TIDMPXC
RNS Number : 2594R
Phoenix Copper Limited
05 March 2021
Phoenix Copper Limited / Ticker: PXC / Sector: Mining
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
.
5 March 2021
Phoenix Copper Limited
(the "Company" or "Phoenix")
Placing and Subscription to raise GBP16.45 million
and Open Offer
Notice of Meeting
PDMR Dealings
Placing and Subscription to raise GBP16.45 million, and Open
Offer to raise up to GBP1.95 million (together the
"Fundraising")
Phoenix Copper Limited (AIM: PXC; OTCQX: PXCLF), the AIM quoted
North American focused base and precious metals exploration and
development company, is pleased to announce that it has raised a
total of GBP12.30 million in aggregate before costs (the
"Placing"), through the Placing of 35,129,991 new Shares (the
"Placing Shares") at an issue price of 35 pence per share ("Issue
Price"). The Company is also pleased to announce a direct
subscription with the Company for 11,870,009 new Shares (the
"Subscription Shares") (the "Subscription"), raising GBP4.15
million. In aggregate, the gross quantum of funds raised through
the Placing Shares and the Subscription Shares will be GBP16.45
million.
In addition, in order to provide Qualifying Shareholders
(defined below) with an opportunity to participate in the
Fundraising at the Issue Price, Qualifying Shareholders may
subscribe for new Shares (the "Open Offer Shares"), to raise up to
a further GBP1.95 million (before expenses) for the Company (the
"Open Offer"). Shareholders subscribing for their full Basic
Entitlement (defined below) under the Open Offer may also request
additional Open Offer Shares through an Excess Application Facility
(defined below).
Purpose of the Fundraising and Use of Proceeds
The Fundraising will primarily fund the development of the
Empire Mine. The Directors intend to use the net proceeds of the
Fundraising for:
-- Ongoing development of the Empire Mine open pit 'starter'
project to produce copper, zinc, gold and silver, including mine
optimisation, pre-construction and process engineering,
metallurgical test work, and the preparation of the Plan of
Operations and related reclamation plan;
-- Ongoing exploration of the Red Star high grade silver-lead
deposit, and the Navarre Creek gold project, with magnetic surveys
and geochemical work planned for both properties, as well as
drilling programmes on both properties as a prelude to further
resource calculations;
-- Initial drilling into the deeper historically mined
underground sulphide deposit below the Empire Mine open pit;
and
-- Additional working capital for the Group as a whole, to
include the repayment of the recently announced GBP2 million debt
facility.
Completion of the Fundraising is conditional, inter alia, upon
the approval by Shareholders of the resolutions to be proposed at a
General Meeting which is expected to be convened and held on 25
March 2021 at 2.00 p.m., and upon Admission occurring.
Marcus Edwards-Jones, Chairman, commented:
"Following the results of the updated economic model for the
Empire Mine's open pit 'starter' project last month, the proceeds
of the Fundraising will be used to continue the development of the
open pit project whilst the Company negotiates the terms of the
pre-production finance. Specifically the funds will be used for
ongoing mine optimisation and pre-construction engineering, ongoing
process engineering and metallurgical test work, and the
preparation of the Plan of Operations and related reclamation
plan.
The Company also intends to pursue ongoing exploration at both
the Red Star high grade silver- lead deposit just north of the
Empire open pit area, and the recently staked Navarre Creek gold
project, which geologically has similarities to the volcanic hosted
gold deposits on the Carlin trend in Nevada. This ongoing
exploration will include magnetic surveys and geochemical work on
both properties, as well as drilling programmes on both properties
targeted to commence in Q3 of 2021, with a view to adding to our
maiden Inferred resource at Red Star, and generating an initial
resource at Navarre Creek. In addition the Company is planning to
commence an initial drilling programme into the deeper high grade
underground sulphide deposit, which was historically mined at head
grades of between 6-8% copper from 1902 to 1942.
The balance of the Fundraising will be used to repay the
recently announced GBP2 million loan facility and will also provide
the Group with additional working capital.
We are grateful for the support we have received from both new
and existing shareholders and the Directors believe this
Fundraising provides the Company with a clear line of sight to
production and cash flow, without the need for further equity
raises in the foreseeable future. With that in mind we are
delighted to be able to offer this Fundraising to our existing
shareholder base by way of an Open Offer on the same terms as those
offered to institutional and other investors in the Fundraising,
and we hope as many of our shareholders as possible will
participate. "
The Placing
GBP12.30 million has been raised by way of a conditional Placing
for 35,129,991 Placing Shares at a price of 35 pence per share. The
Issue Price represents a discount of approximately 14.6 per cent.
to the closing price on 4 March 2021. The Company will also grant a
total of 2,081,031 warrants, 1,756,500 of which will be awarded to
the Joint Brokers, exercisable at 38.5 pence per Share and valid
until 31 March 2024 (the "Warrants").
Panmure Gordon, WH Ireland and Brandon Hill are each acting as
joint broker and SP Angel are acting as nominated adviser, in
connection with the Placing. The Placing and Subscription are not
subject to clawback and are not part of the Open Offer.
Subscription
Concurrent with the Placing, the Company has also raised GBP4.15
million by way of a direct Subscription for 11,870,009 Subscription
Shares at the Issuer Price. Certain directors have conditionally
agreed to subscribe for 291,428 Subscription Shares in aggregate at
the Issue Price as set out below:
Director No. of Shares Subscription No. of Shares % interest
held as at amount held immediately in Shares
date of this following immediately
announcement Admission following
Admission
Marcus Edwards-Jones 1,000,000 42,857 1,042,857 0.90%
-------------- ------------- ------------------ -------------
Ryan McDermott 399,303 42,857 442,160 0.38%
-------------- ------------- ------------------ -------------
Richard Wilkins 780,799 42,857 823,656 0.71%
-------------- ------------- ------------------ -------------
Roger Turner 1,419,365 42,857 1,462,222 1.26%
-------------- ------------- ------------------ -------------
Dennis Thomas 1,377,095 42,857 1,419,952 1.22%
-------------- ------------- ------------------ -------------
Andre Cohen 442,809 62,857 505,666 0.44%
-------------- ------------- ------------------ -------------
Jason Riley 23,333 14,286 37,619 0.03%
-------------- ------------- ------------------ -------------
The Placing Shares and Subscription Shares are not subject to
clawback and are not part of the Open Offer. Shareholders who
participate in the Subscription have agreed not to participate in
the Open Offer.
Related Party Transaction
The Directors are "related parties" pursuant to the AIM Rules
for Companies.
The participation of the Directors (the "Related Parties") in
the Fundraise constitutes a related party transaction in accordance
with AIM Rule 13. There being no independent directors of the
Fundraise, the Company's Nominated Adviser, SP Angel, considers
that the terms of the Related Parties' participation in the
Fundraise are fair and reasonable insofar as the Shareholders are
concerned.
Open Offer
The Company proposes to raise up to GBP1.95 million by way of an
open offer of up to 5,567,518 Open Offer Shares to eligible
shareholders of the Company at the Issue Price. Each Qualifying
Shareholder's Basic Entitlement has been calculated on the
following basis:
1 Open Offer Share for every 10 existing Shares held by a
Qualifying CREST Shareholder at the Record Date.
Shareholders subscribing for their full Basic Entitlement under
the Open Offer may also request additional Open Offer Shares as an
Excess Entitlement, up to the total number of Open Offer Shares
available to Qualifying CREST Shareholders under the Open Offer.
The Open Offer is not underwritten.
Further details of the Open Offer, including the terms and
conditions, will be made available to Shareholders separately in
the circular to be published by the Company in connection with the
Fundraising.
The Fundraising is conditional, inter alia, on the passing of
the Resolutions by Shareholders at the General Meeting, which is to
be held by webinar at 2.00 p.m. on 25 March 2021.
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing. The Placing is not conditional
on either the Subscription or the Open Offer.
The expected timetable for the Open Offer is set out in Appendix
I below. The terms and conditions of the Open Offer, including the
Excess Application Facility, will be set out in the circular to be
sent to shareholders.
Circular, General Meeting and Admission
A circular, including further details of the Open Offer will be
dispatched on or around 9 March 2021 to Qualifying Shareholders and
will also be made available on the Company's website following the
posting of the circular at
https://phoenixcopperlimited.com/corporate-documents . The circular
also contains a Notice of General Meeting which is being convened
for 2.00 p.m. on 25 March 2021 as the issue of the Placing Shares,
the Subscription Shares and the Open Offer Shares are conditional,
inter alia, on shareholder approval and on Admission.
It is expected that Admission will become effective on or around
26 March 2021 and that dealings for normal settlement in the
Placing Shares will commence at 8.00 a.m. on or around 26 March
2021. The New Shares will be issued credited as fully paid and
will, on issue, be identical to and rank pari passu in all respects
with the Existing Shares (other than treasury shares which are
non-voting and do not qualify for dividends), including the right
to receive all dividends and other distributions thereafter
declared, made or paid on the Enlarged Share Capital following the
date of Admission. Upon Admission, assuming full take up of the
Open Offer, the Enlarged Share Capital will consist of 116,207,220
Shares.
The Fundraising summary above should be read in conjunction with
the further details of the Placing, Subscription and Open Offer
which are set out in Appendix I to this Announcement. The
capitalised terms used in this Announcement have the meaning set
out in Appendix I to this Announcement.
Appointment of Joint Broker
The Company is pleased to announce that it has appointed Panmure
Gordon as Joint Broker, with immediate effect, alongside WH Ireland
and Brandon Hill who are Joint Brokers and SP Angel who is
Nominated Adviser to the Company.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
For further information please visit
https://phoenixcopperlimited.com or contact:
Phoenix Copper Ryan McDermott Tel: +1 208
Limited Dennis Thomas 954 7039
Richard Wilkins Tel: +44 7827
290 849
Tel: +44 7590
216 657
SP Angel David Hignell / Caroline Tel: +44 20
(Nominated Adviser) Rowe 3470 0470
----------------------------------- ---------------
Brandon Hill Jonathan Evans / Oliver Stansfield Tel: +44 20
Capital Limited 3463 5000
(Joint Broker)
----------------------------------- ---------------
WH Ireland Limited Harry Ansell / Adam Pollock Tel: +44 207
(Joint Broker) / Katy Mitchell 2201666
----------------------------------- ---------------
Panmure Gordon John Prior / Hugh Rich / Tel: +44 20
(UK) Limited Ailsa Macmaster 7886 2500
(Joint Broker)
----------------------------------- ---------------
Blytheweigh Tim Blythe / Megan Ray Tel: +44 20
(Financial PR) 7138 3204
----------------------------------- ---------------
Notes
Phoenix Copper Limited is a North American focused, base and
precious metal emerging producer and exploration company, which has
carried out a drilling programme and generated a copper, gold,
silver and zinc resource on which it is carrying out a feasibility
study to bring the historically producing Empire Mine in Idaho,
USA, back into production. It is also evaluating the silver and
gold resources around three other past producing mines within the
23 km(2) Empire claims block as well as cobalt in two claims blocks
north of Empire in Idaho.
Phoenix's primary operations are focused near Mackay, Idaho in
the Alder Creek mining district. This district includes the
historical Empire, Horseshoe, White Knob and Blue Bird Mines, past
producers of copper, gold, silver, zinc, lead and tungsten from
underground mines in the first half of the twentieth century.
Additionally, the district includes Navarre Creek a Carlin-trend
gold discovery which hosts a 6.1 km gold strike length within a 9.8
km(2) area.
Phoenix acquired an 80% interest in the historical Empire Mine
property in 2017 and, based on a total of 320 drill holes, an oxide
resource was completed in late 2017. A NI 43-101 compliant PEA
(preliminary economic assessment) for an open pit heap leach
solvent extraction and electrowinning ("SX-EW") mine was completed
in April 2018. In 2018 a further 8,600 metres in 93 holes was
completed to upgrade the oxide resources, provide samples for
ongoing metallurgical test work, geotechnical and hydrological
studies and condemnation drilling for the heap leach pad site,
waste dump and plant site. An updated NI 43-101 compliant resource
was completed in early May 2020 and October 2020 for all metals.
Present contained metal in all NI 43-101 compliant categories of
resources, measured, indicated and inferred, stand at 355,523
ounces of gold, 129,641 tonnes of copper, 10,133,772 ounces of
silver and 58,440 tonnes of zinc. Following the latest NI 43-101
compliant resource, Phoenix updated its economic model in February
2021 to include the processing of all contained metals through a
two phased approach.
Since acquiring the Empire project, Phoenix has increased the
claim area from 818 acres to 5,717 acres, mainly to the northwest
and west, and in so doing has increased the potential for
additional oxide and sulphide copper resources, as well as the
potential for stand-alone gold and silver resources, along a strike
length of approximately 5.4 km towards the other brownfield mines
of the Horseshoe, White Knob and Blue Bird Mines now within the
property boundary. In particular, a new discovery at Red Star, 330
metres north west of the Empire Mine proposed open pit, has
revealed sulphide ore and from three shallow exploration drill
holes a NI 43-101 compliant maiden resource of 1.6 million silver
equivalent ounces was reported.
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.
More details on the Company, its assets and its objectives can
be found on PXC's website at https://phoenixcopperlimited.com
IMPORTANT NOTICE
THIS ANNOUNCEMENT , INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES
OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT
CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO
PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF
FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE,
OBTAINED FROM THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE
BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING
SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE,
REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE
PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER
THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO
HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A
COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE
TAKING ANY ACTION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY, WH IRELAND LIMITED, BRANDON HILL CAPITAL LIMITED AND
PANMURE GORDON (UK) LIMITED ("JOINT BROKERS") OR ANY OF THEIR
RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR
OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER
THAN THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN
DRAWN ARE REQUIRED BY THE COMPANY AND THE JOINT BROKERS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMINC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (EU) 2017/1129 ("EU
QUALIFIED INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK VERSION OF THE EU
PROSPECTUS REGULATION (EU) 2017/1129 ("UK QUALIFIED INVESTORS") WHO
ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE LISTING RULES MADE BY THE FCA PURSUANT TO SECTION 73A OF
FSMA, THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE
RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS
ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS'
EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY THE JOINT BROKERS OR ANY OF THEIR RESPECTIVE
ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS,
EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
APPIX I
PLACING, SUBSCRIPTION AND OPEN OFFER
Introduction
The Company has raised GBP16.45 million, in aggregate before
expenses, through a conditional Placing of 35,129,991 Placing
Shares at 35 pence each and a Subscription of 11,870,009
Subscription Shares also at 35 pence each. The Issue Price
represents a discount of 14.6 per cent. to the closing price on 4
March 2021.
In addition, in order to provide Shareholders who have not taken
part in the Placing or Subscription with an opportunity to
participate in the proposed issue of New Shares, the Company is
providing all Qualifying CREST Shareholders with the opportunity to
subscribe for an aggregate of up to 5,567,518 Open Offer Shares to
raise up to GBP1.95 million (before expenses), on the basis of 1
Open Offer Shares for every 10 Existing Shares held by Qualifying
CREST Shareholders on the Record Date, at 35 pence per Share.
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the
Excess Application Facility.
The Placing Shares and Subscription Shares are not subject to
clawback and are not part of the Open Offer. Shareholders who
participate in the Subscription have agreed not to participate in
the Open Offer.
Further information about the Fundraising is set out below and
will be contained in the circular.
Purpose of the Fundraising and Use of Proceeds
On 16 February 2021 the Company announced the results of the
updated economic model on the Empire Mine open pit 'starter'
project to produce copper and zinc, commencing in late 2022, adding
gold and silver in the fourth year of operations. On 22 February
2021 the Company announced it had drawn down on a GBP2 million loan
facility to accelerate development of the open pit project,
including the submission of the Plan of Operations as soon as
possible, in order to commence the final stages of construction
permitting. The open pit project contains Measured & Indicated
resources with a value of some $1.4 billion, and the base case
economic model generates net revenue of almost $800 million and an
EBITDA of over $300 million over an initial 10 year project life,
at a copper price of $3.60 / lb, including over $40 million of
post-tax cash in the first year of operations. At the current
copper price these numbers increase significantly. The Company
intends to finance the pre-production capital expenditure primarily
through debt.
This Fundraising will be used to continue the development of the
open pit project whilst the Company negotiates the terms of the
pre-production finance, and, if required, will form the equity
portion of any such finance. Specifically the funds will be used
for ongoing mine optimisation and pre-construction engineering,
ongoing process engineering and metallurgical test work, and the
preparation of the Plan of Operations and related reclamation
plan.
The Company also intends to pursue ongoing exploration at both
the Red Star high grade silver- lead deposit just north of the
Empire Mine open pit area, and the recently staked Navarre Creek
gold project, which geologically has similarities to the volcanic
hosted gold deposits on the Carlin trend in Nevada. This ongoing
exploration will include magnetic surveys and geochemical work on
both properties, as well as drilling programmes on both properties
targeted to commence in Q3 of 2021, with a view to adding to our
maiden Inferred resource at Red Star, and generating an initial
resource at Navarre Creek. In addition the Company is planning to
commence an initial drilling programme into the deeper high grade
underground sulphide deposit, which was historically mined at head
grades of between 6-8% copper from 1902 to 1942.
The balance of the Fundraising will be used to repay the GBP2
million loan facility and will also provide the Group with
additional working capital.
The Directors believe the Fundraising provides the Company with
a clear line of sight to production and cash flow, without the need
for further equity raises in the foreseeable future. With that in
mind we are delighted to be able to offer this Fundraising to our
existing shareholder base by way of an Open Offer on the same terms
as those offered to institutional and other investors in the
Fundraising, and we hope as many of our shareholders as possible
will participate.
Principal terms of the Fundraising
The Company has conditionally placed 35,129,991 Placing Shares
through a Placing at the Issue Price and 11,870,009 Subscription
Shares pursuant to the Subscription at the Issue Price raising
GBP16,450,000 in aggregate (before expenses). Alongside the Placing
and Subscription, the Company is making an Open Offer pursuant to
which it may raise a further amount of up to GBP1,948,631 (before
expenses) at the Issue Price.
Placing
Pursuant to the terms of the Placing and Open Offer Agreement,
Brandon Hill, WH Ireland and Panmure Gordon, as agents for the
Company, have conditionally agreed to use reasonable endeavours to
place the Placing Shares at the Issue Price.
The Placing is conditional, inter alia, on the following:
i) the Resolutions being passed at the General Meeting;
ii) the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and becoming unconditional
in all respects; and
iii) Admission of the Placing Shares having become effective on
or before 8.00 a.m. on 26 March 2021 (or such later date and/or
time as the Company, Brandon Hill, WH Ireland and Panmure Gordon
may agree, being no later than 28 May 2021).
The Placing and Open Offer Agreement contains customary
warranties given by the Company to the Joint Brokers as to matters
in relation to, inter alia, the accuracy of the information in this
document and other matters relating to the Group and its business.
In addition, the Company has provided a customary indemnity to the
Joint Brokers in respect of liabilities arising out of or in
connection with the Placing and Open Offer. The Joint Brokers are
entitled to terminate the Placing and Open Offer Agreement in
certain circumstances prior to Admission including circumstances
where any of the warranties are found not to be true or accurate or
were misleading in any material respect, the failure of the Company
to comply in any material respect with any of its obligations under
the Placing and Open Offer Agreement, the occurrence of certain
force majeure events or a material adverse change affecting the
condition, or the earnings or business affairs or prospects of the
Group, whether or not arising in the ordinary course of
business.
Application will be made for the Placing Shares to be admitted
to trading on AIM subject to the passing of the Resolutions. It is
expected that Admission will become effective on or around 26 March
2021 and that dealings for normal settlement in the Placing Shares
will commence at 8.00 a.m. on or around 26 March 2021.
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Existing Shares, including the right
to receive all dividends and other distributions declared, made or
paid after the date of Admission. The Placing Shares are not
subject to clawback and are not part of the Open Offer. The Placing
is not underwritten.
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing. The Placing is not conditional
on either the Subscription or the Open Offer.
Subscription
The Subscribers have conditionally agreed to subscribe for
11,870,009 Subscription Shares in aggregate at the Issue Price.
Details of the subscriptions by the PDMRs are as follows:
Total number
Number of of Shares Percentage
Number of Subscription held following of Shares
Name Existing Shares Shares Admission on Admission*
Marcus Edwards-Jones 1,000,000 42,857 1,042,857 0.90%
----------------- -------------- ---------------- ---------------
Ryan McDermott 399,303 42,857 442,160 0.38%
----------------- -------------- ---------------- ---------------
Richard Wilkins 780,799 42,857 823,656 0.71%
----------------- -------------- ---------------- ---------------
Roger Turner 1,419,365 42,857 1,462,222 1.26%
----------------- -------------- ---------------- ---------------
Dennis Thomas 1,377,095 42,857 1,419,952 1.22%
----------------- -------------- ---------------- ---------------
Andre Cohen 442,809 62,857 505,666 0.44%
----------------- -------------- ---------------- ---------------
Jason Riley 23,333 14,286 37,619 0.03%
----------------- -------------- ---------------- ---------------
* Assuming full take up of the Open Offer.
The Subscription Shares will, when issued, be credited as fully
paid and will rank pari passu with the Existing Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of Shares after Admission.
Completion of the Subscription is conditional upon receipt of the
subscription monies by the Company, the Placing Agreement becoming
unconditional in all respects (save in relation to any condition
relating to the Subscription Letters becoming unconditional) and
Admission. The Subscription is not conditional upon the Open Offer
becoming unconditional.
Related Party Transaction
The participation of the Directors in the Fundraise constitutes
a related party transaction in accordance with AIM Rule 13. There
being no independent directors of the Fundraise, the Company's
Nominated Adviser, SP Angel Corporate Finance LLP, considers that
the terms of the Directors participation in the Fundraise are fair
and reasonable insofar as the Company's shareholders are
concerned.
Open Offer
Subject to the fulfilment of the conditions set out below,
Qualifying CREST Shareholders may subscribe for Open Offer Shares
at the Issue Price in proportion to their holding of Existing
Shares held on the Record Date. Shareholders subscribing for their
full Basic Entitlement under the Open Offer may also request
additional Open Offer Shares as an Excess Entitlement, up to the
total number of Open Offer Shares available to Qualifying CREST
Shareholders under the Open Offer. The Open Offer is not
underwritten.
The Open Offer is conditional, inter alia, on the following:
i) the Resolutions being passed at the General Meeting;
ii) the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and having become
unconditional in all respects; and
iii) Admission of the Placing Shares and Open Offer Shares
becoming effective on or before 8.00 a.m. on 26 March 2021 (or such
later date and/or time as the Company, Brandon Hill, WH Ireland and
Panmure Gordon may agree, being no later than 28 May 2021).
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing.
If these and the other conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
lapse and will not proceed and any applications made by Qualifying
CREST Shareholders will be rejected. In these circumstances,
application monies received by the Receiving Agent in respect of
Open Offer Shares will be returned (at the Applicant's sole risk),
without payment of interest, as soon as reasonably practicable
thereafter. Lapsing of the Open Offer cannot occur after dealings
in the Open Offer Shares have begun.
General Meeting
The issue of the New Shares is conditional upon, inter alia, the
approval by the Shareholders of the Resolutions to be proposed at
the General Meeting of the Company. The circular will contain a
notice convening a General Meeting to be held at 2.00 p.m., on 25
March by webinar in order to consider and, if thought appropriate,
pass the Resolutions to grant the issue of the New Shares.
Expected Timetable of Principal Events
Announcement of the proposed Fundraising 7.00 a.m. on 5 March 2021
Record Date for entitlements under 6.00 p.m. on 5 March 2021
the Open Offer
Ex-entitlement Date of the Open 8.00 a.m. on 9 March 2021
Offer
Posting of this document, Form 9 March 2021
of Proxy and Form of Instruction
Basic Entitlements and Excess Entitlements 10 March 2021
credited to stock accounts in CREST
for Qualifying CREST Shareholders
Latest time and date for receipt 2.00 p.m. on 22 March
of Forms of Instruction 2021
Latest time and date for receipt 2.00 p.m. on 23 March
of Forms of Proxy 2021
Latest time and date for settlement 11.00 a.m. on 24 March
of relevant CREST instructions 2021
Time and date of General Meeting 2.00 p.m. on 25 March
2021
Announcement of the results of 25 March 2021
the General Meeting and Open Offer
Admission to trading on AIM and 8.00 a.m. on 26 March
commencement of dealings in Placing 2021
Shares, Subscription Shares and
Open Offer Shares
CREST accounts to be credited for 26 March 2021
Placing Shares, Subscription Shares
and Open Offer Shares to be held
in uncertificated form
(1) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified to Shareholders by
announcement on a Regulatory Information Service.
(2) All of the above times, and other time references in this document, refer to UK time.
KEY STATISTICS
Number of Existing Shares in issue
at the date of this document (excluding
treasury shares) 63,639,702
Issue Price for each New Share 35 pence
PLACING AND SUBSCRIPTION STATISTICS
Number of Placing Shares 35,129,991
Number of Subscription Shares 11,870,009
Placing Shares and Subscription
Shares as a percentage of Existing
Shares 73.9%
Number of Shares in issue following
Admission(1) 110,639,702
Placing Shares and Subscription
Shares as a percentage of Enlarged
Share Capital(1) 42.5%
Estimated proceeds of the Placing GBP15.5 million
and Subscription to be received
by the Company net of expenses
relating to the Placing and Subscription
OPEN OFFER STATISTICS
Maximum number of Open Offer Shares
to be offered pursuant to the Open
Offer(2) 5,567,518
Open Offer Shares as a percentage
of Existing Shares(2) 8.7%
Open Offer Shares as a percentage
of Enlarged Share Capital(2) 4.8%
OVERALL FUNDRAISING STATISTICS
Enlarged Share Capital immediately
following completion of the Fundraising(2) 116,207,220
New Shares as a percentage of the
Enlarged Share Capital(2) 45.2%
Gross proceeds of the Fundraising(2) GBP18.4 million
Estimated net proceeds of the Fundraising(2) GBP17.5 million
Market capitalisation at Issue GBP40.7 million
Price immediately following completion
of the Fundraising(2)
ISIN -Shares VGG7060R1139
ISIN - Open Offer Basic Entitlements VGG7060R1212
SEDOL - Open Offer Basic Entitlements BMCDFK5
ISIN - Open Offer Excess Entitlements VGG7060R1394
SEDOL - Open Offer Excess Entitlements BMCDFL6
(1) Assuming no further issue of Shares prior to the issue of
the New Shares and excluding any issue of Open Offer Shares.
(2) Assuming no further issue of Shares prior to the issue of
the New Shares and full take up of the Open Offer.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:-
"2020 AGM" the annual general meeting of the Company
held on 30 April 2020
"Act" the BVI Companies Act 2004 (as amended)
"Admission" in respect of the Placing Shares and
Subscription Shares means admission
of the Placing Shares and Subscription
Shares to trading on AIM becoming effective
in accordance with the AIM Rules, and
in respect of the Open Offer Shares
means admission of the Open Offer Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange from time
to time
"Applicant" a Qualifying Shareholder or a person
by virtue of a bona fide market claim
who lodges a relevant CREST instruction
under the Open Offer
"Basic Entitlement(s)" the pro rata entitlement for Qualifying
CREST Shareholders to subscribe for
Open Offer Shares, pursuant to the Open
Offer as described in Part 4 of this
document
"Board" or "Directors" the board of directors of the Company,
whose names are set out at page 15 of
this document
"Brandon Hill" Brandon Hill Capital Limited, a Joint
Broker of the Company
"Business Day" a day (other than a Saturday, Sunday
or public holiday) when banks are usually
open for business in London and the
British Virgin Islands
"certificated" or "in in relation to a share or other security,
certificated form" a share or other security that is not
in uncertificated form, that is not
in CREST
"Closing Price" the closing middle market quotation
of a Share as derived from the AIM Appendix
to the Daily Official List of the London
Stock Exchange
"Company" or "Phoenix" Phoenix Copper Limited, a company incorporated
in the BVI with company number 1791533
"Computershare" Computershare Investor Services (BVI)
Limited
"CREST" the relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland Limited is the operator
(as defined in the Regulations)
"CREST Manual" the rules governing the operation of
CREST, as published by Euroclear
"CREST member" a person who has been admitted by Euroclear
as a system-member (as defined in the
Regulations)
"CREST participant" a person who is, in relation to CREST,
a system participant (as defined in
the Regulations)
"CREST payment" shall have the meaning given in the
CREST Manual issued by Euroclear
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as
a sponsored member (which includes all
CREST Personal Members)
"Deed Poll" the deed poll executed on 3 May 2017
by the Depositary in relation to the
issue of DIs by the Depositary
"Depositary" Computershare Investor Services PLC
"DIs" uncertificated depositary interests
issued by the Depositary and representing
Shares in the Company, pursuant to the
Deed Poll
"Empire Mine" the mine located in Custer County, Idaho,
USA
"Enlarged Share Capital" the issued share capital of the Company
following Admission, as enlarged by
the New Shares
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying
CREST Shareholders may apply for additional
Open Offer Shares in excess of the Basic
Entitlement in accordance with the terms
and conditions of the Open Offer
"Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement" Shareholder, the entitlement to apply
for Open Offer Shares in addition to
the Basic Entitlement credited to the
Qualifying CREST Shareholder's account
in CREST, pursuant to the Excess Application
Facility, which is conditional on the
Qualifying CREST Shareholder taking
up his Basic Entitlement in full and
which may be subject to scaleback in
accordance with the provisions of this
document
"Excess Entitlement(s)" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the
total number of Open Offer Shares, allocated
to a Qualifying CREST Shareholder pursuant
to the Open Offer as described in Part
4 of this document
"Excess Shares" the Open Offer Shares or Depositary
Interests for which Qualifying CREST
Shareholders may apply under the Excess
Application Facility in addition to
their Basic Entitlement
"Ex-entitlement Date" the date on which the Existing Shares
are marked 'ex' for entitlement under
the Open Offer being 9 March 2021
"Existing Shares" the 63,639,702 Shares (excluding treasury
shares) or Depositary Interests (as
the context permits) in issue at the
date of this document
"ExGen" ExGen Resources Inc., a body corporate
incorporated under the laws of the Province
of Alberta, Canada, whose registered
office is 1240-1140 West Pender Street
Vancouver, British Columbia, Canada,
and which is admitted to trading on
TSX-V
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting,
which is enclosed with this document
"FSMA" Financial Services and Markets Act 2000
(as amended)
"Fundraising" together, the Placing, the Subscription
and Open Offer
"General Meeting" the general meeting of the Company convened
for 2.00 p.m. on 25 March 2021 at which
the Resolutions will be proposed, notice
of which is set out at the end of this
document
"Group" the Company and its Subsidiaries from
time to time
"Honolulu" Honolulu Copper Corporation, a Utah
corporation, whose registered address
is 2927 Mokumoa Street, Honolulu, HI
96819, United States of America
"ISIN" International Securities Identification
Number
"Issue Price" 35 pence per New Share
"Joint Brokers" Brandon Hill, WH Ireland and Panmure
Gordon
"Konnex" Konnex Resources Inc., a British Columbia
corporation whose registered address
is Suite 2800, Park Place, 666 Burrard
Street, Vancouver, British Columbia,
V6C 2Z7, Canada
"London Stock Exchange London Stock Exchange plc
"Mackay" Mackay LLC, a Nevada limited liability
company, whose registered address is
2533 N Carson Street, Carson City, Nevada
NV89706, United States of America
"Market Abuse Regulation" the UK version of the Market Abuse Regulation
(Regulation 596/2014) which is part
of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended
and supplemented from time to time including
by the Market Abuse (Amendment) (EU
Exit) Regulations 2019
"Member account ID" the identification code or number attached
to any member account in CREST
"Mining Claims" the Idaho USA mining claims which from
time to time comprise the Empire Mine
"Money Laundering Regulations" the Anti-Terrorism, Crime and Security
Act 2001, the Proceeds of Crime Act
2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations
2017 (SI 2017/692) as amended and supplemented
from time to time including by the Money
Laundering and Transfer of Funds (Information)
(Amendment) (EU Exit) Regulations 2019
"New Shares" up to 52,567,518 new Shares or Depositary
Interests (as the context permits) to
be issued pursuant to the Fundraising
(being the Placing Shares, the Subscription
Shares and the Open Offer Shares)
"Non-CREST Shareholders" Shareholders holding Existing Shares
which, on the register of members of
the Company on the Record Date, are
in certificated form
"Notice of General Meeting" the notice of General Meeting set out
at the end of this document
"Open Offer" the conditional invitation to Qualifying
CREST Shareholders to apply for the
Open Offer Shares at the Issue Price
on the terms and conditions outlined
in this document
"Open Offer Entitlements" entitlements for Qualifying CREST Shareholders
to subscribe for Open Offer Shares pursuant
to the Basic Entitlement and the Excess
Entitlement
"Open Offer Shares" up to 5,567,518 New Shares or Depositary
Interests (as the context permits) to
be issued pursuant to the Open Offer
"ordinary resolution" means a resolution of the Shareholders
by a majority of in excess of 50% of
the votes of the Shares entitled to
vote thereon which were present at the
meeting and were voted;
"Overseas Shareholders" a Shareholder with a registered address
outside the United Kingdom
"Panmure Gordon" Panmure Gordon (UK) Limited, a Joint
Broker of the Company
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST member or other CREST participant
"PDMR" A person discharging managerial responsibilities
as defined in article 3(1)(25) of the
Market Abuse Regulation
"Placees" any person who has agreed to subscribe
for Placing Shares
"Placing" the proposed placing by the Company
of the Placing Shares at the Issue Price
"Placing and Open Offer the conditional agreement dated 5 March
Agreement" 2021 between the Company, Brandon Hill,
WH Ireland and Panmure Gordon in connection
with the Fundraising, further details
of which are set out in this document
"Placing Shares" the 35,129,991 New Shares conditionally
subscribed for in accordance with the
terms of the Placing and Open Offer
Agreement
"Plan of Operations" the detailed project documentation submitted
to the relevant US authorities for the
purposes of obtaining final permitting
(a Record of Decision) for the project
to proceed;
"Prospectus Regulation" the UK version of the EU Regulation
(EU) 2017/1129 which is part of UK law
by virtue of the European Union (Withdrawal)
Act 2018 (as amended and supplemented
from time to time (including but, not
limited to, by the UK Prospectus Amendment
Regulations 2019 and The Financial Services
and Markets Act 2000 (Prospectus) Regulations
2019))
"Prospectus Regulation the rules and regulations made by the
Rules" FCA under Part VI of the Financial Services
and Markets Act 2000 (as amended from
time to time)
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Shares which, on the register of members
of the Company on the Record Date, are
in uncertificated form in CREST by way
of Depositary Interests
"Qualifying Shareholders" holders of Existing Shares or Depositary
Interests other than Shareholders with
registered addresses, or who are citizens
or residents of, or incorporated in
a Restricted Jurisdiction, whose names
appear on the register of members of
the Company on the Record Date as holders
of Existing Shares and who are eligible
to be offered Open Offer Shares under
the Open Offer in accordance with the
terms and conditions set out in this
document
"Receiving Agent" Computershare Investor Services PLC
or Computershare
"Record Date" 6.00 p.m. on 5 March 2021
"Registrar" Computershare Investor Services (BVI)
Limited or Computershare
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
"Resolutions" the resolutions to be proposed at the
General Meeting and set out in the Notice
of General Meeting
"Restricted Jurisdictions" the United States, Australia, Canada,
Japan, the Republic of Ireland, the
Republic of South Africa and any other
jurisdiction where the extension or
availability of the Placing, Subscription
or Open Offer would breach any applicable
law
"Shareholder" a holder of Shares or Depositary Interests
(as the context permits)
"Shares" the shares of no par value in the share
capital of the Company
"SP Angel" or "Nominated SP Angel Corporate Finance LLP, the
Adviser" Company's Nominated Adviser
"special resolution" a resolution of the Shareholders approved
by a 75 per cent. majority of the votes
of the Shares entitled to vote thereon
which were present at the meeting and
were voted;
"Subscribers" all of the Directors of the company
and certain other existing and new Shareholders
"Subscription" the conditional subscription by the
Subscribers for the Subscription Shares
"Subscription Letters" the subscription letters made between
the Company and each of the Subscribers
"Subscription Shares" the 11,870,009 New Shares conditionally
subscribed for by the Subscribers at
the Issue Price that will be allotted
and issued to the Subscribers subject
to, inter alia, the passing of the Resolutions
and Admission
"Subsidiary" has the meaning given to it in section
1159 of the UK Companies Act 2006
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Prospectus Amendment the Prospectus (Amendment etc.) (EU
Regulations 2019" Exit) Regulations 2019/1234
"uncertificated" or in a share or other security recorded on
"uncertificated form" the relevant register of the share or
security concerned as being held in
uncertificated form in CREST and title
to which, by virtue of the Regulations,
may be transferred by means of CREST
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia
"US Securities Act" the United States Securities Act of
1933
"USE" unmatched stock event
"WH Ireland" WH Ireland Limited, a Joint Broker of
the Company
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: i) Marcus Edwards-Jones
ii) Ryan McDermott
iii) Richard Wilkins
iv) Roger Turner
v) Dennis Thomas
vi) Andre Cohen
vii) Jason Riley
----------------------------------------- -------------------------------------------------------
2. Reason for the notification
--------------------------------------------------------------------------------------------------
a) Position/status: i) Executive Chairman
ii) Chief Executive Officer
iii) Chief Financial Officer
iv) Chief Technical Officer,
Non-Executive Director
v) VP Investor Relations, Non-Executive
Director
vi) Non-Executive Director
vii) Non-Executive Director
----------------------------------------- -------------------------------------------------------
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 Limited
----------------------------------------- -------------------------------------------------------
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, Shares of nil par value each
type of instrument: ISIN: VGG7060R1139
Identification code:
----------------------------------------- -------------------------------------------------------
b) Nature of the transaction: Subscription in Fundraising
----------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
i) 35 pence i) 42,857
ii) 35 pence ii) 42,857
iii) 35 pence iii) 42,857
iv) 35 pence iv) 42,857
v) 35 pence v) 42,857
vi) 35 pence vi) 62,857
vii) 35 pence vii) 14,286
------------------
----------------------------------------- -------------------------------------------------------
d) Aggregated information: Aggregate transaction: Price(s) Volume(s)
Aggregated volume: 35 pence 291,428
Price:
----------------------------------------- -------------------------------------------------------
e) Date of the transaction: 5 March 2021
----------------------------------------- -------------------------------------------------------
f) Place of the transaction: Outside a trading venue
----------------------------------------- -------------------------------------------------------
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