Copper Fox Metals Inc.

The Carmax private placement constitutes a related party transaction under Policy 5.9 of the TSX Venture Exchange which adopts Multilateral Instrument 61-101 as a policy of the TSX Venture Exchange. Copper Fox relied on the exemption from the application of MI 61-101 provided for in Section 5.1(g) of MI 61-101 (downstream transactions). In addition, Carmax relied on the exemptions from the valuation requirement and minority security holder approval requirement in sections 5.5(c) (distribution of securities for cash) and 5.7(b) (fair market value not more than $2.5-million) of MI 61-101, respectively