Conclusion of Investigation & Directors Dismissal

Phoenix Copper Limited (AIM: PXC; OTCQX ADR: PXCLY), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, announces that further to the announcement made on 9 February 2026, the Board has concluded its investigation (the "Investigation") into allegations made in relation to the conduct of Marcus Edwards-Jones and Richard Wilkins, the Company's Executive Chairman and Chief Financial Officer.

Following the conclusion of the Investigation and the associated disciplinary processes, the Board has resolved to dismiss Mr Edwards-Jones and Mr Wilkins and terminate their service agreements with immediate effect.

Related Party Transactions

The Investigation confirmed that certain historic payments, paid in respect of previous fundraising transactions, totalling approximately US$1.765 million were made between 2016 and 2025 to Lloyd Edwards-Jones S.A.S. ("LEJ"), the Company's former Corporate Finance Adviser and a company of which Mr Edwards-Jones is an owner and director (the "LEJ Payments"). The LEJ Payments were made by Mr Wilkins to LEJ without Board knowledge or approval and Mr Wilkins shared in the proceeds of these payments.

The LEJ Payments constituted related party transactions pursuant to AIM Rule 13 and should have been previously disclosed. However, no consultations took place with the other Phoenix Directors, who were independent of the LEJ Payments, or the Company's Nominated Adviser at the time any of the LEJ Payments were made.

Phoenix is seeking to recoup the financial loss suffered by the Company as a result of the LEJ Payments. Mr Edwards-Jones and Mr Wilkins have indicated their willingness to work with the Company in this respect.

Additional Payments

In addition, the Investigation uncovered unauthorised payments, totalling approximately £0.61 million, some of which were made without Board knowledge or approval to an intermediary in connection with bond financing, while certain other payments were made expressly against the direction of the Board.

Phoenix is seeking to recoup these unauthorised payments. Mr Edwards-Jones and Mr Wilkins have indicated their willingness to work with the Company in this respect.

Interim Non-Executive Chair Appointment and Ongoing Operations

Following the conclusion of the Investigation, Catherine Evans, Independent Non-Executive Director and Chair of the Audit Committee, has been appointed Interim Non-Executive Chair of Phoenix with immediate effect. Catherine Evans is working closely with Ryan McDermott, CEO, the Advisory Board members and the Company's external advisers to mitigate any impact to the Company, strengthen governance procedures and financial controls and ensure relationships with investors, brokers, suppliers and all other counterparties and stakeholders suffer no disruption. Further updates will be made regarding the appointment of a permanent Chair in due course.

As previously announced, to minimise any disruption to the ongoing operations of the Company, Phoenix has put interim financial oversight arrangements in place via the appointment of an interim CFO to ensure financial continuity and manage the completion of the audit process for the year ended 31 December 2025.

The Company's auditor, Crowe UK LLP ("Crowe"), has been made aware of the historic related party transactions. The Company does not currently believe that historic financial statements need to be restated, other than disclosing the LEJ Payments as related party transactions. This disclosure will be included in the Company's financial statements for the year ended 31 December 2025. The Interim CFO will be supported by Catherine Evans and Ryan McDermott, as well as by the Advisory Board and the senior management team to ensure operational continuity.

The Company is outsourcing the role of Company Secretary to a reputable corporate services firm, as recommended by its professional advisers.

Financial Position

The Company is still considering a range of both short-term and longer-term funding options. Phoenix's working capital position remains constrained, but following a careful analysis of cashflow and a cost-cutting exercise, absent any additional funding, the Company's current cash balances will provide sufficient working capital to meet ongoing obligations until the end of Q2 2026.

Further to the announcements dated 27 January and 9 February 2026, discussions with Riverfort Global Opportunities PCC Limited ("Riverfort") regarding the terms of the Short Term Loan Facility remain ongoing. In addition, the Company is in discussions with Indigo Capital LP ("Indigo") to renegotiate certain terms of the agreement with Indigo which was announced on 4 December 2025.

Shareholders will be provided with a further update once the discussions with Riverfort and Indigo have concluded and a further announcement regarding the Company's fundraising strategy and financial position will be made as soon as practicable.

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).