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.
Phoenix Copper Limited
("Phoenix" or the "Company")
Result of Placing and Subscription
Director / PDMR Shareholding
Phoenix Copper Ltd (AIM: PXC, OTCQX: PXCLY) is pleased to announce that further to its announcement at 7.00 a.m. (the "Launch Announcement"), the Bookbuild has now closed and the Company has conditionally raised approximately £2.7 million in aggregate (before expenses) through the placing of 14,130,434 Placing Shares at the Issue Price, being 11.5 pence per new Ordinary Share, and a subscription of 9,000,004 Subscription Shares at the Issue Price. The original fundraise target was increased due to additional investor demand.
In addition to the Placing and Subscription, the Company is also providing retail investors with the opportunity to subscribe for an aggregate of up to 1,739,130 Retail Offer Shares at the Issue Price via the Bookbuild platform, to raise up to approximately £0.2 million (before expenses). The Retail Offer is due to close at 4.35pm on or around 31 January 2024 and the results of the Retail Offer will be announced separately thereafter.
The Placing is subject to the conditions set out in the Launch Announcement.
Use of Proceeds and working capital
As set out in the Launch Announcement, the net proceeds of the Fundraise will be used to progress the purchase of the Equipment (including taxes and shipping) and for general working capital purposes. In the unlikely event that the purchase of the Equipment does not complete, all funds will be applied for general working capital purposes and to progress the work at the Company's Empire Open Pit Mine in Idaho.
In addition to the Fundraise, and as previously announced on 5 January 2024, the Company remains in advanced discussions with a number of interested bond investors in relation to the Company's proposed corporate copper bond financing which is intended to finance construction of the Empire Open-Pit Mine in Idaho, USA (the "Bond Financing"). Furthermore, with respect to its $2 million short-term loan facility (the "Facility"), the lender has agreed to waive its conversion rights for one month from 25 January 2024, whilst the Company remains in negotiations with the lender to roll the Facility into a new and larger facility before the repayment date of 23 March 2024. The Directors remain confident that the Bond Financing will be closed and that the Facility will be rolled into a new and larger facility. At this stage, however, there can be no certainty that the Company will receive the Bond Financing or that the Facility will be rolled into a new facility.
In the event that the Bond Financing does not complete and a new facility is not put in place before 23 March 2024, the Company will be required to seek alternative sources of funding to fund the future working capital and capex requirements of the Company, and to repay the Facility. Further announcements relating to the Bond Financing and the Facility will be made as appropriate.
Director / PDMR participation in the Fundraise
The Company has been notified of the following subscriptions by directors and advisory board members of the Company:
| Name | Role | Ordinary Shares Subscribed for in the Subscription | Original holding prior to the Placing and Subscription | Total Holding after completion of the Placing and Subscription | Percentage holding of the enlarged share capital after the completion of the Placing and Subscription |
| Marcus Edwards-Jones | Executive Chairman | 140,582
| 1,220,882 | 1,361,464 | 0.9% |
| Ryan McDermott | Chief Executive Officer | 140,582
| 465,847 | 606,429 | 0.4% |
| Richard Wilkins | Chief Financial Officer | 140,582
| 854,343 | 994,925 | 0.7% |
| Andre Cohen | Non-Executive Director | 50,000 | 592,452 | 642,452 | 0.4% |
| Harry Kenyon-Slaney | Advisory board member | 25,000 | 142,857 | 167,857 | 0.1 % |
| Dennis Thomas | Advisory board member | 25,000 | 1,458,303 | 1,483,303 | 1.0% |
In addition, Martin Hughes has subscribed for 2,608,696 Ordinary Shares in the Placing and will therefore hold 16,224,943 Ordinary Shares in the Company following completion of the Placing and Subscription, representing approximately 10.9 per cent. of the Company.
Related Party Transactions
As Marcus Edwards-Jones, Ryan McDermott, Richard Wilkins and Andre Cohen are directors of the Company, their participation in the Fundraise constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. The Directors independent of the Fundraise, being Catherine Evans and Jason Riley, consider having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of their participation in the Fundraise is fair and reasonable in so far as shareholders are concerned.
As Martin Hughes is a substantial shareholder of the Company, his participation in the Fundraise constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. The Directors independent of the Fundraise, being Catherine Evans and Jason Riley, consider having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the terms of his participation in the Fundraise is fair and reasonable in so far as shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the Placing Shares and Subscription Shares (a total of 23,130,438 new Ordinary Shares) to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares will commence on AIM at 8.00 a.m. on or around 1 February 2024 (or such later date as may be agreed between the Company and WHI, but no later than 29 February 2024) (the "Admission")
The Placing Shares and Subscription Shares, will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.
On Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 148,059,060 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.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Launch Announcement.
For further information please visit https://phoenixcopperlimited.com
Contacts
| Phoenix Copper Limited | Ryan McDermott Brittany Lock Richard Wilkins | Tel: +1 208 954 7039 Tel: +1 208 794 8033 Tel: +44 7590 216 657
|
| SP Angel Corporate Finance LLP (Nominated Adviser) | David Hignell / Caroline Rowe / Kasia Brzozowska
| Tel: +44 20 3470 0470 |
| Tavira Financial Limited (Joint Broker) | Jonathan Evans / Oliver Stansfield
| Tel: +44 20 7100 5100 |
| WH Ireland (Joint Broker and Joint Bookrunner)
| Harry Ansell / Katy Mitchell / Isaac Hooper | Tel: +44 20 7220 1666 |
| Panmure Gordon (UK) Limited (Joint Broker and Joint Bookrunner)
| Mark Murphy / Will Goode / Joseph Tan | Tel: +44 20 7886 2500 |
| EAS Advisors (US Corporate Adviser)
| Matt Bonner / Rogier de la Rambelje | Tel: +1 (646) 495-2225 |
| BlytheRay | Tim Blythe / Megan Ray | Tel: +44 20 7138 3204 |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1) Marcus Edwards-Jones 2) Ryan McDermott 3) Richard Wilkins 4) Andre Cohen 5) Harry Kenyon-Slaney 6) Dennis Thomas
| ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 1) Executive Chairman 2) Chief Executive Officer 3) Chief Financial Officer 4) Non-Executive Director 5) Advisory board member 6) Advisory board member | ||||
| 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 Ltd | ||||
| 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 | Issue of Subscription Shares
ISIN: VGG7060R1139
| ||||
| b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraise | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 26 January 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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