REG - Phoenix Copper Ltd - Update on ExGen Carried Interest Agreement

Phoenix CopperAnnouncement

18/12/2024 14:00

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RNS Number : 6249Q  Phoenix Copper Limited  18 December 2024

Phoenix Copper Limited / Ticker: PXC / Sector: Mining

18 December 2024

Phoenix Copper Limited

("Phoenix" or the "Company")

Phoenix and ExGen Announce Updated Carried Interest Agreement

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 announce an update on its agreement of 15 July 2015 (as
subsequently amended) with ExGen Resources Inc (TSX.V: EXG) ("ExGen") and
Konnex Resources Inc. ("Konnex") (the "2015 Agreement").

Phoenix owns 80% of Konnex, the Idaho registered corporate vehicle that owns
and is developing the Empire Open-Pit Project in Custer County, Idaho, USA, to
produce copper, gold and silver (the "Project"), via its wholly owned
subsidiary, KPX Holdings Inc ("KPXH"). ExGen owns the remaining 20% of Konnex.

Following recent discussions, Phoenix, ExGen, Konnex and KPXH have signed a
further amendment to the 2015 Agreement to include a carried interest
arrangement, which simplifies the obligations of Phoenix and ExGen in relation
to the Project (the "2024 Amendment"). Under the 2024 Amendment:

·      Phoenix will no longer be required to make an annual payment to
ExGen, or meet a minimum required annual spend on the Project;

·      Phoenix will no longer need to provide ExGen with a bankable
feasibility study before requiring ExGen to fund 20% of the Project's
construction costs; and

·      Phoenix intends to fund ExGen's contribution to the Project's
construction costs through a shareholder loan, which will be provided directly
to Konnex. It is intended that the loan, plus interest, will be repaid to
Phoenix from ExGen's share of the Project's future cash flows. Further details
of this shareholder loan, including quantum and key terms, will be announced
once agreed between the parties and funding has been finalised by Phoenix.

In addition, Phoenix will retain its Honolulu royalty and mining claims and
Mackay royalty, as acquired and announced on 27 October 2021. Any further
royalties or mining claims that are acquired in the future, by either Phoenix
or KPXH, will be offered for transfer to Konnex in accordance with the terms
of the 2015 Agreement and this 2024 Amendment.

Ryan McDermott, Chief Executive Officer, commented: "I am pleased to have
reached an agreement with our partners at ExGen that significantly simplifies
our relationship, and enables the construction of the Empire Open-Pit to be
funded by one co-ordinated shareholder loan managed by Phoenix, rather than
two shareholder loans on potentially different terms. Both parties look
forward to working together to bring the Project into profitable production as
soon as possible and I look forward to providing our shareholders with further
updates in due course."

Related Party Transaction

Konnex is a subsidiary of the Company and the Executive Directors of Phoenix
and Jason Riley are also Directors of Konnex. Jason Riley is also CEO of
ExGen. As such, the 2024 Amendment constitutes a related party transaction for
the purposes of AIM Rule 13.

Catherine Evans, a Non-Executive Director of Phoenix who is deemed independent
for the purposes of AIM Rule 13, considers having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the 2024
Amendment is fair and reasonable in so far as the Company's shareholders are
concerned.

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.

Environmental, Social, and Corporate Governance

Phoenix is committed to meeting and exceeding the environmental standards
required by law as a core value of the Company. The baseline environmental
data collected to date will be used to further the permitting process, but as
importantly, will be used as the building blocks for the Company's ongoing
Environmental, Social, and Corporate Governance ("ESG") platform, overseen by
the Company's ESG & Sustainability Committee.

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

 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 / Caroline Rowe / 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 / Kieron Hodgson                     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 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)

 

 

 

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