REG - Phoenix Copper Ltd - LOI for proposed placement of $75m Copper Bonds

Phoenix CopperAnnouncement

12/06/2025 07:00

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RNS Number : 4558M  Phoenix Copper Limited  12 June 2025

Phoenix Copper Limited / Ticker: PXC / Sector: Mining

12 June 2025

Phoenix Copper Limited

("Phoenix" or the "Company")

Letter of Intent for proposed placement of $75 million Corporate Copper Bonds

Partial conversion of short-term loan

 

Phoenix Copper Limited (AIM: PXC; OTCQX ADR: PXCLY), the AIM quoted, USA
focused base and precious metals emerging producer and exploration company, is
pleased to confirm that, further to its announcement on 14 November 2024, it
has signed a Letter of Intent ("LOI") with an accredited US based investor
(the "Investor") to subscribe for $75 million of the Company's listed, secured
floating rate minimum 8.5% corporate copper bonds due 2029-2033 (the "Bonds").

Pursuant to the LOI, which is non-binding and subject to any further due
diligence that may be required, placement of the Bonds is subject to the
preparation and execution of definitive legal documentation, including the
Bonds subscription letter. Phoenix expects the Bonds to be drawn down in three
tranches: $30 million on execution of the legal documentation (the "First
Tranche"), followed by two further tranches of amounts and on dates to be
mutually agreed between Phoenix and the Investor (the "Bonds Drawdown") in due
course.

The LOI also provides for the issue to the Investor of a preference share of
no par value convertible at £0.05 per share into 25 million new ordinary
shares of no par value, currently representing approximately 10.5% of the
enlarged outstanding share capital of the Company, at any time between 1
September 2025 and 30 June 2028. The conversion rights will vest pro-rata to
the Bonds Drawdown.

The Investor will also be allocated one board seat on the Company's Board,
following payment of the First Tranche. The appointment of any director will
be subject to the usual suitability assessment and other criteria.

Although the Directors are confident that any remaining due diligence will be
completed in a timely manner and that the definitive legal documentation will
be executed, there can be no certainty that the Bonds will be placed with the
Investor. The Company looks forward to providing shareholders with further
updates as appropriate.

Richard Wilkins, Chief Financial Officer of Phoenix, commented: "We have been
in discussions with the Investor for a number of months, and we look forward
to completing the appropriate legal documentation and welcoming the Investor
on board as both a Bondholder and, through the proposed conversion of the
preference share, a shareholder.

"This proposed placement of Bonds will provide the Company with the cash
resources to complete construction of the Empire open-pit copper, gold and
silver mine in Idaho, USA and proceed into production, as well as commencing
an underground drilling programme on the Empire sulphide vein system, by way
of driving an initial adit to the known high-grade (8.38% copper) zone."

 

Partial conversion of short-term loan

The Company also reports that its short-term loan provider 1  has converted
$176,585 of outstanding principal into 4,853,208 new ordinary shares in the
Company (the "New Ordinary Shares") at a price of 2.82 pence per ordinary
share (the "Partial Loan Conversion").

Application has been made for the New Ordinary Shares, which rank pari
passu with the existing ordinary shares of no par value ("Ordinary Shares")
in issue, to be admitted to trading on AIM ("Admission"). It is expected that
Admission will become effective and dealings will occur at 8:00am UK time on
or around 18 June 2025.

Following the Partial Loan Conversion, the Company has 212,037,300 Ordinary
Shares outstanding. Shareholders may use this number as the denominator for
the calculation by which they will determine if they are required to notify
their interest in, or a change to their interest in, the issued share capital
of the Company.

Market Abuse Regulation (MAR) Disclosure

The Company deems the information contained within this announcement to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014, which has been incorporated into UK law by the European
Union (Withdrawal) Act 2018. Upon the publication of this announcement via
the Regulatory Information Service, this inside information is now considered
to be in the public domain.

For further information please visit  https://phoenixcopperlimited.com
(https://phoenixcopperlimited.com/) .

 

Contacts

 Phoenix Copper Limited                               Ryan McDermott                                Tel: +1 208 9547039

                                                      Paul de Gruchy                                Tel: +44 7484 203 720

                                                      Richard Wilkins                               Tel: +44 7590 216 657
 SP Angel Corporate Finance LLP (Nominated Adviser)   David Hignell / Jen Clarke / Devik Mehta      Tel: +44 20 3470 0470
 Tavira Financial Limited (Joint Broker)              Jonathan Evans / Oliver Stansfield            Tel: +44 20 7100 5100
 Zeus Capital Limited (Joint Broker)                  Harry Ansell / Katy Mitchell                  Tel: +44 20 7220 1666
 Panmure Liberum (UK) Limited (Joint Broker)          Mark Murphy                                   Tel: +44 20 7886 2500
 BlytheRay                                            Tim Blythe / Megan Ray                        Tel: +44 20 7138 3204

 (Financial PR)

 

Notes

Phoenix Copper Limited is an emerging producer and exploration company
specialising in base and precious metals, with an initial focus on copper,
gold, and silver extraction from an open-pit mining operation within the
United States.

Located in the historic Alder Creek mining district near Mackay,
Idaho, Phoenix's flagship asset is the Empire Mine, in which the Company
holds an 80% ownership stake. The historic Empire underground mine, located
beneath the surface of the Company's proposed open pit, boasts a rich history
of producing high-grade copper, gold, silver, zinc, and tungsten.

Since 2017, Phoenix has executed extensive drilling initiatives, resulting
in an expansion of the Empire Open-Pit resource by over 200%. In May
2024 the Company published its inaugural mineral reserve statement for
the Empire Open-Pit Mine. Proven and Probable mineral reserves are 10.1
million tonnes containing 109,487,970 lbs of copper, 104,000 oz of gold and
4,654,400 oz of silver. This reserve was estimated using assay data from 485
drill holes, extensive geological modelling, metallurgical recovery test work,
geotechnical evaluation, and mine design. The reserve represents a combined
66,467 tonnes of copper equivalent metal.

In addition to the Empire Mine, Phoenix's holdings in the district also
encompass the Horseshoe, White Knob, and Blue Bird Mines, all of which have
been producers of copper, gold, silver, zinc, lead, and tungsten from
underground operations, a new high-grade silver and lead orebody at Red Star,
and the Navarre Creek gold exploration project, which was first drilled in
2023. The Company's land package at Empire spans 8,434 acres (34 sq km).

Phoenix also owns two cobalt properties situated along the Idaho Cobalt Belt
to the north of Empire. An Earn-In Agreement has been established concerning
one of these properties.

Phoenix is listed on London's AIM (PXC), and trades on New York's OTCQX
Market (PXCLF and PXCLY (ADRs)). More details on the Company, its assets and
its objectives can be found on PXC's website
at  https://phoenixcopperlimited.com/
(https://nam11.safelinks.protection.outlook.com/?url=https%3A%2F%2Fphoenixcopperlimited.com%2F&data=05%7C02%7Cpaul.degruchy%40phoenixcopper.com%7Cd3c94638cd2a404fd97908dc4457be72%7C0ab43313efbd470e8b202b53ae10513d%7C0%7C0%7C638460390942473879%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=zDJLf9dFwaNJhQmfkjPJtPnIxiqtCJb%2F1IuX1s1r7kQ%3D&reserved=0)

 

 

 

 

 

 1  The Terms of the Company's short term loan were initially announced on 24
March 2023. Further updates were provided in the Company's announcements dated
19 February 2024 and 4 March 2024.

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