Copper Fox announces a $2,500,000 Private Placement Unit Offering, insider commits to 100% participation

VANCOUVER, Feb. 22, 2013 /CNW/ -Copper Fox Metals Inc. ("Copper Fox" or the "Company") (TSX-V: CUU) is pleased to announce that subject to the approval of the TSX-Venture Exchange, the Company intends to complete a non-brokered Private Placement to raise up to CDN $2,500,000 (the "Offering"). The Offering is expected to consist of 3,164,557 Units at a Purchase Price of $0.79 per Unit, for aggregate gross proceeds of $2,500,000. Each Unit consists of one common share and one common share purchase warrant of Copper Fox. Each Warrant entitles the holder thereof to acquire one common share of Copper Fox at an exercise price of $1.00 prior to 5:00 pm on the one year anniversary of closing of the Offering.

Mr. Ernesto Echavarria, a Director, insider, and control person of Copper Fox as defined by the policies of the TSX-Venture Exchange, has committed to 100% participation of this Offering.

Monies raised from the Offering will be used to fund costs associated with the Environmental Assessment Application, development expenses of the Companies Schaft Creek and Arizona projects, and general operating expenses.

About Copper Fox
Copper Fox is a Canadian-based resource development company listed on the TSX Venture Exchange (TSX-V: CUU) with a corporate office in Calgary, Alberta and an operations office in Vancouver, British Columbia.  Its major asset is the Schaft Creek copper, gold, molybdenum and silver deposit located in northwestern British Columbia, Canada for which a positive Feasibility Study was recently completed and filed on www.sedar.com.

Copper Fox holds title and a 100% working interest in the Schaft Creek project consisting of 56,267.54 hectares (139,040 acres).  Included in this total are the "Schedule A" mineral tenures originally conveyed to Copper Fox pursuant to the Teck Option Agreement, which consist of 8,334.34 hectares (20,594 acres).  The "Schedule A" mineral tenures are subject to a 3.5% Net Profits Interest held by Royal Gold, Inc., a 30% carried Net Proceeds Interest held by Liard and, together with the additional mineral tenures  obtained by Copper Fox  within the "Area of Interest" provided for in the Teck Option Agreement, an earn back option held by Teck.  On completion of the Feasibility Study, Copper Fox earns Teck's 78% interest in Liard.  Teck's earn back option to acquire either, 20%, 40% or 75%, of Copper Fox's interest in the Schaft Creek Project is triggered upon delivery of a "Positive Bankable Feasibility Study" (as defined) to Teck after which they have 120 days to make a decision.  Should Teck elect to exercise its option for 75%, Teck is required to fund subsequent property expenditures up to a total of 400% of those incurred by Copper Fox ($85.34 million to December 31, 2012) and use its best efforts to arrange for project financing, including the Copper Fox portion.  For full details of the Teck earn back option please refer to the Company's website www.copperfoxmetals.com.

The remainder of Copper Fox's registered interests in mineral tenures in British Columbia total 47,933.19 hectares (118,445 acres). These interests have been acquired by Copper Fox through mineral tenure acquisitions and mineral tenure purchase agreements subsequent to Copper Fox entering into the Teck Option Agreement. Certain portions of these registered mineral tenures are subject to inclusion within the Schaft Creek Project pursuant to the terms of the "Area of Interest" provision of the Teck Option Agreement.

Additionally the Company holds, through wholly-owned subsidiaries, mineral tenures located in Pinal County, Arizona (the 'Sombrero Butte Copper Project') and in Miami, Arizona (the 'Van Dyke BLM Claims').  For further information on these mining projects please refer to the Company's web site at www.copperfoxmetals.com.

On behalf of the Board of Directors

Elmer B. Stewart
President and Chief Executive Officer

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 about statements about the intention to complete a Private Placement in the amount of $2,500,000; use of proceeds from the intended Private Placement; the delivery of a "Positive Bankable Feasibility Study" (as defined) and the timing and exercise of "earn back options" potential existence and size of mineralization within the Schaft Creek project; estimated timing and amounts of future expenditures; geological interpretations and potential mineral recovery processes.

In connection with the forward-looking information contained in this news release, Copper Fox has made numerous assumptions, regarding, among other things: the potential mineralization in the Schaft Creek deposit; the acceptance by Teck of the positive Feasibility Study as a "Positive Bankable Feasibility Study" (as defined); the commencement of the 120 day period for Teck to exercise its earn back rights; that expenditures have been incurred in accordance with the Teck Option Agreement and in Company's expected quantum; the geological, metallurgical, engineering, financial and economic advice that Copper Fox has received is reliable, and is based upon practices and methodologies which are consistent with industry standards.  While Copper Fox considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.  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: the Private Placement may not close on the terms currently anticipated, or at all; Copper Fox may not use the proceeds from this Private Placement as disclosed herein; Teck may not accept that the delivery of the positive Feasibility Study constitutes delivery of a "Positive Bankable Feasibility Study" as defined pursuant to the terms of the Teck Option Agreement; the 120 day period that Teck has to exercise its earn back rights may not have commenced;  the "Expenditures" may not constitute Expenditures as defined in the Teck Option Agreement in the quantum anticipated by Copper Fox, or at all; the actual mineralization in the Schaft Creek deposit may not be as favourable as suggested; another deposit may never be discovered on Copper Fox's property, or contain anticipated mineralization, or mineralization of any significance at all; a detailed mine plan may not be completed in a timely manner, or at all; the possibility that future drilling on the Schaft Creek project may not occur on a timely basis, or at all; fluctuations in copper, the completed drill holes for which analytical results are not available may not return significant concentrations of either copper, gold, molybdenum or silver; commodity prices and currency exchange rates; conditions in the financial markets and overall economy may continue to deteriorate; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of the metallurgical testwork, the uncertainty of the estimates of capital and operating costs, recovery rates, and estimated economic return; 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; 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.

SOURCE: Copper Fox Metals Inc.