REG - Phoenix Copper Ltd - Retail Offer

Phoenix CopperAnnouncement

26/01/2024 07:15

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RNS Number : 9840A  Phoenix Copper Limited  26 January 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN PHOENIX COPPER LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION.
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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION.

 

26 January 2024

Phoenix Copper Limited

('Phoenix' or the 'Company')

Retail Offer

Phoenix Copper Ltd (the "Company") (AIM: PXC, OTCQX: PXCLY), the AIM-quoted
USA-focused base and precious metals emerging producer and exploration
company, refers to its announcement earlier today and is pleased to announce a
retail offer via BookBuild (the "Retail Offer") of new ordinary shares of no
par value each in the capital of the Company (the "Retail Offer Shares") up to
the value of £200,000 at an issue price of 11.5 pence per Retail Offer Share
(the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a placing
("Placing") of new ordinary shares (the "Placing Shares") alongside a direct
subscription (the "Subscription") of new ordinary shares (the "Subscription
Shares" and together with the Placing Shares and Retail Offer Shares, the "New
Ordinary Shares") at the Issue Price (the Placing, together with the
Subscription and Retail Offer, being referred to as the "Fundraise").

A separate announcement has been made regarding the Placing and its terms and
conditions as well as the Subscription, which sets out the reasons for the
Fundraise.  The proceeds of the Retail Offer will be utilised in the same way
as the proceeds of the Placing and the Subscription. For the avoidance of
doubt, the Retail Offer is not part of the Placing or the Subscription.

The Retail Offer is conditional on completion of the Placing and the
Subscription, and the Retail Offer Shares being admitted to trading on the
AIM market operated by the London Stock Exchange  ("Admission"). Admission of
the Retail Offer Shares is expected to take place at 8.00 a.m. on or around 6
February 2024. Completion of the Retail Offer is conditional upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the Retail Offer or the Subscription.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                             7.01 a.m. on 26 January 2024
 Latest time and date for commitments under the Retail Offer    4:35 p.m. on 31 January 2024
 Results of the Retail Offer announced                          On or around 31 January 2024
 Admission and dealings in the Retail Offer Shares commence at  8:00 a.m. on or around 6 February 2024

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         PXC
 ISIN for the Ordinary Shares   VGG7060R1139
 SEDOL for the Ordinary Shares  BG0NY31

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors. Given the support of retail
shareholders, the Company believes that it is appropriate to provide its
existing retail shareholders in the United Kingdom the opportunity to
participate in the Retail Offer.

The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following
website: https://www.bookbuild.live/deals/XQ28EQ/authorised-intermediaries
(https://www.bookbuild.live/deals/XQ28EQ/authorised-intermediaries)

Panmure Gordon (UK) Limited will be acting as retail offer coordinator in
relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom
at 7:01 a.m. on 26 January 2024. The Retail Offer is expected to close
at 4:35 p.m. on 31 January 2024. Investors should note that financial
intermediaries may have earlier closing times. The Retail Offer may close
early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, spreadbets and/or similar derivative instruments in
relation to shares in the Company are not eligible to participate in the
Retail Offer.

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £200,000.00. The exemption from the requirement to
publish a prospectus, set out in section 86(1)(e) of the Financial Services
and Markets Act 2000 (as amended), will apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the AIM Rules for Companies,
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules
and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following
website: https://www.bookbuild.live/deals/XQ28EQ/authorised-intermediaries
(https://www.bookbuild.live/deals/XQ28EQ/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

For further information, please contact:

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                          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)

 

Notes

 

Phoenix Copper Limited is a USA focused, base and precious metals emerging
producer and exploration company, initially targeting copper, gold, silver and
zinc production from an open pit mine.

 

Phoenix's primary operations are focused near Mackay, Idaho in the Alder
Creek mining district, at the 80% owned Empire Mine property, which
historically produced copper at grades of up to 8%, as well as gold, silver,
zinc and tungsten, from an underground mine.

 

Since 2017, Phoenix has carried out extensive drill programmes which have
defined a NI 43-101 completed PEA (preliminary economic assessment) for an
open pit heap leach solvent extraction and electrowinning ("SX-EW") mine,
which was updated in October 2020. From the 2020 PEA, the measured and
indicated resource is 22,909,059 tonnes at an average grade of 0.38% copper,
0.324 grammes per tonne ("g/t") gold, 10.3 g/t silver, and 0.19% zinc. The
contained metal for the measured and indicated resource is 87,543 tonnes of
copper, 238,406 ounces of gold, 7,595,198 ounces of silver and 43,871 tonnes
of zinc.

 

In addition to Empire, the district includes the historic Horseshoe, White
Knob and Blue Bird Mines, past producers of copper, gold, silver, zinc, lead
and tungsten from underground mines. A new discovery at Red Star, 330 metres
northwest of the Empire Mine proposed open pit, has revealed high grade
silver / lead sulphide ore, and from three shallow exploration drill holes a
maiden inferred resource of 103,000 tonnes containing 173.4 g/t silver, 0.85
g/t gold and 3.85% lead (1.6 million ounces silver equivalent) was reported in
an NI 43-101 technical report published in May 2019. Additionally, the
district includes Navarre Creek, a volcanic hosted precious metals target in
a 16.09 sq km area. The Company's total land package at Empire comprises 8,434
acres (34.13 sq kms).

 

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. The stated aim of the
Company is to fund this phased exploration through free cashflow generated by
its initial mine. A Plan of Operations in respect of the initial open pit mine
was filed with the relevant regulatory authorities in June 2021.

 

Phoenix also has two wholly owned cobalt properties on the Idaho Cobalt Belt
to the north of Empire. An Earn-In Agreement has been signed with Electra
Battery Materials, Toronto, in respect of one of those 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://phoenixcopperlimited.com/)

The Company's LEI is 2138006UWPZAB1A75680.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, New Zealand, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation, warranty or other assurance, express
or implied, is made or given by or on behalf of the Company, Panmure Gordon
(UK) limited ("Panmure Gordon"), W H Ireland Limited ("WH Ireland"), SP Angel
Corporate Finance LLP ("SP Angel") or any of their respective directors,
officers, partners, employees, agents or advisers or any other person as to
the accuracy or completeness of the information or opinions contained in this
announcement and no responsibility or liability is accepted by any of them for
any such information or opinions or for any errors, omissions or
misstatements, negligence or otherwise in this announcement.

Each of Panmure Gordon, W H Ireland and SP Angel is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its client in
relation to the Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
providing advice in connection with the Retail Offer, Admission and the other
arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar meaning,
reflect the current beliefs and expectations of the directors of the Company
and involve known and unknown risks, uncertainties and assumptions, many of
which are outside the Company's control and difficult to predict, that could
cause actual results and performance to differ materially from any expected
future results or performance expressed or implied by the forward-looking
statement. They appear in a number of places throughout this announcement and
include statements regarding the Company's and the directors' intentions,
beliefs or current expectations concerning, amongst other things, the
Company's prospects, growth and strategy, planned work at the Company's
projects and the expected results of such work, mineral grades and mineral
reserve and resource estimates. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. The information
contained in this announcement speaks only as of the date of this announcement
and is subject to change without notice and none of the Company, Panmure
Gordon, WH Ireland or any of their respective associates, directors, officers
or advisers assume any responsibility or obligation to, and does not intend
to, update or revise publicly or review any of the information contained to
this announcement, whether as a result of new information, future events or
otherwise, except to the extent required by the FCA, the London Stock Exchange
or by applicable law.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the AIM market of
the London Stock Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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