Posting of AGM Notice

Phoenix Copper Limited (AIM: PXC), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, announces that its Notice of Annual General Meeting will be published and posted to shareholders today.

The Annual General Meeting will take place on 24 July 2026 at 15.00 BST at SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP. Online access will be available for shareholders unable to attend in person, further details of which will follow.

The Notice of Annual General Meeting will also be available today on the Company's website at: https://phoenixcopperlimited.com/investors/corporate-documents/

The Company would like to provide further background information regarding the recent Placing and Subscription (together the "Fundraising") and the launch of the Retail Offer, both of which were announced on 6 July 2026. The Board considered all reasonable alternatives, and concluded that the Fundraising was the most advantageous to the Company.

The Company completed the Fundraising to raise gross proceeds of approximately £2.4 million at a price of 0.5 pence per share, with one-third warrant coverage attached to each ordinary share, which if exercised in full (excluding any warrants issued under the Retail Offer) would raise an additional c.£1.63 million. The Fundraising follows a period of significant disruption to the Company arising from the dismissal of the Company's former Executive Chairman and former Chief Financial Officer for serious misconduct, in connection with which the Company reserves all rights. The Board has been transparent with its advisers in relation to this matter, and all associated decisions have been taken for the benefit of the Company and its shareholders.

Despite the recent challenges faced by the Company, the Board remains confident about the future potential of the Empire Mine ("Empire"), the value for which remains supported by the Company's published Pre-Feasibility Study, enhanced by current metals prices.

The net proceeds from the Fundraising are intended to be used for the repayment of short-term debt (as detailed in the announcement of 6 July 2026), process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

Interim Non-Executive Chair, Catherine Evans, has subscribed for shares in the Fundraising on identical terms to all other participants, without preferential pricing or structure.

All existing shareholders have the opportunity to participate on equal terms with the new investors in the Placing through the Retail Offer which was launched on 6 July 2026.

Withdrawal of proposed share option scheme

As announced on 3 July 2026, the Company had proposed to introduce a new share option scheme for Directors and Officers. Following feedback from shareholders, the Board has determined to withdraw this proposal. No options will be proposed for shareholder approval, unless and until either the Company's share price has re-rated to at least 5 pence, or at the Company's Annual General Meeting in 2027, whichever occurs first. No commitments in respect of the option scheme have been made to any party.

As set out in the Proposed Placing, Subscription and Retail Offer announcement on 3 July 2026, the issue of the Placing Shares, Subscription Shares and Retail Offer Shares will be conditional (amongst other things) on the passing of Resolutions 8 and 9 ("Fundraising Resolutions") to be proposed at the AGM which will renew the Company's authorities to issue shares on a non-pre-emptive basis.

The Directors believe that 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.

If the Fundraising Resolutions are not approved, the Company will need to secure additional finance in the immediate short term to mitigate the risks to business continuity. Such finance may not be readily available or may only be available on terms that are unfavourable to the Company.

The Directors consider that the Fundraising Resolutions are in the best interests of the Company and its shareholders as a whole. The Directors are of the opinion that if the Fundraising Resolutions are not passed the Company will not only be unable to progress the completion of detailed engineering on the Company's processing facility at Empire, but it may also lead to the Company being unable to meet its short-term liabilities to continue trading.

Accordingly, the Directors strongly recommend that shareholders vote in favour of the Fundraising Resolutions at the Annual General Meeting.

Shareholder Communication

Following a challenging period for the Company, including the internal review and subsequent dismissal of the former directors, the Board intends to hold regular shareholder webinars commencing in the near future, to provide shareholders with a direct update on operational, financial, and corporate developments.

Irrespective of the size of their holding, shareholders are welcome to email Catherine Evans or Ryan McDermott to schedule a call on the contact details set out below.

Catherine Evans, interim Non-Executive Chair commented: "As a long-term holder, I could not ask existing or new investors to put fresh capital into Phoenix if I was not prepared to do so myself. Above all, the Board recognises the importance of rebuilding trust and confidence amongst our investors. We look forward to drawing a line under the recent upheaval and focusing all our resources and energy on moving towards production at Empire.

"I look forward to seeing those able to attend the AGM."

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).