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Phoenix Copper Ltd (PXC)

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Friday 05 March, 2021

Phoenix Copper Ltd

Placing and Subscription to raise £16.45 million

RNS Number : 2594R
Phoenix Copper Limited
05 March 2021
 

Phoenix Copper Limited / Ticker: PXC / Sector: Mining

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF PHOENIX COPPER LIMITED.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT .

5 March 2021

Phoenix Copper Limited

(the "Company" or "Phoenix")

Placing and Subscription to raise £16.45 million

and Open Offer

Notice of Meeting

PDMR Dealings

Placing and Subscription to raise £16.45 million, and Open Offer to raise up to £1.95 million (together the "Fundraising")

Phoenix Copper Limited (AIM: PXC; OTCQX: PXCLF), the AIM quoted North American focused base and precious metals exploration and development company, is pleased to announce that it has raised a total of £12.30 million in aggregate before costs (the "Placing"), through the Placing of 35,129,991 new Shares (the "Placing Shares") at an issue price of 35 pence per share ("Issue Price"). The Company is also pleased to announce a direct subscription with the Company for 11,870,009 new Shares (the "Subscription Shares") (the "Subscription"), raising £4.15 million. In aggregate, the gross quantum of funds raised through the Placing Shares and the Subscription Shares will be £16.45 million.

In addition, in order to provide Qualifying Shareholders (defined below) with an opportunity to participate in the Fundraising at the Issue Price, Qualifying Shareholders may subscribe for new Shares (the "Open Offer Shares"), to raise up to a further £1.95 million (before expenses) for the Company (the "Open Offer"). Shareholders subscribing for their full Basic Entitlement (defined below) under the Open Offer may also request additional Open Offer Shares through an Excess Application Facility (defined below).

Purpose of the Fundraising and Use of Proceeds

The Fundraising will primarily fund the development of the Empire Mine. The Directors intend to use the net proceeds of the Fundraising for:

· Ongoing development of the Empire Mine open pit 'starter' project to produce copper, zinc, gold and silver, including mine optimisation, pre-construction and process engineering, metallurgical test work, and the preparation of the Plan of Operations and related reclamation plan;

· Ongoing exploration of the Red Star high grade silver-lead deposit, and the Navarre Creek gold project, with magnetic surveys and geochemical work planned for both properties, as well as drilling programmes on both properties as a prelude to further resource calculations;

· Initial drilling into the deeper historically mined underground sulphide deposit below the Empire Mine open pit; and

· Additional working capital for the Group as a whole, to include the repayment of the recently announced £2 million debt facility.  

Completion of the Fundraising is conditional, inter alia, upon the approval by Shareholders of the resolutions to be proposed at a General Meeting which is expected to be convened and held on 25 March 2021 at 2.00 p.m., and upon Admission occurring.

Marcus Edwards-Jones, Chairman, commented:

"Following the results of the updated economic model for the Empire Mine's open pit 'starter' project last month, the proceeds of the Fundraising will be used to continue the development of the open pit project whilst the Company negotiates the terms of the pre-production finance. Specifically the funds will be used for ongoing mine optimisation and pre-construction engineering, ongoing process engineering and metallurgical test work, and the preparation of the Plan of Operations and related reclamation plan.

The Company also intends to pursue ongoing exploration at both the Red Star high grade silver- lead deposit just north of the Empire open pit area, and the recently staked Navarre Creek gold project, which geologically has similarities to the volcanic hosted gold deposits on the Carlin trend in Nevada. This ongoing exploration will include magnetic surveys and geochemical work on both properties, as well as drilling programmes on both properties targeted to commence in Q3 of 2021, with a view to adding to our maiden Inferred resource at Red Star, and generating an initial resource at Navarre Creek. In addition the Company is planning to commence an initial drilling programme into the deeper high grade underground sulphide deposit, which was historically mined at head grades of between 6-8% copper from 1902 to 1942.

The balance of the Fundraising will be used to repay the recently announced £2 million loan facility and will also provide the Group with additional working capital.

We are grateful for the support we have received from both new and existing shareholders and the Directors believe this Fundraising provides the Company with a clear line of sight to production and cash flow, without the need for further equity raises in the foreseeable future. With that in mind we are delighted to be able to offer this Fundraising to our existing shareholder base by way of an Open Offer on the same terms as those offered to institutional and other investors in the Fundraising, and we hope as many of our shareholders as possible will participate. "

The Placing

£12.30 million has been raised by way of a conditional Placing for 35,129,991 Placing Shares at a price of 35 pence per share. The Issue Price represents a discount of approximately 14.6 per cent. to the closing price on 4 March 2021. The Company will also grant a total of 2,081,031 warrants, 1,756,500 of which will be awarded to the Joint Brokers, exercisable at 38.5 pence per Share and valid until 31 March 2024 (the "Warrants").

Panmure Gordon, WH Ireland and Brandon Hill are each acting as joint broker and SP Angel are acting as nominated adviser, in connection with the Placing. The Placing and Subscription are not subject to clawback and are not part of the Open Offer.

Subscription

Concurrent with the Placing, the Company has also raised £4.15 million by way of a direct Subscription for 11,870,009 Subscription Shares at the Issuer Price. Certain directors have conditionally agreed to subscribe for 291,428 Subscription Shares in aggregate at the Issue Price as set out below:

Director

No. of Shares held as at date of this announcement

Subscription amount

No. of Shares held immediately following Admission

% interest in Shares immediately following Admission

Marcus Edwards-Jones

1,000,000

42,857

1,042,857

0.90%

Ryan McDermott

399,303

42,857

442,160

0.38%

Richard Wilkins

780,799

42,857

823,656

0.71%

Roger Turner

1,419,365

42,857

1,462,222

1.26%

Dennis Thomas

1,377,095

42,857

1,419,952

1.22%

Andre Cohen

442,809

62,857

505,666

0.44%

Jason Riley

23,333

14,286

37,619

0.03%

 

The Placing Shares and Subscription Shares are not subject to clawback and are not part of the Open Offer. Shareholders who participate in the Subscription have agreed not to participate in the Open Offer.

Related Party Transaction

The Directors are "related parties" pursuant to the AIM Rules for Companies.

The participation of the Directors (the "Related Parties") in the Fundraise constitutes a related party transaction in accordance with AIM Rule 13. There being no independent directors of the Fundraise, the Company's Nominated Adviser, SP Angel, considers that the terms of the Related Parties' participation in the Fundraise are fair and reasonable insofar as the Shareholders are concerned.

Open Offer

The Company proposes to raise up to £1.95 million by way of an open offer of up to 5,567,518 Open Offer Shares to eligible shareholders of the Company at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

1 Open Offer Share for every 10 existing Shares held by a Qualifying CREST Shareholder at the Record Date.

Shareholders subscribing for their full Basic Entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying CREST Shareholders under the Open Offer. The Open Offer is not underwritten.

Further details of the Open Offer, including the terms and conditions, will be made available to Shareholders separately in the circular to be published by the Company in connection with the Fundraising.

The Fundraising is conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting, which is to be held by webinar at 2.00 p.m. on 25 March 2021.

The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares but the Placing is not conditional on Admission of the Open Offer Shares; if the Placing does not complete, then the Open Offer will also not complete. However, if the Open Offer does not complete, then this will not prevent the Placing from completing. The Placing is not conditional on either the Subscription or the Open Offer.

The expected timetable for the Open Offer is set out in Appendix I below. The terms and conditions of the Open Offer, including the Excess Application Facility, will be set out in the circular to be sent to shareholders.

Circular, General Meeting and Admission

A circular, including further details of the Open Offer will be dispatched on or around 9 March 2021 to Qualifying Shareholders and will also be made available on the Company's website following the posting of the circular at https://phoenixcopperlimited.com/corporate-documents . The circular also contains a Notice of General Meeting which is being convened for 2.00 p.m. on 25 March 2021 as the issue of the Placing Shares, the Subscription Shares and the Open Offer Shares are conditional, inter alia, on shareholder approval and on Admission.

It is expected that Admission will become effective on or around 26 March 2021 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on or around 26 March 2021. The New Shares will be issued credited as fully paid and will, on issue, be identical to and rank pari passu in all respects with the Existing Shares (other than treasury shares which are non-voting and do not qualify for dividends), including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital following the date of Admission. Upon Admission, assuming full take up of the Open Offer, the Enlarged Share Capital will consist of 116,207,220 Shares.

The Fundraising summary above should be read in conjunction with the further details of the Placing, Subscription and Open Offer which are set out in Appendix I to this Announcement. The capitalised terms used in this Announcement have the meaning set out in Appendix I to this Announcement.

Appointment of Joint Broker

The Company is pleased to announce that it has appointed Panmure Gordon as Joint Broker, with immediate effect, alongside WH Ireland and Brandon Hill who are Joint Brokers and SP Angel who is Nominated Adviser to the Company.

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").  In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this announcement.  Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information please visit https://phoenixcopperlimited.com or contact:

Phoenix Copper Limited

Ryan McDermott

Dennis Thomas

Richard Wilkins

Tel: +1 208 954 7039 

Tel: +44 7827 290 849

Tel: +44 7590 216 657

 

SP Angel

(Nominated Adviser)

 

David Hignell / Caroline Rowe

Tel: +44 20 3470 0470

Brandon Hill Capital Limited (Joint Broker)

Jonathan Evans / Oliver Stansfield

 

Tel: +44 20 3463 5000

WH Ireland Limited (Joint Broker)

Harry Ansell / Adam Pollock / Katy Mitchell

Tel: +44 207 2201666

Panmure Gordon (UK) Limited (Joint Broker)

John Prior / Hugh Rich / Ailsa Macmaster

Tel: +44 20 7886 2500

Blytheweigh

(Financial PR)

Tim Blythe / Megan Ray

Tel: +44 20 7138 3204

 

 

Notes

  Phoenix Copper Limited is a North American focused, base and precious metal emerging producer and exploration company, which has carried out a drilling programme and generated a copper, gold, silver and zinc resource on which it is carrying out a feasibility study to bring the historically producing Empire Mine in Idaho, USA, back into production. It is also evaluating the silver and gold resources around three other past producing mines within the 23 km2   Empire claims block as well as cobalt in two claims blocks north of Empire in Idaho.

Phoenix's primary operations are focused near Mackay, Idaho in the Alder Creek mining district. This district includes the historical Empire, Horseshoe, White Knob and Blue Bird Mines, past producers of copper, gold, silver, zinc, lead and tungsten from underground mines in the first half of the twentieth century. Additionally, the district includes Navarre Creek a Carlin-trend gold discovery which hosts a 6.1 km gold strike length within a 9.8 km² area.

Phoenix acquired an 80% interest in the historical Empire Mine property in 2017 and, based on a total of 320 drill holes, an oxide resource was completed in late 2017. A NI 43-101 compliant PEA (preliminary economic assessment) for an open pit heap leach solvent extraction and electrowinning ("SX-EW") mine was completed in April 2018. In 2018 a further 8,600 metres in 93 holes was completed to upgrade the oxide resources, provide samples for ongoing metallurgical test work, geotechnical and hydrological studies and condemnation drilling for the heap leach pad site, waste dump and plant site. An updated NI 43-101 compliant resource was completed in early May 2020 and October 2020 for all metals. Present contained metal in all NI 43-101 compliant categories of resources, measured, indicated and inferred, stand at 355,523 ounces of gold, 129,641 tonnes of copper, 10,133,772 ounces of silver and 58,440 tonnes of zinc. Following the latest NI 43-101 compliant resource, Phoenix updated its economic model in February 2021 to include the processing of all contained metals through a two phased approach.

Since acquiring the Empire project, Phoenix has increased the claim area from 818 acres to 5,717 acres, mainly to the northwest and west, and in so doing has increased the potential for additional oxide and sulphide copper resources, as well as the potential for stand-alone gold and silver resources, along a strike length of approximately 5.4 km towards the other brownfield mines of the Horseshoe, White Knob and Blue Bird Mines now within the property boundary. In particular, a new discovery at Red Star, 330 metres north west of the Empire Mine proposed open pit, has revealed sulphide ore and from three shallow exploration drill holes a NI 43-101 compliant maiden resource of 1.6 million silver equivalent ounces was reported.

At Empire, it is estimated that less than 1% of the potential ore system has been explored to date and, accordingly, there is significant opportunity to increase the resource through phased exploration.

More details on the Company, its assets and its objectives can be found on PXC's website at https://phoenixcopperlimited.com

IMPORTANT NOTICE

THIS ANNOUNCEMENT , INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.  ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.  PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW.  NO ACTION HAS BEEN TAKEN BY THE COMPANY, WH IRELAND LIMITED, BRANDON HILL CAPITAL LIMITED AND PANMURE GORDON (UK) LIMITED ("JOINT BROKERS") OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UK.  PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND THE JOINT BROKERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMINC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (EU) 2017/1129 ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (EU) 2017/1129  ("UK QUALIFIED INVESTORS") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS".  THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS.  FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY.  WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.  SAVE AS REQUIRED BY LAW OR BY THE LISTING RULES MADE BY THE FCA PURSUANT TO SECTION 73A OF FSMA, THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY.  NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT BROKERS OR ANY OF THEIR RESPECTIVE ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

APPENDIX I

PLACING, SUBSCRIPTION AND OPEN OFFER

Introduction 
The Company has raised £16.45 million, in aggregate before expenses, through a conditional Placing of 35,129,991 Placing Shares at 35 pence each and a Subscription of 11,870,009 Subscription Shares also at 35 pence each. The Issue Price represents a discount of 14.6 per cent. to the closing price on 4 March 2021.

In addition, in order to provide Shareholders who have not taken part in the Placing or Subscription with an opportunity to participate in the proposed issue of New Shares, the Company is providing all Qualifying CREST Shareholders with the opportunity to subscribe for an aggregate of up to 5,567,518 Open Offer Shares to raise up to £1.95 million (before expenses), on the basis of 1 Open Offer Shares for every 10 Existing Shares held by Qualifying CREST Shareholders on the Record Date, at 35 pence per Share. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Placing Shares and Subscription Shares are not subject to clawback and are not part of the Open Offer. Shareholders who participate in the Subscription have agreed not to participate in the Open Offer.

Further information about the Fundraising is set out below and will be contained in the circular.

Purpose of the Fundraising and Use of Proceeds

On 16 February 2021 the Company announced the results of the updated economic model on the Empire Mine open pit 'starter' project to produce copper and zinc, commencing in late 2022, adding gold and silver in the fourth year of operations. On 22 February 2021 the Company announced it had drawn down on a £2 million loan facility to accelerate development of the open pit project, including the submission of the Plan of Operations as soon as possible, in order to commence the final stages of construction permitting. The open pit project contains Measured & Indicated resources with a value of some $1.4 billion, and the base case economic model generates net revenue of almost $800 million and an EBITDA of over $300 million over an initial 10 year project life, at a copper price of $3.60 / lb, including over $40 million of post-tax cash in the first year of operations. At the current copper price these numbers increase significantly. The Company intends to finance the pre-production capital expenditure primarily through debt.

This Fundraising will be used to continue the development of the open pit project whilst the Company negotiates the terms of the pre-production finance, and, if required, will form the equity portion of any such finance. Specifically the funds will be used for ongoing mine optimisation and pre-construction engineering, ongoing process engineering and metallurgical test work, and the preparation of the Plan of Operations and related reclamation plan.

The Company also intends to pursue ongoing exploration at both the Red Star high grade silver- lead deposit just north of the Empire Mine open pit area, and the recently staked Navarre Creek gold project, which geologically has similarities to the volcanic hosted gold deposits on the Carlin trend in Nevada. This ongoing exploration will include magnetic surveys and geochemical work on both properties, as well as drilling programmes on both properties targeted to commence in Q3 of 2021, with a view to adding to our maiden Inferred resource at Red Star, and generating an initial resource at Navarre Creek. In addition the Company is planning to commence an initial drilling programme into the deeper high grade underground sulphide deposit, which was historically mined at head grades of between 6-8% copper from 1902 to 1942.

The balance of the Fundraising will be used to repay the £2 million loan facility and will also provide the Group with additional working capital.

The Directors believe the Fundraising provides the Company with a clear line of sight to production and cash flow, without the need for further equity raises in the foreseeable future. With that in mind we are delighted to be able to offer this Fundraising to our existing shareholder base by way of an Open Offer on the same terms as those offered to institutional and other investors in the Fundraising, and we hope as many of our shareholders as possible will participate.

Principal terms of the Fundraising 
The Company has conditionally placed 35,129,991 Placing Shares through a Placing at the Issue Price and 11,870,009 Subscription Shares pursuant to the Subscription at the Issue Price raising £16,450,000 in aggregate (before expenses). Alongside the Placing and Subscription, the Company is making an Open Offer pursuant to which it may raise a further amount of up to £1,948,631 (before expenses) at the Issue Price.

Placing 
Pursuant to the terms of the Placing and Open Offer Agreement, Brandon Hill, WH Ireland and Panmure Gordon, as agents for the Company, have conditionally agreed to use reasonable endeavours to place the Placing Shares at the Issue Price.

The Placing is conditional, inter alia, on the following:

i)  the Resolutions being passed at the General Meeting;

ii)  the Placing and Open Offer Agreement not being terminated prior to Admission of the Placing Shares and becoming unconditional in all respects; and

iii)  Admission of the Placing Shares having become effective on or before 8.00 a.m. on 26 March 2021 (or such later date and/or time as the Company, Brandon Hill, WH Ireland and Panmure Gordon may agree, being no later than 28 May 2021).

The Placing and Open Offer Agreement contains customary warranties given by the Company to the Joint Brokers as to matters in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has provided a customary indemnity to the Joint Brokers in respect of liabilities arising out of or in connection with the Placing and Open Offer. The Joint Brokers are entitled to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission including circumstances where any of the warranties are found not to be true or accurate or were misleading in any material respect, the failure of the Company to comply in any material respect with any of its obligations under the Placing and Open Offer Agreement, the occurrence of certain force majeure events or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group, whether or not arising in the ordinary course of business.

Application will be made for the Placing Shares to be admitted to trading on AIM subject to the passing of the Resolutions. It is expected that Admission will become effective on or around 26 March 2021 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on or around 26 March 2021.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing Shares are not subject to clawback and are not part of the Open Offer. The Placing is not underwritten.

The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares but the Placing is not conditional on Admission of the Open Offer Shares; if the Placing does not complete, then the Open Offer will also not complete. However, if the Open Offer does not complete, then this will not prevent the Placing from completing. The Placing is not conditional on either the Subscription or the Open Offer.

Subscription
The Subscribers have conditionally agreed to subscribe for 11,870,009 Subscription Shares in aggregate at the Issue Price. Details of the subscriptions by the PDMRs are as follows:

Name

Number of Existing Shares

Number of Subscription Shares

Total number of Shares held following Admission

Percentage of Shares on Admission*

Marcus Edwards-Jones

1,000,000

42,857

1,042,857

0.90%

Ryan McDermott

399,303

42,857

442,160

0.38%

Richard Wilkins

780,799

42,857

823,656

0.71%

Roger Turner

1,419,365

42,857

1,462,222

1.26%

Dennis Thomas

1,377,095

42,857

1,419,952

1.22%

Andre Cohen

442,809

62,857

505,666

0.44%

Jason Riley

23,333

14,286

37,619

0.03%

*  Assuming full take up of the Open Offer.

The Subscription Shares will, when issued, be credited as fully paid and will rank pari passu with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Shares after Admission. Completion of the Subscription is conditional upon receipt of the subscription monies by the Company, the Placing Agreement becoming unconditional in all respects (save in relation to any condition relating to the Subscription Letters becoming unconditional) and Admission. The Subscription is not conditional upon the Open Offer becoming unconditional.

Related Party Transaction

The participation of the Directors in the Fundraise constitutes a related party transaction in accordance with AIM Rule 13. There being no independent directors of the Fundraise, the Company's Nominated Adviser, SP Angel Corporate Finance LLP, considers that the terms of the Directors participation in the Fundraise are fair and reasonable insofar as the Company's shareholders are concerned.

Open Offer 
Subject to the fulfilment of the conditions set out below, Qualifying CREST Shareholders may subscribe for Open Offer Shares at the Issue Price in proportion to their holding of Existing Shares held on the Record Date. Shareholders subscribing for their full Basic Entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying CREST Shareholders under the Open Offer. The Open Offer is not underwritten.

The Open Offer is conditional, inter alia, on the following:

i)  the Resolutions being passed at the General Meeting;

ii)  the Placing and Open Offer Agreement not being terminated prior to Admission of the Placing Shares and having become unconditional in all respects; and

iii)  Admission of the Placing Shares and Open Offer Shares becoming effective on or before 8.00 a.m. on 26 March 2021 (or such later date and/or time as the Company, Brandon Hill, WH Ireland and Panmure Gordon may agree, being no later than 28 May 2021).

The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares but the Placing is not conditional on Admission of the Open Offer Shares; if the Placing does not complete, then the Open Offer will also not complete. However, if the Open Offer does not complete, then this will not prevent the Placing from completing.

If these and the other conditions to the Open Offer are not satisfied or waived (where capable of waiver), the Open Offer will lapse and will not proceed and any applications made by Qualifying CREST Shareholders will be rejected. In these circumstances, application monies received by the Receiving Agent in respect of Open Offer Shares will be returned (at the Applicant's sole risk), without payment of interest, as soon as reasonably practicable thereafter. Lapsing of the Open Offer cannot occur after dealings in the Open Offer Shares have begun.

General Meeting
The issue of the New Shares is conditional upon, inter alia, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting of the Company. The circular will contain a notice convening a General Meeting to be held at 2.00 p.m., on 25 March by webinar in order to consider and, if thought appropriate, pass the Resolutions to grant the issue of the New Shares.

Expected Timetable of Principal Events

Announcement of the proposed Fundraising

 

7.00 a.m. on 5 March 2021

Record Date for entitlements under the Open Offer

 

6.00 p.m. on 5 March 2021

Ex-entitlement Date of the Open Offer

 

8.00 a.m. on 9 March 2021

Posting of this document, Form of Proxy and Form of Instruction

 

 9 March 2021

Basic Entitlements and Excess Entitlements credited to stock accounts in CREST for Qualifying CREST Shareholders

 

10 March 2021

Latest time and date for receipt of Forms of Instruction

 

2.00 p.m.  on 22 March 2021

Latest time and date for receipt of Forms of Proxy

 

2.00 p.m. on 23 March 2021

Latest time and date for settlement of relevant CREST instructions

 

11.00 a.m. on 24 March 2021

Time and date of General Meeting

 

2.00 p.m. on 25 March 2021

Announcement of the results of the General Meeting and Open Offer

 

25 March 2021

Admission to trading on AIM and commencement of dealings in Placing Shares, Subscription Shares and Open Offer Shares

 

8.00 a.m. on 26 March 2021

CREST accounts to be credited for Placing Shares, Subscription Shares and Open Offer Shares to be held in uncertificated form

 

26 March 2021

 

(1)  Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service.

(2)  All of the above times, and other time references in this document, refer to UK time.

 

KEY STATISTICS

Number of Existing Shares in issue at the date of this document (excluding treasury shares)

 

63,639,702

Issue Price for each New Share

 

35 pence

 

PLACING AND SUBSCRIPTION STATISTICS

Number of Placing Shares

 

35,129,991

Number of Subscription Shares

 

11,870,009

Placing Shares and Subscription Shares as a percentage of Existing Shares

 

73.9%

Number of Shares in issue following Admission(1)

 

110,639,702

Placing Shares and Subscription Shares as a percentage of Enlarged Share Capital(1)

 

42.5%

Estimated proceeds of the Placing and Subscription to be received by the Company net of expenses relating to the Placing and Subscription

 

£15.5 million

 

OPEN OFFER STATISTICS

Maximum number of Open Offer Shares to be offered pursuant to the Open Offer(2)

 

5,567,518

Open Offer Shares as a percentage of Existing Shares(2)

 

8.7%

Open Offer Shares as a percentage of Enlarged Share Capital(2)

 

4.8%

 

OVERALL FUNDRAISING STATISTICS

Enlarged Share Capital immediately following completion of the Fundraising(2)

 

116,207,220

New Shares as a percentage of the Enlarged Share Capital(2)

 

45.2%

Gross proceeds of the Fundraising(2)

 

£18.4 million

Estimated net proceeds of the Fundraising(2)

 

£17.5 million

Market capitalisation at Issue Price immediately following completion of the Fundraising(2)

 

£40.7 million

ISIN -Shares

 

VGG7060R1139

ISIN - Open Offer Basic Entitlements

 

VGG7060R1212

SEDOL - Open Offer Basic Entitlements

 

BMCDFK5

 

 

 

ISIN - Open Offer Excess Entitlements

 

VGG7060R1394

SEDOL - Open Offer Excess Entitlements

 

BMCDFL6

 

 

 

  (1)  Assuming no further issue of Shares prior to the issue of the New Shares and excluding any issue of Open Offer Shares.

(2)  Assuming no further issue of Shares prior to the issue of the New Shares and full take up of the Open Offer.

 

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:-

"2020 AGM"

the annual general meeting of the Company held on 30 April 2020 

"Act"

the BVI Companies Act 2004 (as amended)

"Admission"

in respect of the Placing Shares and Subscription Shares means admission of the Placing Shares and Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules, and in respect of the Open Offer Shares means admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"

the AIM market operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies, as published by the London Stock Exchange from time to time

"Applicant"

a Qualifying Shareholder or a person by virtue of a bona fide market claim who lodges a relevant CREST instruction under the Open Offer

"Basic Entitlement(s)"

the pro rata entitlement for Qualifying CREST Shareholders to subscribe for Open Offer Shares, pursuant to the Open Offer as described in Part 4 of this document

"Board" or "Directors"

the board of directors of the Company, whose names are set out at page 15 of this document

"Brandon Hill"

Brandon Hill Capital Limited, a Joint Broker of the Company

"Business Day"

a day (other than a Saturday, Sunday or public holiday) when banks are usually open for business in London and the British Virgin Islands

"certificated" or "in certificated form"

in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST

"Closing Price"

the closing middle market quotation of a Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

"Company" or "Phoenix"

Phoenix Copper Limited, a company incorporated in the BVI with company number 1791533

"Computershare"

Computershare Investor Services (BVI) Limited

"CREST"

the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations)

"CREST Manual"

the rules governing the operation of CREST, as published by Euroclear

"CREST member"

a person who has been admitted by Euroclear as a system-member (as defined in the Regulations)

"CREST participant"

a person who is, in relation to CREST, a system participant (as defined in the Regulations)

"CREST payment"

shall have the meaning given in the CREST Manual issued by Euroclear

"CREST sponsor"

a CREST participant admitted to CREST as a CREST sponsor

"CREST sponsored member"

a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members)

"Deed Poll"

the deed poll executed on 3 May 2017 by the Depositary in relation to the issue of DIs by the Depositary

"Depositary"

Computershare Investor Services PLC

"DIs"

uncertificated depositary interests issued by the Depositary and representing Shares in the Company, pursuant to the Deed Poll

"Empire Mine"

the mine located in Custer County, Idaho, USA

"Enlarged Share Capital"

the issued share capital of the Company following Admission, as enlarged by the New Shares

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST

"Excess Application Facility"

the arrangement pursuant to which Qualifying CREST Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer

"Excess CREST Open Offer Entitlement"

in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to the Basic Entitlement credited to the Qualifying CREST Shareholder's account in CREST, pursuant to the Excess Application Facility, which is conditional on the Qualifying CREST Shareholder taking up his Basic Entitlement in full and which may be subject to scaleback in accordance with the provisions of this document

"Excess Entitlement(s)"

Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to a Qualifying CREST Shareholder pursuant to the Open Offer as described in Part 4 of this document

"Excess Shares"

the Open Offer Shares or Depositary Interests for which Qualifying CREST Shareholders may apply under the Excess Application Facility in addition to their Basic Entitlement

"Ex-entitlement Date"

the date on which the Existing Shares are marked 'ex' for entitlement under the Open Offer being 9 March 2021

"Existing Shares"

the 63,639,702 Shares (excluding treasury shares) or Depositary Interests (as the context permits) in issue at the date of this document

"ExGen"

ExGen Resources Inc., a body corporate incorporated under the laws of the Province of Alberta, Canada, whose registered office is 1240-1140 West Pender Street Vancouver, British Columbia, Canada, and which is admitted to trading on TSX-V

"FCA"

the Financial Conduct Authority

"Form of Proxy"

the form of proxy for use by Shareholders in connection with the General Meeting, which is enclosed with this document

"FSMA"

Financial Services and Markets Act 2000 (as amended)

"Fundraising"

together, the Placing, the Subscription and Open Offer

"General Meeting"

the general meeting of the Company convened for 2.00 p.m. on 25 March 2021 at which the Resolutions will be proposed, notice of which is set out at the end of this document

"Group"

the Company and its Subsidiaries from time to time

"Honolulu"

Honolulu Copper Corporation, a Utah corporation, whose registered address is 2927 Mokumoa Street, Honolulu, HI 96819, United States of America

"ISIN"

International Securities Identification Number

"Issue Price"

35 pence per New Share

"Joint Brokers"

Brandon Hill, WH Ireland and Panmure Gordon

"Konnex"

Konnex Resources Inc., a British Columbia corporation whose registered address is Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2Z7, Canada

"London Stock Exchange

London Stock Exchange plc

"Mackay"

Mackay LLC, a Nevada limited liability company, whose registered address is 2533 N Carson Street, Carson City, Nevada NV89706, United States of America

"Market Abuse Regulation"

the UK version of the Market Abuse Regulation (Regulation 596/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019

"Member account ID"

the identification code or number attached to any member account in CREST

"Mining Claims"

the Idaho USA mining claims which from time to time comprise the Empire Mine

"Money Laundering Regulations"

the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019

"New Shares"

up to 52,567,518 new Shares or Depositary Interests (as the context permits) to be issued pursuant to the Fundraising (being the Placing Shares, the Subscription Shares and the Open Offer Shares)

"Non-CREST Shareholders"

Shareholders holding Existing Shares which, on the register of members of the Company on the Record Date, are in certificated form

"Notice of General Meeting"

the notice of General Meeting set out at the end of this document

"Open Offer"

the conditional invitation to Qualifying CREST Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions outlined in this document

"Open Offer Entitlements"

entitlements for Qualifying CREST Shareholders to subscribe for Open Offer Shares pursuant to the Basic Entitlement and the Excess Entitlement

"Open Offer Shares"

up to 5,567,518 New Shares or Depositary Interests (as the context permits) to be issued pursuant to the Open Offer

"ordinary resolution"

means a resolution of the Shareholders by a majority of in excess of 50% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted;

"Overseas Shareholders"

a Shareholder with a registered address outside the United Kingdom

"Panmure Gordon"

Panmure Gordon (UK) Limited, a Joint Broker of the Company

"Participant ID"

the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant

"PDMR"

A person discharging managerial responsibilities as defined in article 3(1)(25) of the Market Abuse Regulation

"Placees"

any person who has agreed to subscribe for Placing Shares

"Placing"

the proposed placing by the Company of the Placing Shares at the Issue Price

"Placing and Open Offer Agreement"

the conditional agreement dated 5 March 2021 between the Company, Brandon Hill, WH Ireland and Panmure Gordon in connection with the Fundraising, further details of which are set out in this document

"Placing Shares"

the 35,129,991 New Shares conditionally subscribed for in accordance with the terms of the Placing and Open Offer Agreement

"Plan of Operations"

the detailed project documentation submitted to the relevant US authorities for the purposes of obtaining final permitting (a Record of Decision) for the project to proceed;

"Prospectus Regulation"

the UK version of the EU Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including but, not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019))

"Prospectus Regulation Rules"

the rules and regulations made by the FCA under Part VI of the Financial Services and Markets Act 2000 (as amended from time to time)

"Qualifying CREST Shareholders"

Qualifying Shareholders holding Existing Shares which, on the register of members of the Company on the Record Date, are in uncertificated form in CREST by way of Depositary Interests

"Qualifying Shareholders"

holders of Existing Shares or Depositary Interests other than Shareholders with registered addresses, or who are citizens or residents of, or incorporated in a Restricted Jurisdiction, whose names appear on the register of members of the Company on the Record Date as holders of Existing Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in this document

"Receiving Agent"

Computershare Investor Services PLC or Computershare

"Record Date"

6.00 p.m. on 5 March 2021

"Registrar"

Computershare Investor Services (BVI) Limited or Computershare

"Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

"Resolutions"

the resolutions to be proposed at the General Meeting and set out in the Notice of General Meeting

"Restricted Jurisdictions"

the United States, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing, Subscription or Open Offer would breach any applicable law

"Shareholder"

a holder of Shares or Depositary Interests (as the context permits)

"Shares"

the shares of no par value in the share capital of the Company

"SP Angel" or "Nominated Adviser"

SP Angel Corporate Finance LLP, the Company's Nominated Adviser

"special resolution"

a resolution of the Shareholders approved by a 75 per cent. majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted;

"Subscribers"

all of the Directors of the company and certain other existing and new Shareholders

"Subscription"

the conditional subscription by the Subscribers for the Subscription Shares

"Subscription Letters"

the subscription letters made between the Company and each of the Subscribers

"Subscription Shares"

the 11,870,009 New Shares conditionally subscribed for by the Subscribers at the Issue Price that will be allotted and issued to the Subscribers subject to, inter alia, the passing of the Resolutions and Admission

"Subsidiary"

has the meaning given to it in section 1159 of the UK Companies Act 2006

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"UK Prospectus Amendment Regulations 2019"

the Prospectus (Amendment etc.) (EU Exit) Regulations 2019/1234

"uncertificated" or in "uncertificated form"

a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"US Securities Act"

the United States Securities Act of 1933

"USE"

unmatched stock event

"WH Ireland"

WH Ireland Limited, a Joint Broker of the Company

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

i)  Marcus Edwards-Jones

ii)  Ryan McDermott

iii)  Richard Wilkins

iv)  Roger Turner

v)  Dennis Thomas

vi)  Andre Cohen

vii)  Jason Riley

Reason for the notification

a)

Position/status:

i)  Executive Chairman

ii)  Chief Executive Officer

iii)  Chief Financial Officer

iv)  Chief Technical Officer, Non-Executive Director 

v)  VP Investor Relations, Non-Executive Director 

vi)  Non-Executive Director 

vii)  Non-Executive Director 

b)

Initial notification/Amendment:

Initial notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

Phoenix Copper Limited

b)

LEI:

2138006UWPZAB1A75680

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:

 

Shares of nil par value each

 ISIN: VGG7060R1139

b)

Nature of the transaction:

Subscription in Fundraising

c)

Price(s) and volume(s):

 

Price(s)

Volume(s)

i)  35 pence

ii) 35 pence

iii) 35 pence

iv) 35 pence

v) 35 pence

vi) 35 pence

vii) 35 pence

 

i) 42,857

ii) 42,857

iii) 42,857

iv) 42,857

v) 42,857

vi) 62,857

vii) 14,286

 

 

d)

Aggregated information:

Aggregated volume:

Price:

Aggregate transaction:

Price(s)

Volume(s)

35 pence

291,428

 

 

 

e)

Date of the transaction:

5 March 2021

f)

Place of the transaction:

Outside a trading venue

 

 

 

 

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