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ECR Minerals #ECR – Issue of Equity, Total Voting Rights and PDMR Dealings
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce the issue of new ordinary shares of 0.001 pence each in ECR (the “Ordinary Shares”) in respect of the board of directors of ECR’s (the “Board” or the Directors”) ongoing remuneration policy, whereby each Director and certain consultants to the Company are remunerated partially through the issue of new Ordinary Shares.
In accordance with their existing share-based remuneration arrangements, announced originally on 19 September 2023, Nick Tulloch, Chairman, and Mike Whitlow, Managing Director, will each receive 7,954,545 new Ordinary Shares, as payment in lieu of £26,250 of their accrued remuneration for the period from 15 September 2024 to 31 December 2024. The new Ordinary Shares will be issued at a price of 0.33 pence per new Ordinary Share, being a price equal to the issue price of the Company’s subscription announced on 25 November 2024.
As part of this share issuance, Nick Tulloch and Mike Whitlow have each agreed to extend the period of this quarter’s share issue from 14 December 2024 to 31 December 2024 to match the period of other Directors’ share issues. Going forward, Nick Tulloch and Mike Whitlow will revert to £22,500 per quarter which will in the future end on the last day of the relevant month in that quarterly period.
Also on 19 September 2023, it was announced that the Company’s Non-Executive Directors had agreed to subscribe for new Ordinary Shares as payment in lieu of their salary. These arrangements were extended each quarter through to 30 September 2024. As subsequently announced on 2 October 2024, with the salary sacrifice scheme passing its first anniversary, the Board updated the arrangements such that each Director will continue to accept a material part of their remuneration through the issue of new Ordinary Shares for at least a further 12 months. In accordance with these updated arrangements, Andrew Scott and Trevor Davenport*, Non-Executive Directors over the relevant period, will each receive 1,818,181 new Ordinary Shares as payment in lieu of £6,000 of their remuneration for the period from 1 October 2024 to 31 December 2024. The new Ordinary Shares will also be issued at a price of 0.33 pence per new Ordinary Share (the price equal to the issue price of the Company’s subscription announced on 25 November 2024).
A further 1,739,130 new Ordinary Shares will also be issued at a price of 0.33 pence per new Ordinary Share as payment in lieu of £5,739 of the remuneration of a consultant to the Company during the final quarter of December 2024.
Additional Issue of Equity
At the same time, the Company has agreed to issue and allot 2,000,000 new Ordinary Shares as payment in lieu of £6,000 of accrued fees owed by the Company to a professional adviser, in order to assist the Company in conserving its cash resources. These new Ordinary Shares will be issued at a price of 0.30 pence per new Ordinary Share, which was the volume weighted average price for Ordinary Shares over the 14 trading days prior to the date of the invoice.
PDMR Dealings
Pursuant to the arrangements set out above, a total of 23,284,582 new Ordinary Shares will be issued by the Company. Following this issuance, the total numbers of Ordinary Shares that will be held following Admission (as defined below) by the Directors, as Persons Discharging Managerial Responsibility (“PDMRs”) of the Company as at the date of this announcement*, are as follows:
| Name | New Ordinary Shares to be issued | Total Ordinary Shares held in the Company following Admission | As a percentage of the Company’s enlarged issued ordinary share capital following Admission |
| Nick Tulloch | 7,954,545 | 47,384,962 | 2.14% |
| Mike Whitlow | 7,954,545 | 47,384,962 | 2.14% |
| Andrew Scott | 1,818,181 | 19,430,835 | 0.88% |
| Total | 17,727,271 |
The FCA notification in respect of these PDMR dealings, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below.
* Trevor Davenport retired from his role as a Director at the end of 2024, as indicated in the Company’s announcement of 16 December 2024.
Admission and Total Voting Rights
Application has been made for 23,284,582 new Ordinary Shares to be admitted to trading on AIM (“Admission“) and it is expected that Admission will become effective on or around 15 January 2025. The 23,284,582 new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR’s issued ordinary share capital will comprise 2,215,169,594 Ordinary Shares. 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 Guidance and Transparency Rules.
Nick Tulloch, Chairman of ECR, said: “For a second consecutive year, the Board has agreed to continue a policy of share-based remuneration, aligning ourselves with ECR’s shareholders and preserving the Company’s cash resources for our operations. Entering into 2025, we have a considerable amount to look forward to. At the top of the agenda is our ongoing work to assess the most economical solution to bring the Blue Mountain project into production. We also have follow up campaigns planned at the Lolworth and Tambo projects following last year’s very promising drilling results. Alongside these activities, we are working to close out the proposed sale of our non-core assets, including A$75 million of tax losses, details of which were recently announced on 23 December 2024.”
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 | |||
| Allenby Capital Limited | Tel: +44 (0) 3328 5656 | ||
| Nominated Adviser
Nick Naylor / Alex Brearley / Vivek Bhardwaj |
info@allenbycapital.com
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| 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
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| 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 Minerals #ECR – Total Voting Rights
ECR Minerals Plc (LON: ECR), the exploration and development company focused on gold in Australia, announces that the issued share capital of the Company as at the date of this announcement comprises 2,191,885,012 ordinary shares of 0.001 pence each with one voting right per share (“Ordinary Shares”). The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company is 2,191,885,012.
The above figure may be used by shareholders in the Company as the denominator for the calculations by which they determine if they are required to notify their interest in or a change to their interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
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Nick Tulloch, Chairman Andrew Scott, Director |
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Email: |
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Website: www.ecrminerals.com |
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Allenby Capital Limited |
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Tel: +44 (0) 3328 5656 |
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Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
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Axis Capital Markets Limited |
Tel: +44 (0) 203 026 0320 |
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Broker |
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Ben Tadd / Lewis Jones |
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SI Capital Ltd |
Tel: +44 (0) 1483 413500 |
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Broker |
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Nick Emerson
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Brand Communications |
Tel: +44 (0) 7976 431608 |
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Public & Investor Relations |
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Alan Green |
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ECR Minerals #ECR – Heads of Terms for Proposed Disposal of MGA
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce that, further to previous announcements, it has entered into a non-binding heads of terms (the “Heads of Terms”) with Octo Holdings Pty Ltd (“Octo”) regarding the proposed sale (the “Proposed Disposal”) of the entire issued share capital of ECR’s wholly-owned subsidiary, Mercator Gold Australia Pty Ltd (“MGA”). MGA holds certain of the Company’s exploration assets in Victoria, Australia but will be restructured prior to the Proposed Disposal as described below.
Highlights of the Proposed Disposal pursuant to the non-binding Heads of Terms:
- Total cash consideration to be payable of A$4.5 million
- Payable in two equal cash tranches: the first tranche on completion of the Proposed Disposal
and the second tranche on or before 31 March 2025 - MGA is to be restructured such that the Creswick and Tambo projects will be transferred to another of the Company’s subsidiaries, so that these projects are excluded from the Proposed Disposal
- The Bailieston gold and antimony exploration project will remain in MGA and therefore would be included in the Proposed Disposal
- MGA holds ECR’s A$75 million of tax losses which represent the main asset that is to be disposed
Overview of the Proposed Disposal
Pursuant to the Heads of Terms, Octo has agreed to acquire MGA on a cash-free and debt-free basis. It is proposed that, on or before completion of the Proposed Disposal, ECR will effect a reorganisation of MGA such that the only exploration assets remaining within MGA will be the four exploration tenements collectively known as the Bailieston project (EL5433, EL006911, EL006912, and EL007296), which targets gold and antimony mineralisation over 142 km2 of exploration ground within the Melbourne zone. Although potentially encouraging antimony results have been reported from the Bailieston project (as announced on 3 July 2024), the Bailieston project is considered by the Board to be a non-core asset given ECR’s key focus on gold exploration.
It is proposed that the tenements comprising ECR’s core Creswick and Tambo gold exploration projects, along with the lease of ECR’s premises near Bendigo, Victoria, will be transferred to another of the Company’s wholly owned subsidiaries and so would be excluded from the Proposed Disposal. Furthermore, MGA’s contracts with ECR’s employees, consultants and other suppliers will be similarly transferred such that the Proposed Disposal will have no impact on ECR’s ongoing Victoria operations at the Creswick and Tambo projects. For the avoidance of doubt, ECR’s core Lolworth and Blue Mountain projects and the Kondaparinga project (all of which are based in Queensland) are held via a different ECR subsidiary and will therefore be unaffected by the Proposed Disposal.
Under the Heads of Terms, the consideration to be payable by Octo is to be A$4.5 million and is to be settled in two equal tranches in cash, with the first tranche on completion of the Proposed Disposal and the second tranche on or before 31 March 2025.
The Heads of Terms restate the exclusivity period between ECR and Octo until 31 January 2025 and it is the parties’ expectation that the Proposed Disposal will be concluded before that date. In the event that further time is required to finalise the pre-completion steps summarised in this announcement, then Octo has the right to extend the exclusivity period for a further 28 days in return for the payment of a commitment fee of A$50,000 (which is refundable in certain circumstances), which would be deductible from the first tranche of the consideration.
It is noted that the Heads of Terms are not binding in relation to the terms of the Proposed Disposal, as described above, and that the Proposed Disposal will be subject, among other things, to due diligence by Octo and the execution of a legally binding agreement governing the transaction. There can therefore be no certainty that final binding terms will be agreed, nor as to the timing or final terms, value or conditions of the Proposed Disposal or the final position in respect of the proposed pre- completion restructuring of MGA.
As previously announced, the Proposed Disposal may be considered to be a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies. If applicable, this would require, amongst other items, the Proposed Disposal to be conditional on the consent of shareholders being given in a general meeting, the publication of a shareholder circular detailing the terms of the transaction and certain other disclosures as set out in the AIM Rules.
Proposed use of proceeds
Subject to its completion, ECR currently intends to use the net proceeds from the Proposed Disposal to advance the exploration and development of its Queensland and Victoria projects, as previously announced. In particular, the Board considers that the stronger balance sheet that the Company would have on completion of the Proposed Disposal will accelerate its ability to commercialise its core projects.
The board will also assess potential additional value-accretive opportunities for the Company.
The Board considers that the combination of the subscription that was announced in November 2024 and the Proposed Disposal proceeds would ensure that ECR would be fully funded for all of its currently planned activities for the medium-term future.
Next Steps
It is proposed that the parties’ legal advisers will now prepare the necessary definitive and binding agreement to effect the Proposed Disposal and, as described above, ECR will organise the pre- completion restructuring of MGA. Octo will conclude any remaining due diligence on MGA and its assets simultaneously with these workstreams.
Nick Tulloch, ECR’s Chairman, said: “These Heads of Terms represent a significant milestone in our strategy to unlock value from our Australian assets. As investors will know, this has been a complex process and it is a credit to the entire ECR team that we are now at this stage. Once completed, the Proposed Disposal will provide significant cash proceeds to strengthen our balance sheet and the simultaneous restructuring has been designed to preserve the core value within ECR without interruption to our ongoing key operations at Creswick and Tambo. Once the Proposed Disposal has been completed, ECR will be fully funded for all of its currently planned activities for the medium-term future.”
Financial information relating to the Proposed Disposal
Set out in the Appendix to this announcement is a summary of the audited Statement of the Financial Position and the Statement of Profit or Loss and Other Comprehensive Income for MGA for the year ended 30 September 2023, being the date to which ECR’s last audit was prepared.
It is noted that this historic financial information does not reflect the proposed pre-completion restructuring of MGA described above. In particular, shareholders should note the following key adjustments to MGA which are anticipated to occur in relation to its proposed pre-completion restructuring:
- All cash balances within MGA at the point immediately prior to completion will be retained by ECR (MGA’s cash balances as at 20 December 2024 are approximately A$10,000)
- MGA’s assets, and particularly the fixed assets and Capitalised Development Expenditure, will be apportioned between the Bailieston, Creswick and Tambo projects, with the Creswick and Tambo projects (comprising the majority of MGA’s assets) being retained by ECR
- Investments by MGA in ECR’s other subsidiaries, Mercator Gold Holding and Lux Exploration, will be written off
- The inter-group loan from ECR to MGA of A$99 million will similarly be written off
- All other liabilities of MGA, save for those in respect of the remaining Bailieston project tenements, will be settled in full
- The majority of the expenses in the Statement of Profit or Loss and Other Comprehensive
Income relate to the Creswick and Tambo projects, as well as the ongoing running of ECR’s administrative functions in Australia and so will continue to be borne by ECR following completion of the Proposed Disposal
Appendix – extracted audited historic financial information on MGA
Mercator Gold Australia Pty Ltd
Statement of Financial Position
For the Year ended 30 September 2023
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30 September 2023 |
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| A$ | |
| Current Assets | |
| Cash and cash equivalents | 132,874 |
| Other receivables | 18,903 |
| Inventory | – |
| Total Current Asset | 151,777 |
| Fixed Assets | |
| Fixed Assets | 753,585 |
| Accumulated depreciation | (215,609) |
| Total Fixed Assets | 537,976 |
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Other Non-Current Assets |
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| Acquisition of Mining Properties | 50,000 |
| Capitalised Development Expenditure | 7,319,104 |
| Investment in Mercator Gold Holding | 849,800 |
| Investment in Lux Exploration | 636,200 |
| 8,855,104 | |
| Total Assets | 9,544,857 |
| Current Liabilities | |
| Trade and other payables | 61,368 |
| Loan from ECR Minerals Plc | 99,036,939 |
| Total current liabilities | 99,098,307 |
| Non-current Liabilities | |
| Trade and other payables | 2,434,859 |
| 2,434,859 | |
| Total Liabilities | 101,553,166 |
| Net Liabilities | (91,988,309) |
| Equity | |
| Issued capital | 391 |
| Accumulated losses | (91,988,700) |
| Total Equity | (91,988,309) |
Mercator Gold Australia Pty Ltd
Statement of Profit or Loss and Other Comprehensive Income For the Year ended 30 September 2023
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30 September 2023 |
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| A$ | |
| Revenue | – |
| – | |
| Income | |
| Interest Income | 3,591 |
| Other income | 4,818 |
| Gross profit | 8,408 |
| Expenses | |
| Accounting and audit fees | 790 |
| Consultants | 99,916 |
| Bank charges | 913 |
| Depreciation expense | 225,817 |
| Insurance | 13,716 |
| Legal fees | 7,652 |
| Development expenses | 1,121,517 |
| Director’s fee | 20,000 |
| General expenses | 24,623 |
| Office expenses | 6,174 |
| Management Fees | 270,620 |
| Rent | 42,317 |
| Travel | 17,240 |
| Employment expenses | 37,153 |
| Loss on investment | – |
| Loss on disposal of asset | 81,734 |
| Total Expenses | 1,970,182 |
| Less: Development expenses Capitalised | (1,121,517) |
| Profit/(Loss) before income tax | (840,256) |
| Income tax expense | – |
| Profit/(Loss) for the year | (840,256) |
FOR FURTHER INFORMATION, PLEASE CONTACT:
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ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
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Nick Tulloch, Chairman Andrew Scott, Director |
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Email: info@ecrminerals.com |
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Website: www.ecrminerals.com |
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Allenby Capital Limited |
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Tel: +44 (0) 3328 5656 |
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Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
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Axis Capital Markets Limited |
Tel: +44 (0) 203 026 0320 |
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Broker |
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Ben Tadd / Lewis Jones |
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SI Capital Ltd |
Tel: +44 (0) 1483 413500 |
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Broker |
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Nick Emerson
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Brand Communications |
Tel: +44 (0) 7976 431608 |
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Public & Investor Relations |
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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).
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.
Bailieston Project – Background
The Bailieston project targets epizonal gold and antimony mineralisation and lies within the Melbourne zone, located approximately 150km north of the Victorian state capital, Melbourne. The project is located geologically within the orogenic Lachlan Fold Belt (LFB), and is subdivided into geological zones based on distinct geological and metallurgical characteristics.
The project is characterised by gold and antimony mineralisation, and across the zone ECR Minerals holds a total of 142 km2 of exploration ground across four tenements (EL5433, EL006911, EL006912 and EL007296). These tenements enjoy good road access, and contain the historical prospects known as HR3 (Byron-Maori), HR4 (Cherry Tree), Blue Moon, Black Cat and Pontings, all of which have a history of exploration and some modest production. Updates relating to the Bailieston project were recently announced on 10 September 2024 and 3 July 2024 and further information on the Bailieston project can be found on the Company’s website: https://ecrminerals.com
ECR Minerals #ECR – Operational Update – Tambo Gold Project, Victoria
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to provide an update on its recently concluded diamond drilling campaign at the Duke of Cornwall Prospect within the Tambo Gold Project in Victoria, Australia (the “Tambo Gold Project”), including the results from Drill Holes DOCD001 and DOCD005.
Summary Of Drilling Results
• Drill Hole DOCD005 returned 1 metre @ 0.72 g/t Au from 108 metres
• Drill Hole DOCD001 returned no significant intercepts
• Best results from the overall programme include 0.4 metres @ 8.51 g/t Au from Drill Hole
DOCD002 and 0.15 metres at 10.6 g/t Au from Drill Hole DOC004
Tambo Gold Project
The diamond drilling campaign consisted of five diamond drill holes (DOCD001 – DOCD005) over a total depth of 428 metres. The campaign’s objective was to investigate the structural controls on gold mineralisation and associated geochemical haloes, particularly beneath and adjacent to the historical Duke of Cornwall mine workings.
Drilling Program Overview (see figure 1 below)
DOCD005 – Northern Extension
DOCD005 was drilled to a total depth of 117.8 metres and intersected two quartz veins at the northern extremities of the Duke of Cornwall Lode system, approximately 70 metres below the historical mine workings. Mineralisation was encountered at one interval (1 metre @ 0.72 g/t Au from 108 metres), with no significant gold intercepts reported from the other intervals tested. Geochemical analysis suggests that the DOCD005 mineralisation area lies outside the primary gold-bearing system which indicates a secondary control plunging the mineralisation along strike. The results are considered to indicate the potential for mineralisation in untested areas which are now better understood from this drilling campaign.
DOCD002 – High-Grade Opportunity
As announced on 20 November 2024, Drill hole DOCD002 was drilled to a total depth of 84.35 metres at the southern end of the Lode and returned a significant best intercept of 0.4 metres @ 8.51 g/t Au, indicating the potential for high-grade zones at depth. This area remains a high-priority target for follow-up drilling to test for continuity and extensions at depth.
DOCD001
No significant gold intercepts have been reported from the intervals tested from drill hole DOCD001 which was drilled to a total depth of 69.7 metres.
Structural Insights
The campaign provided valuable structural data, confirming the association of gold mineralisation with quartz veining adjacent to the main shear zone. A secondary control, possibly plunging concentrations of mineralisation along strike, is starting to be evidenced by the drilling and will be studied in more detail. The Duke of Cornwall Lode system remains largely untested, with approximately 80% of its strike length unexplored.
Programme Summary
The drilling campaign successfully demonstrated that mineralisation continues at depth below the old mine workings in key areas and considerably enhanced the Company’s geological understanding of the prospect. The structural insights gained will inform the design of future campaigns aimed at targeting high-grade zones and testing the unexamined central portions of the Lode. Even holes that encountered no gold mineralisation, DOCD001 and DOCD003, are considered to have added valuable insights, including in the case of DOCD003, delineating the location of the shear zone and controls on mineralisation. It is noted that at surface the rock chip channel sample from the Eastern Cut (0.25 metres @ c. 25 g/t Au as illustrated in Figure 1 in the announcement on 20 November 2024) plots only 10 metres east of the trace of DOCD003, showing the likely secondary controls that have been partially discovered by this first pass drilling programme.
Next Steps
ECR intends to design a follow-up drilling campaign focusing on deeper exploration beneath the high- grade zones identified in DOCD002 and DOCD004 as well as incorporating the structural and geochemical insights gained to explore central portions of the Lode, which remain prospective for gold mineralisation. The Company remains committed to advancing its exploration assets at the Tambo Gold Project while continuing to evaluate potential corporate opportunities. Further updates will be provided in due course.
Lolworth Project update
A number of additional rock chip samples from Lolworth have been sent for laboratory analysis, with the results expected in January 2025. The results from geochemical analysis on samples taken from the Oaky Creek prospect in the central-north area of the Lolworth Project will be announced in due course once received.
The Directors are optimistic regarding the potential of the Lolworth Project and, as announced on 25 November 2024, part of the net proceeds of the Company’s recent fundraise are intended to be used to re-start the field campaign in Lolworth in the second quarter of 2025, drawing on the Company’s partnership with the Geological Survey of Queensland to further investigate the critical minerals potential at the project. On 29 November 2024, the Company announced a collaboration with James Cook University in relation to analysing and interpreting the mineral data from the Lolworth Project area to enhance the understanding of its rare earth elements potential.
Update on potential sale of non-core assets
Further to the Company’s announcement on 26 November 2024 and previously, discussions with the potential buyer of ECR’s subsidiary, Mercator Gold Australia Pty Ltd (“MGA”), in order to effect a sale of the Company’s A$75 million of tax losses continue to progress and the Company expects to reach an agreement in principle on the proposed transaction structure in the coming weeks. Thereafter, it is anticipated that the parties’ respective legal advisers will prepare the formal sale documentation with completion expected within the exclusivity timeframe to 31 January 2025, as previously announced.
As previously announced, the proposed transaction is likely to necessitate a restructuring of MGA as such that it comprises only non-core assets. There can be no certainty that final binding terms will be agreed, nor as to the timings or final terms, structure or quantum of the potential disposal. Depending on the final terms that are agreed for any transaction to realise the tax losses, as well as the structure of the transaction, it is possible, but not guaranteed, that the potential disposal of MGA may be a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies. If applicable, this would require, amongst other items, the transaction to be conditional on the consent of shareholders being given in a general meeting; a shareholders circular detailing the terms of the transaction and certain other disclosures as set out in the AIM Rules. Further updates on the way forward will be provided in due course as matters are progressed.
Adam Jones, ECR’s Chief Geologist, said: “The initial drilling at Duke of Cornwall has provided valuable structural insights, confirming that mineralisation extends 70 metres below the old workings, though outside the main Lode. The standout result from DOCD002, with 0.4 metres @ 8.51 g/t Au, highlights the potential for high-grade zones at depth, making it a key target for follow-up drilling. Coupled with the promising earlier rock chip results, the Tambo Gold Project demonstrates the significant potential within ECR’s portfolio. The structural and geochemical data from this campaign will play a vital role in advancing our exploration strategy, and we look forward to updating shareholders as we progress.”
Review of Announcement by Qualified Person
This announcement has been reviewed by Adam Jones, Chief Geologist 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.
All sampling and drilling were conducted in accordance with industry best practice, and all assays were performed by an independent, accredited laboratory.
Figure 1: Plan View of Drilling Locations At Duke Of Cornwall Lode
FOR FURTHER INFORMATION, PLEASE CONTACT:
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ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
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Nick Tulloch, Chairman Andrew Scott, Director |
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Email: info@ecrminerals.com |
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Website: www.ecrminerals.com |
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Allenby Capital Limited |
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Tel: +44 (0) 3328 5656 |
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|
Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
|
||
|
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
|
|||
|
Brand Communications |
Tel: +44 (0) 7976 431608 |
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|
Public & Investor Relations |
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|
Alan Green |
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Glossary
Au: Gold
g/t: Grammes per Tonne (Metric)
km: Kilometres (Metric)
km2: Kilometre squared (Metric)
Lode: A deposit of metalliferous ore that fills a fissure
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 Minerals #ECR – Retirement of Non-Executive Director
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, announces that Trevor Davenport has informed the Board of his intention to retire from his role as Non-Executive Director at the end of this year.
Trevor joined the Board over three years ago and has played an invaluable role in guiding the Company through a period of significant changes. His insight and expertise have been instrumental in supporting ECR’s strategic direction during this time.
The Board wishes to express its sincere gratitude to Trevor for his dedication and the valuable contributions he has made. While he steps back from his formal role, ECR looks forward to maintaining a consultancy relationship with him in the future, particularly drawing on his deep technical expertise.
The Board believes that it would benefit from the appointment of a replacement Non-Executive Director and is considering options in relation to this.
Nick Tulloch, ECR’s Chairman said: ”Trevor has been an integral part of our Board, bringing wisdom, expertise and unwavering commitment. His contributions over the past three years have helped guide the Company through some challenging times and position us well for future success. We are immensely grateful for his service and dedication, and while he will be missed on the Board, we look forward to continuing to benefit from his technical expertise in the future.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
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ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
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Nick Tulloch, Chairman Andrew Scott, Director |
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Email: info@ecrminerals.com |
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Website: www.ecrminerals.com |
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Allenby Capital Limited |
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Tel: +44 (0) 3328 5656 |
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Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
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Axis Capital Markets Limited |
Tel: +44 (0) 203 026 0320 |
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Broker |
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Ben Tadd / Lewis Jones |
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SI Capital Ltd |
Tel: +44 (0) 1483 413500 |
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Broker |
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Nick Emerson
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Brand Communications |
Tel: +44 (0) 7976 431608 |
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Public & Investor Relations |
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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).
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 Minerals #ECR – Tambo Gold Project Diamond Drilling Update
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce an update on drilling at the Duke of Cornwall prospect within the Company’s Tambo Gold Project in Victoria, Australia (the “Tambo Gold Project”) where results have been received for an additional 90 core samples submitted from diamond drill holes DOCD003 and DOCD004.
HIGHLIGHTS
● Best results from hole DOCD004 include 0.15 metres @ 10.6 g/t Au, 0.35 metres @ 1.47 g/t Au and 0.15 metres @ 1.42 g/t Au
● DOCD004 successfully intercepts Main Lode at a depth of 62.3 metres
● Hole DOCD003 delineates shear zone’s location
Tambo Gold Project
As announced on 20 November 2024, a maiden diamond drilling campaign was completed at the Tambo Gold Project. The diamond drilling campaign targeted beneath the historic workings of the Duke of Cornwall Mine, Swifts Creek. The campaign consisted of five diamond core drill holes, totalling approximately 439 metres in aggregate.
Drilling Programme Overview
Drilling at the Project’s Duke of Cornwall prospect aimed to demonstrate grade continuity and refine initial geological interpretations. Results to date confirm that these objectives have been achieved, with diamond drilling providing high-accuracy structural and mineralisation data.
· Main Lode Gold Continuity: Results from DOCD002 (0.4 metres @ 8.51 g/t Au) and DOCD004 confirm vertical gold continuity extending at least 70 metres below the Adit workings.
· Historical Continuity: Historical records report average grades of approximately 10 g/t Au from lodes up to 4 metres wide. Several of the best drilling results to date closely align with this average (see Table 1 and Table 2 of highlighted recent results below).
Geological mapping and structural data suggest potential for high-grade zones where cleavage veins intersect the Main Lode. These intersections may represent historical wider lode sections.
Drill hole DOCD004 (see Table 1)
Hole DOCD004 was drilled to test for grade continuity vertically below previous high-grade results obtained from the Adit workings and DOCD002. The target Main Lode was successfully intercepted at a depth of 62.3 metres with gold values of 0.15 metres @ 10.6 g/t Au. This hole was drilled to a final depth of 86.4 metres. Two additional intercepts of 0.15 metres @ 1.42 g/t and 0.35 metres @ 1.47 g/t Au were from two distinct quartz veins located in the footwall and hanging wall of the Main Lode. The Board believes that these two veins show the potential for the development of undiscovered veins within the system. The overall average grade across all reported intervals was 4.50 g/t Au (see Table 1).
Drill hole DOCD003
No significant gold intercepts have been reported from the intervals tested from drill hole DOCD003, although the Board considers that this result provides valuable geological insights into delineating the location of the shear zone and controls on mineralisation. Hole DOCD003 was drilled to a total depth of 69.7 metres.
Next Steps
The Company is awaiting the assay results from drill hole DOCD005 which was designed to test for mineralisation under the extreme northern strike of the system and also for drill hole DOCD001. Results for both remaining holes are expected before the end of the year. Geological logging of DOCD005 thus far has identified two distinct quartz veins, aligning with historical reports of similar lodes.
Adam Jones, ECR’s Chief Geologist, said: “The results from drill hole DOCD004 mark another positive step forward in our exploration of the Duke of Cornwall prospect. While DOCD003 provides valuable geological insights into the location of the shear zone, DOCD004 has confirmed gold continuity within the Main Lode and highlights the potential for additional undiscovered veins within the system. I’m highly encouraged by how the best findings from DOCD002 and DOCD004 match up with historical records and the Board is optimistic about the potential for high-grade gold mineralisation as we continue to explore the strike and depth of the system. We eagerly await the assay results from DOCD005, which will provide further insight into the mineralisation potential at the northern end of the Duke of Cornwall system.”
Technical Disclosure
All sampling and drilling were conducted in accordance with industry best practice, and all assays were performed by an independent, accredited laboratory.
Review of Announcement by Qualified Person
This announcement has been reviewed by Adam Jones, Chief Geologist 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.
Table 1: Reportable Drill Intercepts For Hole DOCD004 (=> 0.1 g/t Au)
|
DRILLHOLE |
DOMAIN |
SAMPLE |
FROM |
TO |
INTERVAL (metres) |
Au (g/t) |
|
DOCD004 |
FootwallVein |
BTD097 |
22.15 |
22.3 |
0.15 |
1.42 |
|
DOCD004 |
Main Lode |
BTD120 |
62.3 |
62.45 |
0.15 |
10.6 |
|
DOCD004 |
Hanging Wall Vein |
BTD136 |
78.8 |
79.15 |
0.35 |
1.47 |
Table 2: Highlighted Gold Sampling to Date from Duke of Cornwall (DOCD002 Drill Results And Rock Chip Channel Samples, as announced on 20 November 2024)
|
SAMPLE TYPE |
DOMAIN |
SAMPLE |
FROM |
TO |
INTERVAL (metres) |
Au (g/t) |
|
Drilling |
Cleavage vein |
BTD037 |
44.6 |
45 |
0.4 |
8.51 |
|
Drilling |
Cleavage vein |
BTD041 |
45.6 |
46.2 |
0.6 |
0.68 |
|
Drilling |
Cleavage vein |
BTD042 |
46.2 |
46.4 |
0.2 |
0.19 |
|
Drilling |
Main Lode |
BTD045 |
48.15 |
48.6 |
0.45 |
0.88 |
|
Drilling |
Main Lode |
BTD048 |
50 |
50.3 |
0.3 |
3.00 |
|
Drilling |
Main Lode |
BTD049 |
50.3 |
50.65 |
0.35 |
0.37 |
|
Drilling |
Main Lode |
BTD050 |
50.65 |
51.05 |
0.4 |
0.01 |
|
Drilling |
Main Lode |
BTD051 |
51.05 |
51.2 |
0.15 |
24.1 |
|
Drilling |
Main Lode |
BTD052 |
51.2 |
52.05 |
0.85 |
0.58 |
|
Rockchip (Channel) |
Main Lode |
BTR064 |
0 |
0.25 |
0.25 |
27.80 |
|
Rockchip (Channel) |
Main Lode |
BTR065 |
0 |
0.2 |
0.2 |
180.00 |
Figure 1: Plan View Of Duke Of Cornwall – DOCD004 And Best Sampling Results To Date
FOR FURTHER INFORMATION, PLEASE CONTACT:
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ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
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Nick Tulloch, Chairman Andrew Scott, Director |
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|
Email: |
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Website: www.ecrminerals.com |
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|
Allenby Capital Limited |
|
Tel: +44 (0) 3328 5656 |
|
|
Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
|
||
|
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
|
|||
|
Brand Communications |
Tel: +44 (0) 7976 431608 |
||
|
Public & Investor Relations |
|||
|
Alan Green |
|||
Glossary
|
Au: |
Gold |
|
g/t: |
Grammes per Tonne (Metric) |
|
km: |
Kilometres (Metric) |
|
km²: |
Kilometre squared (Metric) |
|
Lode: |
A deposit of metalliferous ore that fills a fissure |
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 Minerals #ECR – Grant of share options to Directors and staff members
ECR Minerals PLC (AIM: ECR), the gold exploration and development company focused on Australia, announces the grant of options (“Options”) to directors of the Company and certain staff members to subscribe for a total of 210,000,000 new ordinary shares of 0.001 pence each in the Company (“Ordinary Shares”).
Each Option provides the holder with the right to receive one new Ordinary Share on its exercise. 157,500,000 of the Options were granted with an exercise price of 0.50 pence per new Ordinary Share and 52,500,000 of the Options were granted with an exercise price of 0.75 pence per new Ordinary Share, representing a premium of approximately 61 per cent. and approximately 142 per cent. respectively to the mid-market closing price of 0.31 pence per Ordinary Share on 5 December 2024.
The Options in aggregate will represent 9.58 per cent of the Company’s enlarged share capital following completion of the Company’s subscription as originally announced on 25 November 2024. The Options are exercisable over five years from the date of grant, which is considered to provide a clear incentive for management and staff members to contribute to ECR’s long-term success. The Options will expire on the fifth anniversary of the date of grant if not exercised.
In making this award the Remuneration Committee noted that the Company’s directors and other members of the team have taken the majority of their remuneration over the last 15 months in Ordinary Shares, demonstrating a strong commitment to the Company’s growth. The Remuneration Committee considered that these awards of Options offer significant incentive and alignment with shareholders as a whole in relation to ECR’s future success, for which the Board believes the Company is well positioned, supported by its robust operational progress and strategic developmental activities. The Remuneration Committee also noted that the Company’s market capitalisation has more than doubled from 15 September 2023, being the date of the appointment of the new management team.
The Options form part of a new share option scheme and the Company intends to consider option awards on an annual basis but is making these one-off awards now given the significant milestones recently achieved.
The following awards have been made:
|
Name |
Title |
Options exercisable at 0.50p |
Options exercisable at 0.75p |
|
Nick Tulloch |
Chairman |
52,500,000 |
17,500,000 |
|
Mike Whitlow |
Managing Director |
52,500,000 |
17,500,000 |
|
Andrew Scott |
Non-executive Director |
30,000,000 |
10,000,000 |
|
Trevor Davenport |
Non-executive Director |
7,500,000 |
2,500,000 |
|
Other staff members, including Chief Geologist Adam Jones |
n/a |
15,000,000 |
5,000,000 |
The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation is appended below.
FOR FURTHER INFORMATION, PLEASE CONTACT:
|
ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
||
|
Nick Tulloch, Chairman Andrew Scott, Director |
|||
|
Email: info@ecrminerals.com |
|||
|
Website: www.ecrminerals.com |
|||
|
Allenby Capital Limited |
|
Tel: +44 (0) 3328 5656 |
|
|
Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
|
||
|
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
|
|||
|
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.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
ECR Minerals #ECR – Update in relation to subscription to raise £950,000
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, provides the following update in respect of the Company’s subscription to raise £950,000 (the “Subscription”), which was announced on 25 November 2024.
On 25 November 2024, the Company announced, inter alia, that application would be made to the London Stock Exchange Plc for 287,878,787 new ordinary shares of 0.001 pence each in the Company (“Ordinary Shares”) to be admitted to trading on AIM (“Admission”) and it was expected that Admission would become effective on or around 9 December 2024.
ECR has been informed by the Company’s broker acting on the Subscription that Admission will take place on 16 December 2024. The Subscription letter erroneously referenced 9 December 2024 as the admission date but it was always the broker’s original intention that the 287,878,787 new Ordinary Shares were to be admitted to trading on AIM on 16 December 2024.
Accordingly, the Company has updated its application to the London Stock Exchange plc for the 287,878,787 new Ordinary Shares to be admitted to trading on AIM on 16 December 2024.
FOR FURTHER INFORMATION, PLEASE CONTACT:
|
ECR Minerals Plc |
Tel: +44 (0) 1738 317 693 |
|
Nick Tulloch, Chairman Andrew Scott, Director |
|
|
Email: |
|
|
Website: www.ecrminerals.com |
|
|
Allenby Capital Limited |
Tel: +44 (0) 20 3328 5656 |
|
Nominated Adviser Nick Naylor / Alex Brearley / Vivek Bhardwaj |
|
|
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
|
|
|
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 Minerals #ECR – Update on the potential sale of non-core assets in Victoria, including A$75 million of tax losses
ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, announces that, further to the Company’s announcement on 1 November 2024, discussions with the potential buyer of ECR’s subsidiary, Mercator Gold Australia Pty Ltd (“MGA”), have progressed well over the past month.
The proposed transaction concerns the sale of certain non-core assets within the Company’s portfolio in Victoria, in order to effect a sale of the Company’s A$75 million of tax losses. The potential buyer has engaged consultants to advise on the optimum structure of the proposed transaction. Once this structuring work has been completed, the next stage, provided that the parties agree mutually acceptable terms, would be to prepare the formal sale documentation. As previously announced, the proposed transaction is likely to necessitate a restructuring of MGA as such that it comprises only non-core assets.
Given the level of process and complexity that is likely to be involved, to allow time for these workstreams to conclude, ECR has extended the period of exclusivity with the potential buyer to 31 January 2025. As announced on 1 November 2024, the board of ECR continues to believe that the sale, if realised, would be for a material cash consideration.
Notwithstanding this positive progress, discussions remain at an early-stage and there can be no certainty that final binding terms will be agreed, nor as to the timings or final terms, structure or quantum of the potential disposal of MGA.
Depending on the final terms that are agreed for any transaction to realise the tax losses, as well as the structure of the transaction, it is possible, but not guaranteed, that the potential disposal of MGA may be a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies. If applicable, this would require, amongst other items, the transaction to be conditional on the consent of shareholders being given in a general meeting; a shareholders circular detailing the terms of the transaction and certain other disclosures as set out in the AIM Rules. Further updates on the way forward will be provided in due course as matters are progressed.
Nick Tulloch, ECR’s Chairman, said: “We are pleased to report positive progress on the proposed sale of MGA, including its A$75 million of tax losses, in what is potentially a very complex transaction. With a number of different workstreams, it is likely that the forthcoming holiday period will slow the pace down as we get into the second half of December 2024 and so we have agreed a longer extension to exclusivity with the potential buyer to allow time for its advisers to complete the due diligence and their structuring work. I intend to travel to Australia in the second half of January 2025 to hopefully conclude the process.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
| ECR Minerals Plc | Tel: +44 (0) 1738 317 693 | ||
| Nick Tulloch, Chairman
Andrew Scott, Director |
|||
| Email: | |||
| Website: www.ecrminerals.com | |||
| Allenby Capital Limited | Tel: +44 (0) 3328 5656 | ||
| Nominated Adviser
Nick Naylor / Alex Brearley / Vivek Bhardwaj |
info@allenbycapital.com
|
||
| 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
|
|||
| 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.