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ECR Minerals #ECR – Salary Sacrifice, Admission of Shares and TVR
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce an extension of the directors’ salary sacrifice scheme as well as the issue of new ordinary shares in respect of the existing salary sacrifice scheme.
Extension of Salary Sacrifice
In September 2023, four members of the then board of directors, David Tang, Andrew Scott, Adam Jones and Trevor Davenport, agreed to subscribe for new ordinary shares in ECR (“New Ordinary Shares”) in lieu of an aggregate of £40,000 salary (£10,000 each). These four then directors subsequently agreed to extend this arrangement to 31 March 2024 by subscribing for a further £40,000 (£10,000 each) of New Ordinary Shares in aggregate. Subsequently, David Tang, Andrew Scott and Trevor Davenport agreed to extend this arrangement for a third time through to 30 June 2024 by subscribing for New Ordinary Shares in lieu of an aggregate of £39,000 salary (£13,000 each).
Andrew Scott and Trevor Davenport have now agreed to extend this arrangement for a fourth time through to the Company’s year end of 30 September 2024 by subscribing for New Ordinary Shares in lieu of an aggregate of £18,000 salary (£9,000 each) that they would be otherwise due through to that date. David Tang and Adam Jones have both since left the board so are no longer included in these arrangements (although Adam remains with ECR as Chief Geologist).
These New Ordinary Shares will be issued on or around 30 September 2024, with admission to trading commencing on or around 1 October 2024. The number of the New Ordinary Shares to be issued will be calculated by reference to (i) the price at which an equity fundraising in the Company is carried out in the period of the salary sacrifice or (ii) if there is no fundraising, the price equal to the volume weighted average price of ordinary shares in the Company calculated over the previous 14 days. A further announcement will be made at that time.
Nick Tulloch and Mike Whitlow are already remunerated substantially by the issue of New Ordinary Shares as announced on 18 September 2023.
Issue of New Shares
ECR is also pleased to confirm that the new ordinary shares awarded pursuant to the salary sacrifice announced on 18 April 2024 (“New Ordinary Shares”) have been issued and allotted. Each of David Tang, Andrew Scott and Trevor Davenport have received 4,816,598 New Ordinary Shares in lieu of an aggregate of £39,000 salary. The New Ordinary Shares were issued at a price of 0.2699 pence per share, being the volume weighted average price of ordinary shares in the Company calculated over the 14 days prior to 30 June 2024.
The total ordinary shares in ECR Minerals currently held by Andrew and Trevor, as PDMRs of the Company, are as follows:
Name | Shares in the Company Issued today | Total Shares in the Company now held | Percentage of the Company’s issued equity held |
Andrew Scott | 4,816,598 | 13,864,216 | 0.74% |
Trevor Davenport | 4,816,598 | 13,864,216 | 0.74% |
Total | 9,633,196 |
Admission and Disclosure and Transparency Rules
Application has been made for 14,449,794 New Ordinary Shares to be admitted to trading on AIM (“Admission“) and it is expected that Admission will become effective on or around 15 August 2024. The New Ordinary Shares will rank pari passu with the existing ordinary shares. Upon Admission, ECR’s issued ordinary share capital will comprise 1,871,510,911 ordinary shares of 0.001p. This number will represent the total voting rights in the Company, and, following admission may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
Nick Tulloch, Chairman, said: “My thanks to Andrew and Trevor who have agreed to extend their salary sacrifice. I have regularly spoken of the Board’s ethos of aligning itself with our shareholders and conserving the Company’s cash resources and this fourth salary sacrifice, which now covers our entire financial year, is a further vote of confidence in our strategy and the opportunities that we have before us.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 1738 317 693 | ||
Nick Tulloch, Chairman
Andrew Scott, Director |
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Email: | |||
Website: www.ecrminerals.com | |||
Zeus Capital Limited | Tel: +44 (0) 203 829 5000 | ||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
|||
Axis Capital Markets Limited | Tel: +44 (0) 203 026 0320 | ||
Broker | |||
Ben Tadd/Lewis Jones | |||
Brand Communications | Tel: +44 (0) 7976 431608 | ||
Public & Investor Relations | |||
Alan Green |
ECR Minerals #ECR – Board Changes
ECR Minerals plc (AIM: ECR), the exploration and development company focused on gold in Australia, announces that Non-Executive Director and former Chairman David Tang has informed the Board that he has decided to step down as a non-executive director of the Company in order to pursue his other interests. David will depart from the board with immediate effect.
Nick Tulloch, Chairman of ECR, commented: “David chaired the board of ECR through a difficult period for the Company and has been a committed supporter of changes that we have been making over the past year. I was particularly pleased that, when David stepped down as Chairman earlier this year, he agreed to stay on the board and provide us with his insight and detailed knowledge of our operations. On behalf of the board of ECR, we wish him well in his future endeavours.”
For further information please contact
ECR Minerals plc | Tel: +44 (0) 1738 317 693 | ||
Nick Tulloch, Chairman
Andrew Scott, Director |
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Email: | |||
Website: www.ecrminerals.com | |||
Zeus Capital Limited | Tel: +44 (0) 203 829 5000 | ||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
|||
Axis Capital Markets Limited | Tel: +44 (0) 203 026 0320 | ||
Broker | |||
Ben Tadd/Lewis Jones | |||
Brand Communications | Tel: +44 (0) 7976 431608 | ||
Public & Investor Relations | |||
Alan Green |
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria (Tambo gold project).
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range, Queensland, Australia. The Company has also submitted a license application at Kondaparinga which is approximately 120km2 in area and located within the Hodgkinson Gold Province, 80km NW of Mareeba, North Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), MGA has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited. MGA also has approximately A$75 million of unutilised tax losses incurred during previous operations.
ECR holds a royalty on the SLM gold project in La Rioja Province, Argentina which could potentially receive up to US$2.7 million in aggregate across all licences.
ECR Minerals #ECR – AGM Statement
ECR Minerals plc (LON: ECR), the gold exploration and development company focussed on Australia, announces that at the Company’s annual general meeting (AGM) at 11:00 am today the chairman will make the following statement:
“Good morning, ladies and gentlemen. Welcome to the 2024 Annual General Meeting of ECR Minerals plc.
Firstly, my thanks and appreciation to David Tang, our former chairman. It was an honour to take over from him in February and I thank him for the work he’s done for ECR.
Since Mike and I joined the company in September last year, it’s been pleasing to see a significant acceleration in the pace of operations alongside more stringent financial controls.
I’d like firstly to take this opportunity to provide shareholders with an update on our exploration plans in Australia across our projects in Queensland and Victoria.
With improving weather conditions, our field teams are preparing to return to Lolworth in Queensland. Initial assessments have revealed numerous gold-bearing streams as well as indications of rare earths mineralisation. The best indicators appear to be at our Oak Creek prospect.
Our upcoming trenching campaign aims to provide us with a better understanding of the subsurface geology which will be a key step towards identifying and then ranking drill targets. We remain optimistic about the potential for significant mineralisation at Lolworth.
Also in Queensland, our Chief Geologist is preparing for ECR’s inaugural exploration campaign at Blue Mountain. Our preliminary analysis suggests that the historical work conducted by the previous operator presents compelling opportunities – especially for its alluvial gold potential. It currently includes an alluvial resource reported to contain at least 100,000 ounces. Subject to the necessary permissions, we’re looking forward to advancing the project potentially towards production-readiness. Encouragingly, the landowners have expressed their willingness to work with us on the project which has further increased our confidence that the project could well exceed our initial expectations.
In Victoria, building upon the success of our recent drill campaign at Creswick, we have now re-established contact with the landowners at Tambo where we expect to deploy our team in the coming weeks. Rock samples taken from the project back in 2022 yielded highly encouraging results of up to 22 g/t, and we’ll be looking to undertake a brief follow-up work programme before identifying optimal sites for drilling in due course.
Investors will be aware that last month we raised £585,000 – notably at a 71% premium to our last raise 6 months ago when Mike and I first joined ECR. That brings the total capital raised during our time with the company to £1.16 million. Along with the existing directors’ salary sacrifice arrangements, as well as Mike and I accepting shares in lieu of salary, we are well funded and have the necessary working capital to undertake our upcoming work programs in both Queensland and Victoria.
I’m very much looking forward to keeping our shareholders up to date on what we expect to be exciting developments over the coming weeks and months as we work to unlock the potential we see in our projects.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | ||
Nick Tulloch, Chairman
Andrew Scott, Director |
|||
Email: | |||
Website: www.ecrminerals.com | |||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | ||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
|||
Axis Capital Markets Limited | Tel: +44 (0) 203 026 0320 | ||
Broker | |||
Ben Tadd/Lewis Jones | |||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | ||
Broker | |||
Nick Emerson | |||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | ||
Broker
Jon Belliss |
|||
Brand Communications | Tel: +44 (0) 7976 431608 | ||
Public & Investor Relations | |||
Alan Green |
ECR Minerals #ECR – Salary Sacrifice, Admission of Shares and Total Voting Rights
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce an extension of the directors’ salary sacrifice scheme as well as the issue of new ordinary shares in respect of the existing salary sacrifice scheme.
Salary Sacrifice
In September 2023, four members of the then board of directors, David Tang, Andrew Scott, Adam Jones and Trevor Davenport, agreed to subscribe for new ordinary shares in ECR (“New Ordinary Shares”) in lieu of an aggregate of £40,000 salary (£10,000 each), thereby preserving the Company’s cash resources. These four then directors subsequently agreed to extend this arrangement on 16 November 2023 by subscribing for a further £40,000 (£10,000 each) of New Ordinary Shares in aggregate.
David Tang, Andrew Scott and Trevor Davenport have now agreed to extend this arrangement for a third time through to 30 June 2024 by subscribing for New Ordinary Shares in lieu of an aggregate of £39,000 salary (£13,000 each) that they would be otherwise due through to that date. Adam Jones has since left the board, although remains with ECR as Chief Geologist, so is no longer included in these arrangements.
These New Ordinary Shares will be issued on or around 30 June 2024, with admission to trading commencing on or around 4 July 2024. The number of the New Ordinary Shares to be issued will be calculated by reference to (i) the price at which an equity fundraising in the Company is carried out in the period of the salary sacrifice or (ii) if there is no fundraising, the price equal to the volume weighted average price of ordinary shares in the Company calculated over the previous 14 days. A further announcement will be made at that time.
Nick Tulloch and Mike Whitlow are already remunerated substantially by the issue of New Ordinary Shares as announced on 18 September 2023.
Issue of New Shares
The Company is pleased to confirm that the new ordinary shares awarded pursuant to the salary sacrifice announced on 16 November 2023 (“New Ordinary Shares”) have been issued and allotted. Each of David Tang, Andrew Scott, Trevor Davenport and Adam Jones have received 3,333,333 New Ordinary Shares in lieu of an aggregate of £40,000 salary (a total of 13,333,332 Ordinary Shares). The New Ordinary Shares were issued at a price of 0.3 pence per share in line with the fundraising announced on 14 March 2024 (in accordance the terms of the salary sacrifice)
The total ordinary shares in ECR Minerals currently held by David, Andrew and Trevor, as PDMRs of the Company, are as follows:
Name | Shares in the Company Issued today | Total Shares in the Company now held | Percentage of the Company’s issued equity held (after admission of the New Ordinary Shares) |
David Tang | 3,333,333 | 9,047,618 | 0.49% |
Andrew Scott | 3,333,333 | 9,047,618 | 0.49% |
Trevor Davenport | 3,333,333 | 9,047,618 | 0.49% |
Total | 9,999,999 |
Admission and Disclosure and Transparency Rules
Application has been made for 13,333,332 New Ordinary Shares to be admitted to trading on AIM (“Admission“) and it is expected that Admission will become effective on or around 24 April 2024. The New Ordinary Shares will rank pari passu with the existing ordinary shares. Upon Admission, ECR’s issued ordinary share capital will comprise 1,839,753,425 ordinary shares of 0.001p. This number will represent the total voting rights in the Company, and, following admission may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
Nick Tulloch, Chairman, said: “Once again, my fellow board members are continuing our ethos of aligning themselves with our shareholders and conserving the Company’s cash resources. I would like to express my gratitude for this further vote of confidence in our strategic direction and the opportunities we are creating.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | ||
Nick Tulloch, Chairman
Andrew Scott, Director |
|||
Email: | |||
Website: www.ecrminerals.com | |||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | ||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
|||
Axis Capital Markets Limited | Tel: +44 (0) 203 026 0320 | ||
Broker | |||
Ben Tadd/Lewis Jones | |||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | ||
Broker | |||
Nick Emerson | |||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | ||
Broker
Jon Belliss |
|||
Brand Communications | Tel: +44 (0) 7976 431608 | ||
Public & Investor Relations | |||
Alan Green |
ECR Minerals #ECR – Board Changes
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, announces that David Tang has stepped down as Chairman of the Company and Nick Tulloch has been appointed Chairman in his place, in addition to his role as Executive Director of the Company. David Tang will remain on the board as a non-executive director.
David Tang, Non-Executive Director, said: “I suggested to the board that the time was right for me to hand over the chairmanship of our Company and, with the endorsement of the other non-executive directors, I have asked Nick to take on the role. We have spoken a lot about the change in pace and change in approach since Nick and Mike joined ECR last September and I am sure it is apparent to investors that it is Nick and Mike leading the strategic direction of the Company and liaising with our counterparties. I am delighted that Nick has accepted this role at ECR.”
Nick Tulloch, Chairman, said: “My thanks to David who has led ECR through a very challenging period with great diligence and commitment. I was honoured that he asked me to take over as Chairman. We have been implementing a number of changes to ECR in recent months and there is still a great deal to accomplish. As we move into this next phase, I am pleased that we will continue to benefit from David’s wise counsel and detailed knowledge of our operations.”
The Directors recognise that Nick Tulloch’s appointment as Chairman alongside his ongoing responsibilities as an executive director is not in line with the QCA Corporate Governance Code but consider that given the current size and stage of development of ECR, and Nick’s experience, it is in the best interests of all stakeholders for him to take up this position. The Directors further note that a considerable amount of the operational responsibilities of the Company are carried out by Mike Whitlow, COO. At the same time, Trevor Davenport has been appointed Senior Independent Director of the Company.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
Nick Tulloch, Chairman
Andrew Scott, Director |
||||
Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
||||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker
Jon Belliss |
||||
Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green | ||||
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has eight active exploration tenements and two in application (Ballarat and Tambo).
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”), which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range, Queensland, Australia. The Company has also submitted a license application at Kondaparinga which is approximately 120km2 in area and located within the Hodgkinson Gold Province, 80km NW of Mareeba, North Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.
ECR holds a 90% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.
ECR Minerals #ECR – Salary Sacrifice Share Admission and Total Voting Rights
ECR Minerals plc (LON:ECR), the exploration and development company focused on gold in Australia, is pleased to confirm that the new ordinary shares awarded to four members of the board pursuant to the salary sacrifice announced on 19 September 2023 (“Existing Directors Shares”) have been issued and allotted. Each of David Tang, Andrew Scott, Trevor Davenport and Adam Jones have received 5,714,285 Existing Directors Shares in lieu of an aggregate of £40,000 salary. This salary sacrifice is in addition to the further salary sacrifice that was announced on 16 November 2023.
Admission and Disclosure and Transparency Rules
Application has been made for 22,857,142 Existing Directors Shares to be admitted to trading on AIM (“Admission“) and it is expected that Admission will become effective on or around 4 December 2023. The Existing Directors Shares will rank pari passu with the existing ordinary shares. Upon Admission, ECR’s issued ordinary share capital will comprise 1,569,083,142 ordinary shares of 0.001p. This number will represent the total voting rights in the Company, and, following admission may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
David Tang, Non-Executive Chairman
Nick Tulloch, Managing Director Andrew Scott, Director |
||||
Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
||||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker
Jon Belliss |
||||
Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green | ||||
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:
Director | Position | Salary Sacrificed in the period 1 August 2023 to 30 November 2023 | Number of New Ordinary Shares to be issued in lieu of salary (conditional) at 0.175p | Total Shares then held if Admission was to occur. |
David Tang | Chairman | £10,000 | 5,714,285 | 5,714,285 |
Andrew Scott | Director | £10,000 | 5,714,285 | 5,714,285 |
Trevor Davenport | Director | £10,000
|
5,714,285 | 5,714,285 |
Adam Jones | Technical Director | £10,000 | 5,714,285 | 5,714,285 |
(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.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
David Tang, Non-Executive Chairman
Nick Tulloch, Managing Director Andrew Scott, Director |
||||
Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
||||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker
Jon Belliss |
||||
Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green |
ECR Minerals #ECR – Issue of Options
ECR Minerals plc (LON:ECR), the exploration and development company focused on gold in Australia, is pleased to announce that it has today issued new options (“New Options”) over 68,100,000 ordinary shares in the Company, to senior employees and certain directors / PDMRS of the Company.
The new options will be valid for five years. They will be issued in three equal tranches and are priced at 1p, 2p and 3p. Exercise of each tranche of the New Options is conditional on the Volume Weighted Average Price of the shares for 14 days being equal to or higher than the relevant exercise price prior to exercise. Exercise of the options is also dependant on the relevant director or employee still being employed by the Company at the time of exercise.
The Directors and PDMRs receiving shares are as follows:
Name of Director / PDMR | No. of New Options | Tranche 1: 1p Options | Tranche 2: 2p Options | Tranche 3: 3p Options | Total Options Held* |
David Tang (Chairman) | 6,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 16,000,000 |
Adam Jones (Director) | 12,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | 17,000,000 |
Andrew Scott (NED) | 6,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 21,000,000 |
Andrew Haythorpe (CEO) | 33,000,000 | 11,000,000 | 11,000,000 | 11,000,000 | 33,000,000 |
*total options held includes options held under prior Option Schemes. More details of these are set out in the Company’s Annual Report and Accounts.
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
David Tang, Non-Executive Chairman
Andrew Haythorpe, CEO |
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Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
||||
SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker
Jon Belliss |
||||
Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green
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ECR Minerals #ECR – Annual Report
LONDON: 3 APRIL 2023 – ECR Minerals plc is pleased to announce its audited financial statements for the twelve months ended 30 September 2022 (“FY 2022”). The information presented below has been extracted from the Company’s Annual Report and Accounts for FY2023.
Copies of the Annual Report and Accounts for FY2022 with the notice of annual general meeting have been posted to shareholders and are available on the Company’s website www.ecrminerals.com. The Company intends to hold its annual general meeting at 9am on 24 April 2023 at Hurlingham Studios, Ranelagh Gardens, London SW6 3PA.
Market Abuse Regulations (EU) No. 596/2014
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (“MAR”). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0)20 7929 1010 | ||
David Tang, Non-Executive Chairman
Andrew Haythorpe, Chief Executive Officer |
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Adam Jones, Executive Director
Dr Trevor Davenport, Independent Non-Executive Director Andrew Scott, Non-Executive Director |
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Email: | |||
Website: www.ecrminerals.com | |||
WH Ireland Ltd | Tel: +44 (0)207 220 1666 | ||
Nominated Adviser | |||
Katy Mitchell/Andrew de Andrade | |||
SI Capital Ltd | Tel: +44 (0)1483 413500 | ||
Joint Broker | |||
Nick Emerson | |||
Novum Securities Limited | Tel: +44 (0)2073 999400 | ||
Joint Broker | |||
Jon Belliss
Brand Communications Public & Investor Relations Alan Green |
Tel: +44 (0)7976 431608 |
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria. (Tambo gold project). MGA is currently drilling at the Bailieston Blue Moon Project (EL5433) and undertaking geochemical exploration on the Creswick (EL6148) project and has an experienced exploration team with significant local knowledge in the Victoria Goldfields and wider region.
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Queensland, Australia.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.
ECR holds a 90% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.
FORWARD LOOKING STATEMENTS
This announcement may include forward looking statements. Such statements may be subject to numerous known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. Any forward-looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward-looking statements because of new information, future events or for any other reason.
The Directors of ECR Minerals plc (the “Directors” or the “Board”) present their report and audited financial statements for the year ended 30 September 2022 for ECR Minerals plc (“ECR”, the “Company” or the “Parent Company”) and its subsidiaries on a consolidated basis (the “Group”)
Chairman’s Statement
Although the year to September 2022 has been a year of significant operational progress, it was overshadowed for the most part by the untimely and tragic death of long serving CEO Craig Brown. Craig was a close personal friend and confidant of mine, and his death in October 2021 was a profound shock to us all. A year on and his family are still with us as enthusiastic supporters and shareholders, keen to see his legacy fulfilled.
As a result of Craig’s death, an interim management committee was set up to oversee the continued smooth running of the Company, including the ongoing drill campaigns underway in Victoria. This was not without its challenges, but thanks to an experienced operational team on the ground in Victoria, our now Technical Director Adam Jones oversaw the continued smooth running and restart of diamond drilling activities at Bailieston.
The search for a CEO to replace Craig started at the end of 2021, and by April 2022, Andrew Haythorpe’s experience as a board member with numerous listed mining companies put him in pole position as our clear favoured candidate. Since his arrival, Andrew has adopted a structured and methodical approach in assessing our existing assets and as we have seen post year end, he is now bringing his own ideas and projects into the fold. The most significant manifestation of this was the announcement post year end that ECR had been granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Ltd, the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in NE Queensland, together known as the Hurricane Project. Following a fundraise announced post year end, the Company is now in a position to potentially complete on the option acquisition once the steps outlined in the agreement have been undertaken. Hurricane is a late-stage exploration project that offers three tenements all highly prospective for gold and antimony.
ECR’s operational hub is currently centred in the state of Victoria in Australia, and through our wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) we have continued to develop our projects at Bailieston and Creswick. Through our other wholly owned subsidiary LUX Exploration Pty Ltd (“LUX”) we are continuing to develop potential gold and battery metals assets in the Lolworth Range area in Northern Queensland and following the grant of exploration licences there in February 2022, our field team have undertaken a comprehensive stream sediment sampling campaign, with some impressive results announced post year end.
In Victoria, following the discovery of the highest-grade gold intercept yet revealed at the Historic Reserve #3 (HR3) prospect, the MGA team completed a series of intensive diamond drilling campaigns at HR3, including the prospective Byron, Dan Genders, Scoulars and Maori Reefs, plus numerous cross-structures. In August 2022, despite delays in receiving assay results from the labs, results from several holes led to the discovery of two mineralisation corridors within the Maori Anticline at Historic Reserve 3 (HR3). Post year end, we announced final gold results from the 2022 HR3 drill programme and, along with the earlier results, the full dataset is now undergoing evaluation prior to announcing our next steps for 2023. Also post year end, a further two exploration licences were granted to MGA at Bailieston, bringing our total land package there to 179 square km, including our own property at Nagambie Rushworth Road, acquired in summer 2021.
Of all the Bailieston projects, it was Blue Moon that piqued our new CEO’s interest due to its unusual geology. Blue Moon was finally drilled at the end of the year in focus, and post year end an encouraging grade from the first Blue Moon drill hole was reported.
Historically, a lot of investor interest has centred on our Creswick project, where ECR also owns a second property at Springmount. Following a visit to the Creswick tenements with Technical Director Adam Jones earlier this year, Andrew Haythorpe took the decision that the Company should re-assay the Creswick diamond drill core. This proved to be a master stroke, with high grade results revealed including 0.7m @47.75 g/t Au (see announcement dated [19 October 2022] for the full details of these results). Our key licence there was renewed during the year for a further 5 years, and along with the grant of the adjacent Ballarat East Nerrina Goldfield licence, our team are gearing up for a new focus on Creswick in 2023.
ECR (through MGA) also owns two exploration licences in eastern Victoria, known as the Tambo project. Licence EL007484 covering the Tambo River and Swifts Creek region was granted in December 2021, and this territory will also be in focus for exploration in 2023.
In December 2021, ECR formalised its 25% shareholding in Cordillera Tiger Gold Resources, owner of Exploration Licence EP-006 at the Danglay Gold Project, N Philippines. April 2022 saw ECR acquire further shares from an existing shareholder to take a majority 70% stake in the project, bringing the nascent value at Danglay back to the fore on our balance sheet. With our focus very much on Australia, several options are being explored to crystallize value here.
In maintaining intensive drilling campaigns and exploration activities, ECR’s capital position has reduced during the year, and now stands at £612,582. Following the previously mentioned post year end fundraising, and the sale of the Bendigo property announced in August 2022. With further asset disposals under consideration, the costs of our scheduled activities for the coming year are in hand.
We have significantly advanced the value of our assets across the group during the year, and now with Andrew’s leadership I believe we have never been better positioned to deliver transformative value to our shareholders.
Weili (David) Tang
Chairman
31 March 2023
Chief Executive Officer Report
In my first report to you as your CEO, I must first pay tribute to my predecessor Craig Brown. I am under no illusions that his are big shoes to fill, but it is my sincere hope that with his family seeking fulfilment of his legacy, I and your Board can bring some of these key assets to fruition.
I would also like to express my gratitude to the Interim Committee of Chairman David Tang, Technical Director Adam Jones, and Non-Executive Director’s Andrew Scott and Trevor Davenport for overseeing the day to day running of the business before my arrival.
The early part of the year saw the gold price continue to build, pushing back over US$2,000oz in March, nearly reaching the highs of US$2,067 oz in March 2020. That was the best performance segment of the year however, as rising interest rates and hawkish outlooks from the US Fed and the European Central Bank saw the gold price slide lower to close out the ECR financial year at US$1,618 oz. It should be remembered that although gold is considered a hedge against rising inflation, higher rates raise the opportunity cost of holding non-yielding bullion, which will invariably weigh on the gold price. Post year end we have seen a resurgence in value, which we believe is due to gold’s compelling safe-haven status set against a highly uncertain macro picture.
Since my arrival in April 2022 I have focussed on ECR’s existing drilling operations in Victoria, Australia. I took time to get to know the projects at Bailieston and Creswick so I could form a judgement on how these assets could fit into an expanding gold exploration Company. I was very impressed with what I found. I spent time exploring the locations with Adam Jones, and as a geologist I was highly impressed with both the work he’d overseen to date and also his ideas on further developing each project.
With my knowledge of Northern prior experience exploring in North Queensland, I was already aware of the history and relatively unexplored nature of Lolworth Range near to the Charters Towers region, and, along with Adam Jones, I am equally enthusiastic over the opportunity and visible gold observed in the field with assays now returning from the initial field campaign. I also look forward to exploring and possibly developing the Hurricane project, on which ECR announced a conditional option to buy 100% for cash and shares in 2023 just after the financial year end.
Victoria Work Overview:
Bailieston:
The Bailieston area is sited 47 km east of Kirkland Lake Gold’s prolific Fosterville gold mine, which produced 509,601 ounces in 2021, with head grades approaching 23.7g/t. To date, ECR has drilled 9,485m at Bailieston across several projects since Jan 2021. Following the discovery of the highest-grade gold intercept yet revealed at the Historic Reserve #3 (HR3) prospect, the team completed a series of intensive diamond drilling campaigns at HR3, and in August 2022, results from several holes led to the discovery of two mineralised corridors within the Maori Anticline at HR3. Post year end, we announced final gold results from the 2022 HR3 drill programme and, along with the earlier results, this full dataset is now being evaluated by our geology team. Also post year end, a further two exploration licenses were granted at Bailieston, bringing our total land package there to 179 square km, including our own property at Nagambie Rushworth Road, acquired in summer 2021.
Of particular interest is the Blue Moon project due to its unusual geology and mineralization style. It offers unusually broad width and consistency (true width up to 7m). RC drilling in 2019 revealed 11m @ 5.13 g/t Au and 21m @ g/t Au, with mineralisation open to the east, west and down-dip. Once all the results are received, we can then make decisions on next steps.
Creswick:
During the summer of 2022, the management team came to London where I presented our investment case at the Proactive One 2 One event. Post year end I returned to London to attend 121 Mining Investment and Mines and Money. On each visit I was struck by how much investor interest was centred around Creswick in the wake of works and drilling undertaken there since 2019. It is also here at Springmount that ECR owns a second property with some historical mine workings on the land. Following my initial visit to the Creswick tenements with Technical Director Adam Jones earlier this year, we decided re-assay the Creswick diamond drill core. This proved to be a good decision, and just after our year end, the re assay revealed high grade results including 0.7m @47.75 g/t Au. Our key license there was renewed during the year for a further 5 years, and along with the grant of the adjacent Ballarat East Nerrina Goldfield license, armed with the re assay data our team are gearing up for a new focus on Creswick in 2023.
Tambo:
There are two exploration licences one still in application and the other now granted in eastern Victoria, known as the Tambo project. Licence EL007484 covering the Tambo River and Swifts Creek region was granted in December 2021, and this territory will also be in focus for exploration in 2023. The territory covers portions of the historic Swifts Creek/Omeo and Tambo River Goldfields that have recorded historical gold production totalling 225,000 oz (Geological Survey of Victoria). Tambo is considered to be prospective for orogenic reef gold and additionally for intrusion-related gold and base metal systems.
N Queensland Work Overview:
Lolworth Range
The Lolworth Range area in North Queensland has been closely monitored by ECR’s Head Geologist Adam Jones for at least eight years and is considered prospective for gold. In February 2022, exploration licences for tenements EPM27901, EPM27902 and EPM27903 were granted (they will expire in five years on 31 January 2027). ECR has a commitment expenditure of AUD$650,000 for the first three years across the three licence areas, and our team wasted no time in getting on the ground there, undertaking a comprehensive stream sediment sampling campaign, with some impressive results announced post year end with visible gold in 14% of the first 125 stream sediment samples. This is very encouraging. Further anomalies with tin and tungsten, plus multiple pegmatites (potential lithium sources) were observed and we are now putting together a follow up plan of action.
Hurricane Project (Post Year End)
Post year end, ECR was granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Ltd, the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in NE Queensland, together known as the Hurricane Project. Hurricane was discovered 5 years ago by a geologist who followed the Hodgkinson River tributaries to their source and discovered numerous gold veins at surface with grades ranging from 1- 20g/t over widths of 0.5-7m. Here ECR has a conditional option to buy outright for cash and shares in 2023, and with a modest A$200,000 spend commitment, we now have a drilling campaign planned there for July 2023. The acquisition will complete subject to those results. We consider Hurricane to be a late-stage exploration project with three tenements all highly prospective for gold and antimony.
Overview of Exploration Licence Portfolio
At the end of the financial year under review, ECR held three granted mineral exploration licences in Victoria (EL005433, EL006148 and EL006907). The granting of Creswick license EL006907 to the south of EL006148 links Creswick to the Ballarat East-Nerrina Goldfield. ECR holds granted exploration licence EL5433 at Bailieston and post year end has been granted Bailieston licenses EK006911 and EL 006912. At Tambo ECR owns granted exploration licence EL007484 covering Swifts Creek and the Tambo River.
ECR holds three exploration licences (EPM27901, EPM27902 and EPM27903) in the Lolworth area, North Queensland, and subject to exercise of the option to acquire Placer Gold Ltd (Hurricane Project), will own granted exploration licenses EPM 27518, EPM 25855 and EPM 19437.
These are augmented by exploration licence application EL007296 at Bailieston, exploration licence application EL006713 at Creswick and exploration license EL007486 at Tambo.
In November 2020, ECR lodged exploration licence application EL007537 for an area which surrounds mining licences MIN5396 and MIN4847. These mining licences, which are not held by ECR, contain the operating Ballarat gold mine. The area of EL007537 includes the southern extension of the Dimocks Main Shale, which is the principal target of exploration at the Creswick gold project located a short distance to the north, the northern extension of the Ballarat East line and the depth extensions of the Ballarat West line. EL007537 is in a competitive bid with three other applicants.
Danglay Gold Project, Philippines
In December 2021, ECR formalised its 25% shareholding in Cordillera Tiger Gold Resources, owner of Exploration License EP-006 at the Danglay Gold Project, N Philippines. The project is located in a prolific gold and copper mining district in the north of the Philippines. April 2022 saw ECR acquire further shares from an existing shareholder to take a majority 70% stake in the project, bringing the nascent value at Danglay back to the fore on the ECR balance sheet. With our focus very much on Australia, several options are being explored to crystallize value here. We will report back to the markets in due course.
Avoca and Timor Exploration Licence Royalties
In April 2020 MGA entered into an agreement for the sale of Avoca and Timor exploration licences EL5387, EL006280, EL006913 and EL006278 in Victoria to Currawong Resources Pty Ltd, a wholly owned subsidiary of Fosterville South Exploration Ltd. A cash payment of US$500,000 was received, and ECR is entitled to:
- A further payment of A$1 for every ounce of gold or gold equivalent of measured resource, indicated resource or inferred resource estimated within the area of one or more of the licences in any combination or aggregation of the foregoing, up to a maximum of A$1,000,000 in aggregate; and
- A further payment of A$1 for every ounce of gold or gold equivalent produced from within the area of one or more of the licences, up to a maximum of A$1,000,000 in aggregate.
SLM Gold Project Royalties
In February 2020, the Company sold its wholly owned Argentine subsidiary Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. The sale allows ECR to focus on its core gold exploration activities in Australia. The purchaser, Hanaq Argentina SA (“Hanaq”), is a Chinese-owned company engaged in lithium, base and precious metals exploration in Northwest Argentina including Salta, Jujuy and La Rioja, with a highly experienced management team.
ECR retains an NSR royalty of up to 2% to a maximum of USD 2.7 million in respect of future production from the SLM gold project, owned by Hanaq Argentina SA (Hanaq). The Directors believe that Hanaq has the operational capabilities and access to Chinese investment capital necessary to put the SLM project into production, subject to the usual prerequisites such as further exploration and feasibility studies being successfully completed (if deemed necessary by Hanaq) and to the necessary permits for production being obtained.
FINANCIAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2021
As a Group which is not generating revenue from operations, means that profit and loss is a metric of less utility than in many other businesses. For the year to 30 September 2022 the Group recorded a total comprehensive loss of £2,272,658 compared with £1,113,870 for the year to 30 September 2021. This increase is reflected principally in the impairment of Danglay Gold project.
The Group’s net assets at 30 September 2022 were £5,871,625 in comparison with £7,657,684 at 30 September 2021.
We have taken measures to preserve cash going forward, including asset disposals. ECR currently owns two properties in Victoria at Nagambie-Rushworth Road, Bailieston and at Brewing Lane, Springmount in Creswick. A third property close to Bendigo was disposed of during the year in question, raising a further A$950,000 (£550,000) toward our project exploration campaigns. Further disposals are under consideration, and post year end, the Company raised a further £900,000 before expenses. The Group expect further disposal in 2023, potential fundraising and exercising of outstanding warrants can cover our scheduled exploration costs for the foreseeable future.
Finally I would like to put on record my thanks to ECR shareholders for their continued support, and secondly for the welcome I have received from so many I have met at events and shows throughout the year. I fully expect to deliver some meaningful results from our key projects in the coming year, along with some real shareholder value.
Andrew Haythorpe
CEO
31 March 2023
Link here to view the full financial statements
ECR Minerals #ECR – Proposed Acquisition of Placer Gold Pty Limited
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia is pleased to announce it has today entered into a Binding Term Sheet pursuant to which it has been granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Limited (“Placer Gold”) (the “Option”).
Placer Gold is the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in NE Queensland, together known as the Hurricane Project (“Hurricane Project” or “Hurricane”)) (see Figure 1 and Figure 3 below).
To secure the option ECR has to pay a A$200,000 (approximately £144k) option fee (“Option Fee”), which is to be satisfied by a contribution to costs, the implementation of a work programme over the assets (details below) and a balancing cash payment to the shareholders of Placer Gold (“Vendors”). Once the Option Fee has been fully satisfied ECR can then exercise the Option at any time prior to 30 September 2023, at its absolute discretion. On exercise of the Option, ECR will enter into the transaction documents necessary to effect the acquisition in accordance with the requirements set out in the term sheet. The key details of that agreement are set out below. ECR has today made an initial payment of A$39,500 to the Vendors (a total of approximately £22k) which will be counted towards ECR’s payment of the Option Fee.
If the Option Fee is fully satisfied and the Option is exercised, the total consideration for the acquisition of Placer Gold is A$6.9m (approximately £3.8m, including the Option Fee, a further cash payment of A$200,000 payable in the event of certain milestones being reached, and a 2% net smelter royalty payable in the event the Hurricane Project is taken into production in the future, capped at £3m). However, the acquisition is subject to, inter alia, completion of due diligence to ECR’s satisfaction, all necessary consents, approvals and licence renewals being obtained, and the execution of formal transaction documentation (including a royalty deed and shareholders agreement). Accordingly, at this stage there can be no guarantee that ECR will obtain the Option or acquire Placer Gold. Nevertheless, the Directors have every expectation that the work programme will commence, due diligence enquiries will produce favourable results and that all necessary approvals and renewals will be received, such that the acquisition can proceed as intended.
A further update will be provided if and when ECR satisfies the Option Fee and another announcement will be made if ECR exercises the Option and begins the process of acquiring Placer Gold.
HIGHLIGHTS
- Conditional option to acquire 100% of Placer Gold, which wholly owns the Hurricane Project located west of Cairns in the Hodgkinson Province, NE Queensland.
- The Hodgkinson Province hosts several goldfields including Palmer River, West Normanby and Hodgkinson. Together these fields have produced more than 45 tonnes of gold from alluvial workings and mines.
- The Hurricane Project has previously been the subject of intensive field work and sampling, and the Directors consider it to be a late-stage exploration project with three tenements all highly prospective for gold and antimony.
- The Hurricane Project does not currently have a JORC-compliant resource, but the Directors believe the physical extent of the identified mineralisation, coupled with rock chip sampling results supports additional exploration and study work ultimately focussed on mine development.
- Payment of a A$200,000 Option Fee to secure the Option (comprised of a A$39,553.25 cash payment on signing of the Binding Term Sheet and the balance amount to be spent on exploration activities over the 12 month Option Period expiring on 30 September 2023) – this will not be recoverable by ECR if the Option is not exercised.
- The total proposed consideration for the acquisition of Placer Gold is A$6.9m (approximately £3.8m) comprised of the Option Fee, a cash payment upon completion of certain milestones and a capped royalty fee (more details below).
About the Hurricane Project
The Hurricane Project area is situated in the Hodgkinson Province of NE Queensland (see Figure 2 below) and located in the Tregoora Belt to the north-west of the Northcote District. The area hosts several goldfields such as the Palmer River, West Normanby and Hodgkinson. Together these fields have produced more than 45 tonnes of gold from alluvial workings and mines.
The Directors consider Hurricane to be a late-stage exploration project. Previously the area has been the subject of intensive field work and sampling with three tenements all highly prospective for gold and antimony, a pathfinder mineral often associated with the presence of gold, see ‘Background to Hurricane’ below.
The Hurricane Project is located approximately 400km due north of the Lolworth Range project, where ECR will shortly complete a soil sampling programme across its three exploration tenements.
ECR CEO Andrew Haythorpe commented: I am pleased and proud to announce that ECR has arranged this conditional option to acquire Placer Gold, which wholly owns the Hurricane Project in North Queensland. This is a project I have detailed knowledge of through work prior to joining ECR. It is also in an area I am very familiar with having worked as a geologist in Far North Queensland and studied at James Cook University. Historic mineral and rock chip samples are detailed in the raft of historical data on Hurricane compiled by Dr Harry Wilhelmij. Hurricane is a later stage gold and antimony property which I believe has exceptional near-term development potential.”
“I believe this potential acquisition could add a new dimension of value to the ECR offering, and on the signing of the associated transaction documents, we expect to be in a position to commence additional exploration and study work on the ground, with the aim of establishing a maiden JORC Resource for the project. We anticipate satisfying the Option Fee and exercising the Option towards the end of the Option Period, after an extensive period of due diligence and additional exploration, and we look forward to providing shareholders with updates as this potential acquisition progresses”
ECR Chairman David Tang added: “I speak for the ECR board when I say I am delighted that having appointed Andrew as CEO earlier this year, he is bringing his own vision and expertise to bear on our asset portfolio. The potential acquisition of the Hurricane Project is an exciting opportunity for ECR as it could bring in a relatively late-stage exploration asset that Andrew and the team can fast-track using our in-house expertise and resources. I look forward to seeing how this potential acquisition progresses”
A map showing the location of the Hurricane Project can be found at Figure 1 below:
https://www.ecrminerals.com/images/2022/ECR_Hurricane_fig1.png
Map showing the location of the Hurricane Project in the Tregoora Belt at Figure 1 below:
https://www.ecrminerals.com/images/2022/ECR_Hurricane_fig2.png
Map showing the location of the Hurricane Project exploration permits at Figure 3 below:
https://www.ecrminerals.com/images/2022/ECR_Hurricane_fig3.png
KEY AGREEMENT TERMS
The binding term sheet agreement provides ECR or its Nominee with a conditional option to acquire 100% of the fully paid ordinary shares in the capital of Placer Gold, a Company 100% owned by Bannister Group Pty Ltd (ACN 128 064 737) and Geoprospect Pty Ltd (ACN 139 704 993) (together, the Vendors).
This consideration for the acquisition is A$6.9m (approximately £3.8m) which comprises:
- The A$200,000 Option fee comprised of an initial sum of $39,553.25 payable on signing of the agreement, with the balance to be spent on exploration activities in accordance with the Option Period Work Program (see below) (“Option Fee”).
- If the balance of the Option Fee (i.e. other than the cash payment of $39,553.25) has not been spent on exploration activities by 31 July 2023, then ECR may elect to pay the remaining balance of the Option Fee to the Vendors in cash.
- A$1,000,000 payable in cash and ECR Shares (comprising a minimum cash payment of AUD$250,000 and a maximum cash payment of AUD$750,000 as determined by ECR is its sole discretion). The ECR Shares to be issued at a price equivalent to the 60-day VWAP prior to Completion.
- A deferred cash payment of A$200,000 (JORC Milestone Cash Payment), payable pro-rata to the Vendors, on the day ECR/Placer Gold announces a maiden mineral resource estimate in accordance with the JORC Code at any of the Tenements.
- A royalty of 2% of the net smelter return on all minerals, mineral products and concentrates subject to a Royalty Cap and Royalty buy back right by ECR, produced and sold from the Tenements (capped at £3m).
ECR and the Vendors will work together to finalise and develop a work program to be implemented during the Option Period (“Option Period Work Program“) by 30 November 2022. The Option Fee (less the initial payment of $39,553.25) will be spent on exploration in accordance with the Option Period Work Program (or paid in cash as mentioned above).
ECR anticipates satisfying the Option Fee and exercising the Option to acquire Placer Gold before the expiry date of 31 October 2023, following:
- an approximate ten month due diligence process including the ongoing satisfaction of the conditions set out below; and
- the implementation of the Option Period Work Program set out above.
Completion of the Acquisition is conditional upon:
- ECR receiving all necessary regulatory, government, shareholder and third-party consents and approvals required to complete the transaction contemplated, including any necessary authorisations and consents;
- completion of due diligence by ECR to the absolute satisfaction of ECR;
- renewal of EPM19437 and renewal of EPM25855, or the approval of such other mining tenement or tenements as may be granted over the relevant ground in lieu of EPM19437 and EPM25855;
- completion of Cultural Heritage Clearance Survey and issue of the Inspection Report;
- execution of Landholder Conduct and Compensation Agreement; and
- the completion and execution of the formal Transaction Documentation (including a Share Sale Agreement, an Escrow Agreement for the ECR Shares and a Royalty Deed).
If the Conditions are not satisfied (or waived by ECR in writing) on or before 5.00pm 31 October 2023 (EST) (or such other date agreed by ECR and the Vendors, in writing), the agreement will be at an end and the parties will be released from their obligations to each other.
As set out above, there can be no assurance that this acquisition will complete but the Directors have every expectation that the transaction will proceed as intended.
BACKGROUND TO HURRICANE
The Hurricane Project area is situated in the Hodgkinson Province of NE Queensland (see Figure 1 and Figure 2 above) which forms the northernmost part of the Palaeozoic Tasman Fold Belt. The Hodgkinson Province hosts several goldfields such as the Palmer River, West Normanby and Hodgkinson. Together these fields have produced more than 45 tonnes of gold from alluvial workings and mines. Within the Hodgkinson Province there are several gold districts, including the Northcote, Tregoora, Atric and Reedy districts which host a total JORC 2004 resource of 11.4 million tonnes at 1.7g/t Au for 618,000oz Au (ASX releases by Bulletin Resources on 3 August 2018 and by Republic Gold Limited on 30 October 2009).
The Hurricane Project is located in the Tregoora Belt to the north-west of the Northcote District, (as shown in Figure 2 above) and consists of three mining tenements EPM 27518, EPM 25855 and EPM 19437, across which threemineralised vein systems are present. The Project does not currently have a JORC-compliant resource, however in the opinion of the Directors, the physical extent of the identified mineralisation, coupled with rock chip sampling results supports additional exploration and study work ultimately focussed on mine development.
ECR has been provided with certain historical data from previous exploratory activities at site. However, this data has not been verified by ECR, accordingly it is provided for guidance purposes only and should not be relied upon:
Historic rock chip samples from surface-oxidised quartz breccia veins appear to contain significant gold grades. Excluding samples collected from the wall rock, the average gold-in-rock chip values reported in historic results include:
- 92 g/t Au from seven samples collected along the Typhoon Vein that is +500m long and +0.5m wide (with minimum/maximum grades of 0.08 and 163 g/t Au respectively)
- 64 g/t Au from twenty four samples collected along the lenticular Holmes Vein that is +100m long and +60m wide (with minimum/maximum grades of 0.03 and 21.7 g/t Au respectively)
- 33 g/t Au from fifty four samples collected along the Tornado Vein that is +700m long and +3.5m wide (with minimum/maximum grades of 0.01 and 17.6 g/t Au respectively)
- 79 g/t Au from twenty four samples collected along the Monsoon Vein that is +600m long and +8m wide (with minimum/maximum grades of 0.01 and 3.96 g/t Au respectively) 1.57 g/t Au from the seventy samples collected along the Bouncer/Pederson Vein Systems (with minimum/maximum grades of 0.01 and 9.7 g/t Au respectively).
- Certain of the rock chip samples from the quartz breccia veins contain significant antimony (Sb) grades. Average antimony-in-rock chip values include:
- 1% Sb from 24 samples collected within the Holmes Vein with grades ranging from 0.005% to 20.8% Sb in 24 samples
- 4% Sb from two samples collected within the Bouncer Vein System
- Rock chip samples from other gold mineralised veins contained less than 0.2% Sb.
In addition, ECR has been provided with the additional information, which has also not been verified by ECR and therefore is provided for guidance purposes only and should not be relied upon, of a 60kg bulk metallurgical surface sample from the Tornado Vein which averaged 4.2 g/t Au.
BACKGROUND TO PLACER GOLD
For the financial period ended 30 June 2022 (unaudited) Placer Gold generated profits of A$35.5k (c.£20k), had a turnover of A$95.8k (c.£54.6k) and gross assets of A$32.5k (c.£18.5k).
REVIEW OF ANNOUNCEMENT BY QUALIFIED PERSON
This announcement has been reviewed by Adam Jones, Technical Director of Exploration at ECR Minerals plc. Adam Jones is a professional geologist and is a Member of the Australian Institute of Geoscientists (MAIG). He is a qualified person as that term is defined by the AIM Note for Mining, Oil and Gas Companies.
MARKET ABUSE REGULATIONS (EU) No. 596/2014
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR). Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information is now considered to be in the public domain.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc | Tel: +44 (0) 20 7929 1010 | |||
David Tang, Non-Executive Chairman
Andrew Haythorpe, CEO |
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Email: | ||||
Website: www.ecrminerals.com | ||||
WH Ireland Ltd | Tel: +44 (0) 207 220 1666 | |||
Nominated Adviser
Katy Mitchell / Andrew de Andrade |
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SI Capital Ltd | Tel: +44 (0) 1483 413500 | |||
Broker | ||||
Nick Emerson | ||||
Novum Securities Limited | Tel: +44 (0) 20 7399 9425 | |||
Broker
Jon Belliss |
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Brand Communications | Tel: +44 (0) 7976 431608 | |||
Public & Investor Relations | ||||
Alan Green
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ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria. (Tambo gold project). MGA is currently drilling at the Bailieston Blue Moon Project (EL5433) and undertaking geochemical exploration on the Creswick (EL6148) project and has an experienced exploration team with significant local knowledge in the Victoria Goldfields and wider region.
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Queensland, Australia.
Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.
ECR holds a 70% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.