Mr. Jason Tong reports

EXGEN: PHOENIX RAISES US$80 MILLION FOR CONSTRUCTION OF THE EMPIRE MINE, IDAHO

ExGen Resources Inc. has provided an update in respect of Phoenix Copper Ltd.'s exploration and development activities at the Empire mine project in Custer county, Idaho, United States, further to Phoenix's news release of May 15, 2024. ExGen owns 20 per cent and Phoenix owns 80 per cent of Konnex Resources Inc., which holds the leases and claims to the Empire mine project, which includes all of the Navarre Creek claim block. ExGen further owns 1.33 million common shares of Phoenix.

Jason Riley, chief executive officer of ExGen, commented: "This is a transformational milestone for the Empire project, and we congratulate the entire Phoenix team for their diligence and perseverance in this monumental effort. We look forward to the coming PFS [prefeasibility study] and progressing towards construction and potential cash flow visibility."

Empire

On May 15, 2024, Phoenix announced that its corporate copper bond issue has been fully subscribed for a principal value of $80-million (U.S.) (before bond issue expenses). Phoenix has entered into a subscription agreement with NIU Invest SE, a European private equity investment company (the bond investor), pursuant to which the bond investor has subscribed for $80-million (U.S.) of bonds, subject to certain conditions being met. The bonds will be drawn down in tranches in accordance with a drawdown schedule in order to fully finance the construction of the company's Empire open-pit mine in Idaho, United States, for the production of copper, gold and silver, and for general working capital.

Subject to the directors being granted the authority to allot relevant securities at Phoenix's forthcoming annual general meeting (AGM), scheduled to be held on May 29, 2024, unless and until agreed otherwise, the bonds will be drawn down as to $5-million (U.S.) on or around May 31, 2024 (the initial drawdown), $5-million (U.S.) on or around June 30, 2024, $20-million (U.S.) on or around Aug. 31, 2024, and the balance of $50-million (U.S.) in two tranches during the first half of 2025.

The bonds are not convertible. However, subject to the initial drawdown being received, the company has agreed to pay the bond investor an arrangement fee by way of an issue of 33.88 million new ordinary shares of no par value in the company (new ordinary shares) and a drawdown fee by way of warrants to subscribe at no cost for a further 22.59 million new ordinary shares. The warrants will vest pro rata over drawdown of the first $30-million (U.S.) of bonds and remain valid for a period of five years from initial drawdown. On a fully diluted basis, the bond investor will have the right to accumulate up to a 25-per-cent strategic investment in the company over a five-year period, based on the current issued share capital of the company.

About ExGen Resources Inc.

ExGen, formerly Boxxer Gold Corp., is a project accelerator that seeks to finance exploration and development of its projects through joint ventures and partnership agreements. This approach significantly reduces the technical and financial risks for ExGen while maintaining the upside exposure to new discoveries and potential cash flow. The company intends to build a diverse portfolio of projects across exploration stages and various commodity groups. ExGen currently has five projects in Canada and the United States.

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