Copper Fox Announces Agreement to Purchase Eaglehead Copper Property

Copper Fox Metals Inc. (TSXV:CUU, OTC:CPFXF) (“Copper Fox” or the “Company”) is pleased to announce that it, through its wholly owned subsidiary, Northern Fox Copper Inc. (“Northern Fox”), has entered into a property acquisition agreement dated February 9, 2020 (the “Agreement”) to purchase the 6 contiguous mineral claims totalling approximately 15,956 hectares located in the Liard Mining Division of northern British Columbia that comprise the Eaglehead Property (the “Eaglehead Property”) from District Copper Corp. (“District Copper”) (TSXV: DCOP) (OTC PINK: CAXPF).

The aggregate consideration to be paid by Northern Fox for the Eaglehead Property is CAD$1.412 million, which will consist of CAD$1.2 million cash payable to District Copper in installments over a three year period, and the assumption by Northern Fox of the reclamation bond for the Eaglehead Property in the amount of CAD$212,000. Under the terms of the agreement, Northern Fox has paid a non-refundable deposit of $50,000 on signing. An additional $150,000 will be paid at Closing and the balance of the purchase price in the amount of $1,000,000 will be payable in three annual installments of $340,000, $330,000 and $330,000 respectively on each anniversary following Closing.

At Closing, District Copper will have received cash payment of $200,000 from Northern Fox and the refund of the CAD$212,000 reclamation bond that District Copper currently has on deposit with the British Columbia Ministry of Energy, Mines and Petroleum Resources.

The Agreement also grants District Copper a 0.5% net smelter return royalty over the Eaglehead Property, half of which can be purchased by Northern Fox for $1,000,000 at any time up until the second anniversary of commercial production on the Eaglehead Property. Northern Fox has retained the right to accelerate the installment payments to District Copper in its sole discretion.

The closing of the transaction contemplated by the Agreement remains subject to the approval of the TSX Venture Exchange. The transaction is a Non-Arm’s Length transaction pursuant to TSX Venture Exchange policies and a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Copper Fox is exempt from the valuation and minority approval requirements in MI 61-101 as the fair market value of the Eaglehead Property, as well as the value of the cash to be paid as consideration, does not exceed 25% of Copper Fox’s market capitalization.

Elmer B. Stewart, President and CEO of Copper Fox, stated, “The proposed acquisition of the Eaglehead copper project advances Copper Fox’s business strategy of the acquisition and exploration and development of potentially large porphyry copper projects in North America while at the same time providing non-dilutive funding to District Copper to continue exploration of its two gold projects in Canada”.

Eaglehead Project:

The Project is at an early to intermediate stage of exploration that hosts a calc-alkalic porphyry copper-molybdenum-gold-silver system. The Project is located in the Liard Mining Division in northern British Columbia. Since discovery of the Camp zone in 1963, various exploration activities have been completed by numerous exploration companies including grid-base soil geochemical sampling, modern ground-based and airborne geophysical surveys, 126 diamond drillholes and preliminary metallurgical test work.

Exploration has identified five zones of porphyry style copper-molybdenum-gold-silver mineralization that could be part of the same porphyry copper system and further exploration including diamond drilling would be required to evaluate the porphyry potential of the Project.

Elmer B. Stewart, MSc. P. Geol., President and CEO of Copper Fox, is the Company’s non-independent, nominated Qualified Person pursuant to National Instrument 43-101, Standards for Disclosure for Mineral Projects, and has reviewed and approves the scientific and technical information disclosed in this news release.

About Copper Fox

Copper Fox is a Tier 1 Canadian resource company listed 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 Desert 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 project located in Miami, Arizona. For more information on Copper Fox’s other 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:
investor@copperfoxmetals.com
(844) 464-2820 or (403) 264-2820

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.

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 regarding: the acquisition of the Eaglehead Property; payment of the aggregate cash consideration over a three year period; assumption by Northern Fox of the environmental reclamation bond for the Eaglehead Property; receipt by District Copper of a cash payment and refund amount by Closing; a 0.5% net smelter return royalty for District Copper over the Eaglehead Property; the purchase by Northern Fox of half the 0.5% net smelter return royalty; the acquisition and exploration and development of potentially large porphyry copper projects in North America; the final approval of the transaction by the TSX Venture Exchange; the possibility that the Project contains five zones of porphyry style copper-molybdenum-gold-silver mineralization that could be part of the same porphyry copper system; and further exploration including diamond drilling to evaluate the porphyry potential of the Project.

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: timely approval of the transaction by the TSX Venture Exchange; and that the geological, financial and economic advice that Copper Fox has received is reliable and is based upon practices and methodologies which are consistent with industry standards.

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: final approval for the transaction may not be obtained from the TSX Venture Exchange; the rights and obligations under the Agreement may not be carried out as currently contemplated; the geology of the Project may not be as previously identified, and further exploration may not proceed as anticipated; fluctuations in copper prices, demand, commodity prices, and currency exchange rates; conditions in the financial markets; the overall economy may deteriorate; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.

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.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 information contained herein to reflect future results, events or developments, except as required by law.

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