Result of AGM & Completion of Fundraise
Phoenix Copper Limited announced that all resolutions were passed at its Annual General Meeting, including those necessary to implement a £2.4 million fundraise and a £67,218 retail offer. Following the passing of these resolutions, the company has allotted 364,196,369 Placing Shares, 125,000,000 Subscription Shares, and 13,443,600 Retail Offer Shares. Additionally, 163,065,450 warrants will be issued to placing and subscription participants, with a further 4,481,200 warrants for retail offer participants, subject to CREST settlement. The company also allotted 40,000,000 ordinary shares to Indigo Capital Limited to settle final repayments and will issue 13,333,334 warrants to Indigo, along with 43,296,258 warrants to NIU Invest SE. Admission of these new ordinary shares to AIM is expected on or around July 27, 2026, bringing the total number of ordinary shares in issue to 830,635,083.
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Phoenix Copper Limited (AIM: PXC), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, is pleased to announce that all Resolutions put to shareholders at the AGM held in London this afternoon were duly passed on a poll.
For information, the total votes received in relation to the Resolutions were as follows:
| No. | Ordinary Resolutions | For | Against | Votes Withheld |
|---|---|---|---|---|
| 1 | The Company's annual accounts for the financial year ended 31 December 2025, together with the report of the Directors and the auditors' report on those accounts, be received and adopted. | 91.90% | 8.10% | 2,836,702 |
| 2 | That Crowe U.K. LLP be reappointed as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the accounts are laid before the Company. | 84.40% | 15.60% | 2,836,702 |
| 3 | That the Directors be authorised to determine the auditors' remuneration. | 91.82% | 8.18% | 2,836,702 |
| 4 | To re-elect Catherine Evans, who is retiring in accordance with Article 12 of the Company's Articles of Association and who, being eligible, offers herself for re-election. | 95.44% | 4.56% | 4,529,696 |
| 5 | To re-elect Ryan McDermott, who is retiring in accordance with Article 12 of the Company's Articles of Association and who, being eligible, offers himself for re-election. | 95.62% | 4.38% | 2,901,265 |
| 6 | To re-elect David Jarvis, who is retiring in accordance with Article 12 of the Company's Articles of Association and who, being eligible, offers himself for re-election. | 99.58% | 0.42% | 4,202,762 |
| 7 | To re-elect Jason Riley, who is retiring in accordance with Article 12 of the Company's Articles of Association and who, being eligible, offers himself for re-election. | 94.80% | 5.20% | 4,198,762 |
| 8 | That the Directors be generally and unconditionally authorised in accordance with Article 3.2 of the Company's Articles of Association to allot and issue shares in the capital of the Company. | 91.81% | 8.19% | 2,386,926 |
| Special Resolution | ||||
| 9 | That, subject to the passing of resolution 8, the Directors be and are hereby empowered, in accordance with Article 3.4(a) of the Company's Articles of Association, to allot equity securities for cash pursuant to the authority conferred by resolution 8. | 91.79% | 8.21% | 2,482,428 |
Completion of Fundraise
Resolutions 8 and 9 (the "Fundraise Resolutions") were necessary to implement the Fundraise to raise a total of £2.4 million (before expenses), as per the Company's announcements of 3 July 2026 and 6 July 2026, and the Retail Offer to raise a total of £67,218 (before expenses), as per the Company's announcements of 6 July 2026 and 10 July 2026.
Following the passing of the Fundraise Resolutions, the Company has allotted (subject only to Admission) the 364,196,369 Placing Shares, the 125,000,000 Subscription Shares and the 13,443,600 Retail Offer Shares with new and existing investors.
Pursuant to the completion of the Fundraise, the Company will now issue 163,065,450 Warrants to participants in the Placing and Subscription, in the ratio of one warrant for every three Ordinary Shares placed and subscribed for as part of the Placing and the Subscription, following Admission.
A further grant of 4,481,200 Warrants will be made to participants in the Retail Offer, on the basis of one Warrant for every three Retail Offer Shares, subject to the Retail Warrants being admitted to settlement in uncertificated form through CREST. The Company is progressing the CREST enablement process and the Directors have every expectation that the Retail Warrants will become enabled for settlement in CREST, but if eligibility for CREST settlement is not achieved then the Retail Warrants will not be issued.
Catherine Evans, interim Non-Executive Chair commented: "On behalf of the Company, I would like to thank our shareholders for their continued support through the recent difficulties we have faced, and for putting their faith in us by passing these Resolutions, which will allow us to complete the Fundraise and move Phoenix forward.
We look forward to providing shareholders with further corporate and operational updates as appropriate."
Indigo Capital Limited & NIU Invest SE
Following the passing of the Resolutions, the Company has also allotted (subject only to Admission) 40,000,000 new Ordinary Shares to Indigo Capital Limited ("Indigo") (the "Indigo Shares") to settle the final repayments owed to Indigo pursuant to the Company's agreement with Indigo, which was initially announced on 4 December 2025. The Company will also issue 13,333,334 warrants to Indigo, on the same terms as the other investors in the Fundraise.
Following the completion of the Fundraise, the Company will also now issue 43,296,258 warrants over Ordinary Shares to NIU Invest SE.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares, the Retail Offer Shares and the Indigo Shares (together the "New Ordinary Shares") to trading on AIM (the "Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 27 July 2026.
On Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 830,635,083 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Note
This announcement should be read in conjunction with the full text of the 'Fundraise and Notice of Annual General Meeting' Circular, dated 8 July 2026, which can be found on the Company's website. Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular, unless the context provides otherwise.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.