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

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

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.

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

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).

The Company's LEI is 2138006UWPZAB1A75680.

UK Product Governance Requirements

EU Product Governance Requirements