Thursday, 09 July 2026 09:00 AM
Company Update
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / July 9, 2026 / Phoenix Metals Corp. (TSX:PCA) ("Phoenix" or the "Company") is pleased to announce that it has closed its previously announced, upsized initial public offering (the "Offering") of 34,000,000 Class A common shares (the "Common Shares") of the Company at a price of $1.25 per Common Share (the "Offering Price"), for total gross proceeds of $42,500,000.
The Offering was conducted through a syndicate of underwriters co-led by Canaccord Genuity Corp. and National Bank Financial Inc., as joint-lead managers and joint bookrunners, and including Haywood Securities Inc. and RBC Dominion Securities Inc. (collectively, the "Underwriters").
In connection with the Offering, the Company granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part at any time up to 30 days following closing of the Offering, to purchase up to an additional 5,100,000 Common Shares at the Offering Price to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option remains unexercised as of the date of this press release. If the Over-Allotment Option is exercised in full, the Offering would raise aggregate gross proceeds of $48,875,000.
The Common Shares of the Company are listed on the Toronto Stock Exchange under the symbol "PCA".
The Offering was completed pursuant to Phoenix's supplemented PREP prospectus dated July 2, 2026 (the "Supplemented Prospectus"), filed with the securities regulatory authorities in each of the provinces of Canada, except Québec, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Certain insiders of the Company subscribed for an aggregate of 3,156,000 Common Shares under the Offering, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as the fair market value of the transaction involving interested parties did not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances, as the insider participation had not been confirmed at that time and the Company wished to close the Offering in an expeditious manner.
No securities regulatory authority has reviewed or approved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities in any jurisdiction in which the offering, solicitation or sale is not permitted.
The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the "United States" (as defined in Regulation S under the U.S. Securities Act), unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available.
Unless otherwise indicated, all references to dollar amounts in this press release are to Canadian dollars.
About Phoenix Metals Corp.
Phoenix Metals Corp. is a Canadian mineral exploration company focused on the exploration and development of gold-copper deposits in south-central British Columbia. The Company's principal asset is the Greenwood Project, comprising the Lexington, Golden Crown, Blue Bell, Phoenix, Tam O'Shanter, and Boundary Falls and Haas Creek properties located between the Towns of Greenwood and Grand Forks, British Columbia, and consisting of 156 active mineral claims, four mining leases, and 211 Crown Granted parcels.
ON BEHALF OF PHOENIX METALS CORP.
Chris Lodder
Chair of the Board of Directors
For Further Information Please Contact:
Carly Church
Chief Operating Officer
Phone: (604)-220-0404
Email: [email protected]
Forward Looking Information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding the Offering and the potential exercise of the Over-Allotment Option.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of the Company's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. The Company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, readers should not place undue reliance on any of these forward-looking statements.
Important factors that could cause the Company's actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the Company's use of the net proceeds of the Offering differing from its current intentions, economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets, continued volatility in the capital markets, the adequacy of the Company's current working capital and the ability of the Company to raise additional funds as required, the occurrence of hostilities, political instability or catastrophic events, developments and changes in laws and regulations, including increased regulation of the mineral exploration and development industries through legislative and other regulator action, closures or slowdowns and changes in labour costs and labour difficulties, including affecting any future exploration or development of the Company's projects, the inability of the Company to expand or identify additional mineral resources on its assets, failure to convert any estimated mineral resources to reserves, the inability of the Company to complete a feasibility study which recommends a production decision, the uncertainty inherent in any future exploration or other results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals necessary for the Company's business plans, and other risks inherent in the mineral exploration and development industry, and other factors discussed under "Risk Factors" in the Supplemented Prospectus.
Any forward-looking statement made in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether because of new information, future developments or otherwise.
SOURCE: Phoenix Metals Corp.