REG - Phoenix Copper Ltd - Result of Placing and Subscription

Phoenix CopperAnnouncement

26/01/2024 12:15

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RNS Number : 0953B  Phoenix Copper Limited  26 January 2024

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
(https://phoenixcopperlimited.com/)

 

Contacts

 

 Phoenix Copper Limited                                            Ryan McDermott                                        Tel: +1 208 954 7039

                                                                   Brittany Lock                                         Tel: +1 208 794 8033

                                                                   Richard Wilkins                                       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

(Financial PR)

 

 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  Issue of Subscription Shares

      Identification code

                                                                   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)    11.5 pence      1)    140,582

                                                                   2)    11.5 pence      2)    140,582

                                                                   3)    11.5 pence      3)    140,582

                                                                   4)    11.5 pence      4)    50,000

                                                                   5)    11.5 pence      5)    25,000

                                                                   6)    11.5 pence      6)    25,000

 d)   Aggregated information                                        Price(s)   Volume(s)

                                                            11.5 pence   521,746
      - Aggregated volume

      - Price
 e)   Date of the transaction                                      26 January 2024
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

  Price(s)   Volume(s)
 11.5 pence   521,746

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

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