Launch of Retail Offer

The Board of Phoenix Copper (AIM: PXC), the AIM quoted, USA focused base and precious metals emerging producer and exploration company, is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") of no par value each in the capital of the Company (the "Retail Offer Shares"). All existing shareholders have the opportunity to participate on equal terms with the new investors in the Placing. The issue price of the Retail Offer Shares is 0.5 pence per Retail Offer Share (the "Issue Price"). The proposed amount to be raised through the Retail Offer is approximately £500,000 through the issue of approximately 100,000,000 new Ordinary Shares at the Issue Price (assuming full take up of the Retail Offer).

In addition to the Retail Offer, the Company has also conducted a placing and a subscription of new ordinary shares (the "Placing", "Subscription" and together with the Retail Offer, the "Fundraise") at the Issue Price. A separate announcement has been made regarding the Placing and the Subscription and the relevant terms. For the avoidance of doubt, the Retail Offer is not part of the Placing. Further details of the Placing and Subscription can be found in the announcement made at 4:37pm on 3 July 2026 (the "Launch Announcement").

The Issue Price represents a discount of approximately 54.5 per cent to the closing share price of 1.1p per existing Ordinary Share on 3 July 2026.

The Company will require additional share authorities to allot the Retail Offer Shares. Accordingly, the Retail Offer is conditional, inter alia, upon Shareholders approving the resolutions at the Annual General Meeting being held on or around 24 July 2026, and the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place on or around 27 July 2026. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.

In addition, subject to shareholder approval, and as set out in the Launch Announcement, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in the Fundraise, including the Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Retail Offer ("Retail Warrants"). Each Retail Warrant will grant the holder the right to subscribe for one new Ordinary Share at 1 pence per share (the "Warrant Price") and will be exercisable for a period of two years from the date of issue of the Retail Warrants (the "Warrant Exercise Period"). The Retail Warrants will not be admitted to trading on AIM or any other regulated market.

The issue of the Retail Warrants is subject to (i) the Directors being granted new authorities to issue and allot equity securities at the Annual General Meeting of the Company and (ii) the successful admission of the Retail Warrants to settlement in uncertificated form through CREST. It is also anticipated that the Retail Warrants will be eligible for CREST settlement by the date of the Annual General Meeting. A circular convening the Annual General Meeting will be dispatched shortly and a further announcement will be made at that time. In the event that the relevant authorities are not granted at the Annual General Meeting or that eligibility for CREST settlement is not achieved by that date then the Retail Warrants will not be issued.

The net proceeds from the Fundraise are intended to be used for the repayment of short-term debt, process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes. The Directors believe the Fundraising will provide the financial flexibility to sustain the Company for the short term, but the Directors anticipate that, in addition to sourcing the funding required for the construction of the Empire Mine, further funds will be required to progress the Company's activities in the near term and in any event before the end of September 2026.

Further information on the Fundraising is set out below and in the Launch Announcement. This Announcement and the disclosures made in Launch Announcement should be read in their entirety.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base and, given the support of retail shareholders, the Company believes that it is appropriate to provide its 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/LQW0ZQ/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 12:00pm on 6 July 2026. The Retail Offer is expected to close at 4:30pm on 09 July 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £250.00 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:

The Company's LEI is 2138006UWPZAB1A75680.

UK Product Governance Requirements

EU Product Governance Requirements