COPPER FOX METALS INC

The Corporation was incorporated on February 27, 2004 pursuant to the Alberta Business

Incorporations Act.

The Corporation was formed with the intention of pursuing a Qualifying Transaction in

the mineral industry. The Corporation has identified and had initial discussions with

955528 Alberta Limited (“955528”) a private Calgary-based mineral exploration

company incorporated under the laws of Alberta in 2001, as a potential target company

for its Qualifying Transaction. 955538 is in the business of acquiring, either through

staking or acquisition agreement, exploring and/or developing base and precious metals,

mineral properties.

955528 holds an interest in the Schaft Creek, British Columbia mineral property pursuant

to an agreement between Guillermo Salazar and Teck Cominco Limited (“Teck Cominco”)

dated January 1, 2002 (the Option Agreement”) which Option Agreement was

assigned to 955528 effective January 2, 2002. Pursuant to the option Agreement, 955528

has the right to acquire from Teck Cominco a 93.4% ownership interest in the Schaft

Creek property by incurring $5,000,000 in exploration and development expenditures on

the property on or before December 31, 2006 (the “ Initial Expenditures”) and completing

a positive bankable feasibility study or may earn a lesser 70% ownership interest in the

Schaft Creek Property by incurring the Initial Expenditures and an additional

$10,000,000 in exploration and development expenditures on the property on or before

December 31, 2011. Teck Cominco has a “back-in” right to repurchase or reacquire, on a

sliding scale, up to a 75% ownership interest in the property, or alternatively may receive

at its option either a 1% net smelter royalty or shares in the Resulting Issuer having a

value of $1,000,000.

The Schaft Creek property is comprised of 350 contiguous claim units and fractions,

aggregating more than 7000 hectares, in the Liard Mining Division, British Columbia,

and is located 80 kilometers southwest of Telegraph Creek and approximately 76 kilometers

of the Stewart-Cassiar paved highway (highway 37)

The potential acquisition of 955528 would constitute a Non-Arms Length Qualifying

Transaction.