ECR Minerals #ECR – Approval of Subscription: Posting of Circular and Notice of GM, Approval of Directors Share Agreements, PDMR Dealing & Issue of Adviser Shares

As announced on 18 September 2023, the Company has conditionally raised £580,000 by way of a direct subscription (“Subscription”) through the issue of 331,392,844 new ordinary shares in the Company (“New Ordinary Shares”), at a price of 0.175p per New Ordinary Share. The Subscription was conditional upon, amongst other things, the approval by shareholders of certain resolutions to be proposed at the upcoming general meeting of the Company. The Company confirms that it will today publish and dispatch a shareholder circular (“Circular”), together with a notice convening a general meeting (“GM”) of the Company (the “Notice”). The GM will be held at Office T3, Hurlingham Studios, Ranelagh Gardens, London, SW6 3PA on 6 October 2023 at 11.00 a.m.

The associated Circular and Notice of GM will be posted to shareholders today, and will be available on the Company’s website shortly at: https://www.ecrminerals.com/investors-media/circulars

Salary Sacrifice

Alongside the Subscription, four members of the board of directors, David Tang, Andrew Scott, Adam Jones and Trevor Davenport, have agreed, conditional on the passing of the resolutions at the upcoming general meeting, to subscribe for 22,857,142 New Ordinary Shares at the Subscription Price of 0.175p in lieu of an aggregate of £40,000 salary, thereby further preserving the Company’s cash resources.

The Ordinary Shares proposed to be issued to certain members of the Board are as follows:

(together the “Existing Directors Shares”)

If the resolutions are approved by Shareholders, it is intended that the Existing Directors Shares will be issued on or around 30 November 2023, with admission to trading commencing on or around 1 December 2023. A further announcement would be made at that time.

Issue of Shares to New Director and PDMR 

As announced on 15 September 2023, the Company has appointed two new senior management team members. Nick Tulloch, has been appointed Executive Director and Managing Director of the Company and Mike Whitlow has been appointed as Chief Operating Officer (non board position). As part of joining the Company they have now agreed to a remuneration package that is (i) predominantly based on earning equity in the Company; (ii) is designed to incentivise and align their interests with Shareholders and (iii) preserves the Company’s cash resources.  Accordingly it has been agreed that they will each receive a salary of £102,000 per annum of which £12,000 is to be paid in cash pro rata across the year, and the balance is to be satisfied by the issue of equity in four quarterly payments of £22,500 using the mechanism set out below:

• On 14 December 2023, the issue of 12,857,142 Ordinary Shares each (being £22,500 Ordinary Shares at a price of 0.175 pence each); and
• At the end of each subsequent quarter (14 March 2024, 14 June 2024 and 14 September 2024), the issue of ordinary shares valued in the Company at a value of £22,500, with such number of shares calculated by reference to: (i) the price at which an equity fundraising in the Company was carried out during that quarter or (ii) if there was no fundraising, the price equal to the volume weighted average price of ordinary shares in the Company calculated over the previous 14 days, provided always that the minimum ordinary share price that shall apply is 0.175 pence.

(together the “New Directors Shares”)

In each case the issue of these shares is conditional on the relevant person being a director of the Company. On the first anniversary of the date of the employment the Company and each of Nick Tulloch and Mike Whitlow will agree new remuneration terms. 

If approved by Shareholders, it is intended that the first Tranche of the New Director Shares (being 25,714,284 Ordinary Shares, in total and in aggregate) will be issued on or around 14 December 2023, with admission to trading on AIM commencing on or around 15 December 2023. A further announcement would be made at that time.

New Advisor Shares

Certain key advisers of the Company have conditionally agreed to receive 6,857,142 Ordinary Shares (the “Adviser Shares”) in lieu of £12,000 of cash invoice entitlements, to assist the Company in conserving its cash resources. If approved by Shareholders, it is intended that the Adviser Shares will be issued on or around 9 October 2023, with admission to trading on AIM commencing on or around 9 October 2023.

Use of Proceeds and Requirement for Shareholders to Vote

The proceeds of £580,000 (gross) to be raised through the Subscription will provide the Company with the necessary funding it requires to advance the Company’s extensive existing assets, to progress new opportunities and for working capital purposes. In the event that the resolutions at the General Meeting are not approved and the proposed Subscription does not complete, the Directors would need to consider urgently alternative sources of funding to meet its immediate working capital needs. There is no assurance that any such alternative funding arrangements could be put in place in the timescale required, which would have a materially adverse effect on the Company, and accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions required to be passed to implement the Subscription.

The total number of ordinary shares to be issued pursuant to the Subscription, the Existing Directors Shares, the New Directors Shares and the Adviser Shares is 463,964,270 Ordinary Shares (“Total New Ordinary Shares”). Following the issue and Admission of the Total New Ordinary Shares (which is conditional on, among other items, the passing of the resolutions at the upcoming General Meeting and the Admission dates set out above) the total issued share capital in the Company would be 1,671,940,285 Ordinary Shares.

ECR Managing Director Nick Tulloch commented: “As we announced yesterday, the Subscription generated material interest from a number of prospective investors and I am pleased to report that it is being further supported by members of the board and certain of our advisers who are aligning themselves with our shareholders.” 

“Mike and I are less than a week into our new roles but we are grateful for the response to the Subscription that leaves ECR very well placed to advance both our current portfolio of assets as well as develop new opportunities.”

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