Result of Placing and Subscription

Phoenix Copper Limited

06 July 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

6 July 2026

Phoenix Copper Limited

("Phoenix" or the "Company")

Result of Placing and Subscription

Director / PDMR Shareholding

Phoenix Copper Limited (AIM: PXC), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, is pleased to announce that, further to its announcement of a Fundraising at 4:37 p.m. on 3 July 2026 (the "Launch Announcement"), the Bookbuild has now closed and the Company has raised £2.4 million (net proceeds of approximately £2.1 million) in aggregate through the placing of 364,196,369 Placing Shares and a subscription of 125,000,000 Subscription Shares (for an aggregate number of New Ordinary Shares of 489,196,369) at the Issue Price of 0.5 pence per Ordinary Share. Zeus Capital acted as sole bookrunner in connection with the Placing.

In addition to the Placing and Subscription, the Company is also providing retail investors with the opportunity to subscribe for an aggregate of approximately 100,000,000 Retail Offer Shares at the Issue Price via the Bookbuild platform, which will be announced later today. The Retail Offer is due to close on or around 4:30 p.m. on 9 July 2026 and the results of the Retail Offer will be announced separately thereafter.

As part of the Fundraise, the Company will also issue 163,065,450 Warrants, in the ratio of one warrant for every three Ordinary Shares placed and subscribed for as part of the Placing and the Subscription, following Admission. The terms of the Warrants are detailed in the Launch Announcement.

The Placing, Subscription and Retail Offer are conditional (amongst other things) on the passing of the Resolutions being proposed at the Annual General Meeting of the Company to be held on 24 July 2026 (or any adjournment thereof) which will disapply statutory pre-emption rights and authorise the issue and allotment of the New Ordinary Shares on a non-pre-emptive basis for cash.

A Circular containing the Notice of Annual General Meeting will be posted to Shareholders shortly. Following its publication, the Circular will be available on the Company's website at https://phoenixcopperlimited.com/investors/

The Placing and Subscription are subject to the conditions set out in the Launch Announcement.

Director/PDMR participation in the Subscription

Catherine Evans, the Company's Interim Chair, and certain members of her family have directly subscribed for 70,000,000 Subscription Shares and indirectly subscribed for 20,000,000 Placing Shares (in aggregate 90,000,000 New Ordinary Shares) at the Issue Price per the table below:

Name	Role	Ordinary Shares directly or indirectly subscribed for in the Placing or the Subscription	Original holding prior to the Placing and Subscription	Total Holding after completion of the Placing and Subscription	Percentage interest in the issued share capital of the Company (as enlarged by the Placing and the Subscription)
Catherine Evans	Interim Non-Executive Chair	90,000,000	1,821,813	91,821,813	11.85%

Catherine Evans and certain members of her family will also be issued with 29,999,999 Warrants, on the same terms as the Placees and subscribers in the Subscription.

Related Party Transactions

The participation of, Catherine Evans, the Company's Interim Non-Executive Chair, and members of her family who have subscribed directly for 70,000,000 Subscription Shares and indirectly for 20,000,000 Placing Shares, in aggregate 90,000,000 New Ordinary Shares, is a related party transaction pursuant to AIM Rule 13 (the "Transaction"). The Directors of the Company other than Catherine Evans who are not participating in the Fundraise and are therefore considered independent Directors for these purposes, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, consider that the terms of the Transaction are fair and reasonable insofar as the Shareholders are concerned.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM (the "Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 27 July 2026, subject to the Resolutions being passed at the Annual General Meeting.

The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

On Admission, prior to any issue of shares under the Retail Offer, the total number of Ordinary Shares in the capital of the Company in issue will be 777,191,483 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement in respect of the Fundraising unless the context provides otherwise.

For further enquiries:

Phoenix Copper Limited	Catherine Evans Ryan McDermott	Tel: [phone] Tel: [phone]
SP Angel Corporate Finance LLP (Nominated Adviser)	David Hignell / Jen Clarke / Devik Mehta	Tel: [phone]
Zeus Capital Limited (Joint Broker and Bookrunner)	Harry Ansell / Katy Mitchell	Tel: [phone]
Tavira Financial Limited (Joint Broker)	Jonathan Evans / Oliver Stansfield	Tel: [phone]
Oak Securities (Corporate Bond Adviser)	Hugh Rich	Tel: [phone]
BlytheRay (Financial PR)	Megan Ray / Rachael Brooks	Tel: [phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1)    Catherine Evans
2	Reason for the notification
a)	Position/status	1)    Interim Non-Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Phoenix Copper Limited
b)	LEI	2138006UWPZAB1A75680
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	(1)  Issue of Subscription Shares (2)  Issue of associated Warrants ISIN: VGG7060R1139
b)	Nature of the transaction	Purchase of Ordinary Shares pursuant to the Fundraise
c)	Price(s) and volume(s)	Price(s) Volume(s) (1)  0.5p (2)  1.0p (1)  90,000,000 (2)  29,999,999
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) (1)  0.5p (2)  1.0p (1)  90,000,000 (2)  29,999,999
e)	Date of the transaction	3 July 2026
f)	Place of the transaction	Outside a trading venue

 

END