal - for his or her own account and not for any other party, and (c) may 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 than 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 asked to confirm the registered investment dealer's identity and employer. Subscribers purchasing Shares using the Existing Security Holder Exemption will need to represent in writing that they meet the requirements of the Existing Security Holder Exemption. There is no minimum subscription amount. As the Existing Security Holder Exemption contains certain restrictions and is only available in certain jurisdictions in Canada, others that do not qualify under the Existing Security Holder Exemption may qualify to participate under other prospectus exemptions, such as the accredited investor exemption.
The Company retains the right to accept or reject subscriptions. Should the Offering be oversubscribed it is possible that a shareholder'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 discretion to favor large subscriptions over smaller shareholder subscriptions.
The Offering is expected to close by February 27, 2026. 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 advance exploration and development activities on Copper Fox's 100% owned Van Dyke, Mineral Mountain, Eaglehead and Sombrero Butte copper projects, working capital and general corporate and administrative purposes of the Company.
The Offering may include one or more subscriptions by insiders of the Company, including a subscription by Mr. Ernesto Echavarria, a director, insider, and a control person of the Company (as defined by the policies of the TSX Venture Exchange) of a minimum of 2,769,230 common shares.
Subscriptions completed by insiders in the Offering, including the subscription by Mr. Echavarria, may constitute 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 intends to rely 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 will not exceed 25% of the Company's market capitalization.
About Copper Fox
Copper Fox is a Canadian resource company focused on copper development and exploration in the United States and Canada. Copper Fox and its subsidiaries own 100% of the Van Dyke ISCR project, a development stage, potential near term, mid-size copper mine in Arizona and a 25% interest in the Schaft Creek Joint Venture with Teck Resources Limited (75% interest and Operator) which hosts the Schaft Creek copper-gold-molybdenum-silver project in British Columbia's Golden Triangle. In addition, Copper Fox owns 100% of the resource stage Eaglehead polymetallic porphyry copper project in northwestern British Columbia and the Sombrero Butte and Mineral Mountain advanced exploration stage porphyry copper projects located in the prolific Laramide age copper province in Arizona. For more information on Copper Fox's 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 1-844-464-2820, investor@copperfoxmetals.com
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, without limitation, statements about: the expected size and terms of the Offering and the 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 Security 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 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: 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 Shares 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 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.
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