Phoenix Global Mining Ltd NY Listing, Share consolidation and Notice of GM (4953V)

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RNS Number : 4953V

Phoenix Global Mining Ltd

24 July 2018

24 July 2018

Phoenix Global Mining Ltd ('Phoenix' or the 'Company')

Proposed New York Listing, Consolidation of Share Capital and Notice of General Meeting

Phoenix Global Mining Ltd (AIM:PGM.L), the AIM quoted North American-focused base and precious metals exploration and development company, is pleased to announce that it has posted a Notice of General Meeting to shareholders, which includes information regarding a proposed dual listing on the New York OTCQX Market and the consolidation of the Company's share capital.

The General Meeting will be held at the Washington Mayfair Hotel, 5 Curzon Street, London W1J 5HE on 14 August 2018 at 11.00 a.m.

Highlights

-- Proposed dual listing on the New York OTCQX Market to provide access to North American investors to hold shares in the Company

-- Proposed share consolidation of every 10 existing ordinary shares into 1 ("10 for 1") new ordinary share in order to meet the requirements permissible for a listing on the OTCQX

   --     US corporate adviser and OTCQX sponsor both appointed 
   --     OTCQX listing targeted for late September 2018 

Commenting on the proposed listing and share consolidation, the Company's Chairman, Marcus Edwards-Jones, said:

"The proposed dual listing on the New York OTCQX Market, we believe, will be a transformational step for the Company and I hope that shareholders will support us in this decision. I am pleased to note that those that we have been able to consult have all been in favour.

"With all our assets based in North America, and a focus on Idaho, it is appropriate that the Company's shares are also listed on a recognised US exchange, thereby offering improved access to the Company's shares to a wider range of North American investors. As mentioned in my letter to shareholders, there would appear to be notable demand for our shares in the US based on several rounds of meetings with North American investors, which is currently unrealised due to the difficulty for North American investors to purchase securities listed overseas and the reluctance to acquire penny-based shares. The proposed dual listing, combined with the share consolidation, will provide us with the ability to access North American investors whom have hitherto been unable to acquire shares and as a result should broaden our shareholder base and improve trading liquidity.

"The Empire copper mine is progressing on schedule towards planned production by early 2021 and we have also commenced developing our cobalt properties on the Idaho Cobalt Belt. With robust demand and continued supply constraints for these metals, we believe that the OTCQX listing will prove a logical and positive step in the Company's development.

"We also look forward to updating the market on the progress of our 40,000 feet Empire drilling programme in the near future."

As part of the Notice of General Meeting, the Company has issued a circular to shareholders, an extract of which can be found below:

As you will be aware the Company's assets are located in North America, with our flagship asset being our 80% interest in the Empire Mine in Idaho, USA, on which we are preparing a bankable feasibility study with the intention of producing 8,000 tonnes of copper per annum by early 2021 from an initial open pit mine. The underground potential at the Empire Mine remains highly prospective, whilst the Company also owns two projects on the Idaho Cobalt Belt, as well the right to earn into 80% of the Gordon Lake high grade gold property in the Northwest Territories, Canada.

Since our IPO on AIM in June 2017 we have made significant efforts to expand our North American shareholder base. We have attracted a great deal of interest in this regard, particularly in New York, and we believe that there is substantial demand for our shares in the USA. Numerous meetings and presentations have demonstrated clear interest in the near term prospect of copper production in Idaho, as well as our metal portfolio, containing cobalt, gold, silver, tungsten and zinc, in addition to copper. Currently, however, it is proving impractical for potential North American investors to purchase our shares whilst they are trading solely on AIM and at the current penny-based price.

Having consulted with existing shareholders and our advisers, the Directors therefore believe that an additional listing on New York's OTCQX Market would be in the best interests of the Company and would represent a logical and positive step for the Company to take.

OTCQX is a premium listing service for issuers of securities that are traded over-the-counter (OTC). This top-tier market is for established investor-focused US and international companies. To qualify for the OTCQX market, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with US securities laws, be current in their disclosure, and have a professional third-party sponsor introduction.

Accordingly we have appointed Murdock Capital Partners in New York to act as our corporate adviser, and B Riley FBR in Los Angeles as our sponsor, to facilitate this listing which we would hope to accomplish by the end of September 2018. The Company has already commenced the process of making the appropriate submissions to OTCQX.

As part of this process, and in order to meet the OTCQX requirements, it will be necessary to consolidate the Company's existing share capital in order to increase the share price to a level acceptable to the OTCQX. We are therefore convening the General Meeting on 14 August 2018 to ask shareholders to approve a share consolidation on the basis of one new ordinary share for every 10 ordinary shares currently held. This will reduce the Company's outstanding share capital from 318,000,759 ordinary shares to 31,800,075 ordinary shares. The new ordinary shares will continue to carry the same rights and benefits as those attached to the existing ordinary shares, although it should be noted that fractional shares will be rounded down to the nearest whole share. Certificated shareholders will receive a new share certificate, whilst depositary interest holders will have their CREST account balances adjusted accordingly.

Existing shareholders with a holding of more than 10 existing ordinary shares, but which is not exactly divisible by 10, will have their holding rounded down to the nearest whole number of new ordinary shares. Fractional entitlements to a new ordinary share will be aggregated and sold in the market, for the best price reasonably obtainable on behalf of those shareholders entitled to the fractions. As the net proceeds of the sale will amount to less than GBP3.00 for any entitled shareholder, they will (in accordance with usual market practice) be retained by the Company.

Outstanding warrants and options will be adjusted by the same ratio and the exercise price amended accordingly, with new certificates to be issued in due course.

At the General Meeting we are also taking the opportunity to update our disapplication rights following the recent placing and subscription.

We are very excited with the prospect of obtaining a New York OTCQX listing and believe that it will open up the share register to North American institutional and retail investors as part of our ongoing strategy of increasing investor engagement in the USA and Canada. We also believe that it will result in greater trading liquidity, amongst other benefits.

For technical reasons, the new ordinary shares (in consolidated form) will have a new International Securities Identification Number (ISIN), which will be advised in due course. Accordingly, application will be made for the new ordinary shares (in consolidated form) to be admitted to trading on AIM. Dealings in the existing ordinary shares (unconsolidated) will cease at the close of business on the date of the General Meeting and dealings in the new ordinary shares (in consolidated form) are expected to commence the following day.

Further details are set out below.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**S**

For further information please visit www.pgmining.com or contact:

 
 Phoenix Global Mining    Dennis Thomas / Richard       Tel: [phone] 
  Ltd                      Wilkins                       849 (Dennis) 
                                                         [phone] (Richard) 
 SP Angel                 Lindsay Mair / Caroline       Tel: [phone] 
  (Nominated Adviser       Rowe 
  and Joint Broker 
                         ----------------------------  ---------------------------- 
 Brandon Hill Capital     Jonathan Evans / Oliver       Tel: [phone] 
  (Joint Broker)           Stansfield 
                         ----------------------------  ---------------------------- 
 Blytheweigh (Financial   Tim Blythe/Camilla Horsfall   Tel: [phone] 
  PR) 
                         ----------------------------  ---------------------------- 
 

Notes

Phoenix Global Mining Ltd (AIM: PGM) is a North American-focused, base and precious metal explorer and developer, which is fast-tracking the historically-producing Empire Mine in Idaho, USA, back into production and exploring for cobalt in Idaho and gold in Canada.

Having established an initial copper oxide JORC and NI 43-101 resource of 19.4 mt grading 0.47% copper ('Cu') for 90,547 t contained Cu, plus zinc, gold and silver, Phoenix has defined a two-phase development strategy. Phase One is focused on commencing low cost, open pit production from the current oxide resource, targeting 8,000t copper cathode per annum. Stage Two will look to extend the life of mine by targeting the deeper (below c.120m), higher grade copper sulphides, where intercepts of up to 11.4% Cu have been recovered. Preliminary Economic Analysis work on the priority open pit oxide resource is already underway. It is estimated that only 5% of the potential ore system has been explored to date and accordingly there is significant opportunity to increase the resource through phased exploration; the current resource relates to the oxide resource only, which remains open along strike and does not include the deeper, higher grade sulphides.

The Company also holds two prospective cobalt properties in Idaho, US, which are located north of the Empire Mine. These are situated close to the town of Cobalt and are close to projects being advanced by Canadian junior miners, including eCobalt Solutions and First Cobalt. Exploration will continue during 2018 to identify drilling targets.

The Company has also acquired an exclusive option to explore and develop the Gordon Lake Project, in the Northwest Territories, Canada, a high-grade shear hosted gold project comprising of 17 known mineralised zones of which only four have been tested with 59 diamond drill holes. The Company will proceed to examine the optimal way forward to develop the project as a low-cost underground gold producer.

With a management team that has successfully constructed, commissioned and operated mines and low risk, mining-friendly jurisdictions with excellent infrastructure, Phoenix is looking to fulfil its ambitions to become a mid-tier base and precious metals producing company, offering exposure to three high value and high demand metals with compelling demand/supply fundamentals.

Expected Timetable

2018

 
 Publication of this document and posting                             24 July 
  to Shareholders 
                                                             11.00 a.m. on 10 
  Latest time and date for receipt of Proxy                            August 
  Forms 
                                                              11.00 a.m. on 9 
  Latest time and date for receipt of Forms                            August 
  of Instruction 
 General Meeting                                           11.00 a.m. on 14 
                                                            August 
 Record Date for Share Consolidation                          6.00 p.m. on 14 
                                                                       August 
 Existing Ordinary Shares disabled in CREST                   6.00 p.m. on 14 
  and share register closed                                    August 
 Admission effective and dealings commence             8.00 a.m. on 15 August 
  on AIM in New Ordinary Shares 
 CREST accounts credited with New Ordinary             As soon as practicable 
  Shares                                                   after 8.00 a.m. on 
                                                                    15 August 
 Share certificates in respect of New Ordinary                   By 22 August 
  Shares dispatched 
 ISIN of New Ordinary Shares                                    To be advised 
 

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July 24, 2018 02:01 ET (06:01 GMT)