Issue of Equity, TVR & PDMR Dealings

ECR Minerals

01/04/2025 07:00

RNS Number : 0270D

ECR Minerals PLC

01 April 2025

 

1 April 2025

 

ECR MINERALS PLC

 

("ECR Minerals", "ECR" or the "Company")

 

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 9,816,325 new Ordinary Shares, as payment in lieu of £22,500 of their accrued remuneration for the period from 1 January 2025 to 31 March 2025.

 

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. 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, Non-executive Director, will also receive 2,617,686 new Ordinary Shares, as payment in lieu of £6,000 of his accrued remuneration for the same period. The new Ordinary Shares will be issued at a price of 0.22921 pence per new Ordinary Share, which was the volume weighted average share price for Ordinary Shares over the previous 14 days.  

 

A further 2,617,686 new Ordinary Shares will also be issued at a price of 0.22921 pence per new Ordinary Share as payment in lieu of £6,000 of the remuneration of a consultant to the Company during the period from 1 January 2025 to 31 March 2025.

 

Additional Issue of Equity

 

The Company has agreed to issue and allot 2,617,686 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 0.22921 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 27,485,708 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
9,816,325
57,201,287
2.55%
Mike Whitlow
9,816,325
57,201,287
2.55%
Andrew Scott
2,617,686
22,048,521
0.98%
Total
22,250,336


 

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.

 

Admission and Total Voting Rights

 

Application has been made for 27,485,708 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 7 April 2025. The 27,485,708 new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR's issued ordinary share capital will comprise 2,242,655,302 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: "Our policy of remunerating directors and senior members of our team partially through new Ordinary Shares has now passed 18 months and remains ongoing.  We continue to focus on maximising the value of our assets and cash resources while aligning our interests with those of the Company's shareholders.

 

"We have a great deal to look forward to during 2025.  The highlight will be the ongoing work to bring our Blue Mountain gold project potentially into production but, in the nearer term, we expect to commence our drilling campaign at Bailieston to examine the possibility of an antimony resource.  The rising price of this metalloid makes it one of the best performing commodities over the past 12 months and our own prior drilling results, coupled with proven resources nearby, gives cause for optimisim on this project.  Alongside that, we are putting plans in place for drilling at Lolworth and continuing to conduct due diligence on our potential acquisition of Maximus Minerals.

 

We may be a small company but, through the breadth of our assets and efforts of the team, we punch above our weight."

 

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
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.

 

ECR is also in exclusive negotiations to acquire Maximus Minerals Ltd for £500,000 along with exercising that company's option over the Cat Key advanced gold project for C$600,000.  The consideration, if the transaction completes, will be settled in new ECR shares, issued at no less than 0.33 pence per share.

 

Director/PDMR MAR disclosures

 

The following notification, made in accordance with the requirements of the UK Market Abuse Regulation, gives further details.

 

1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Name
Position
Nick Tulloch
Chairman
Mike Whitlow
Managing Director
Andrew Scott
Non-Executive Director
2
Reason for the notification
a)
Position/status
See above
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
ECR Minerals plc
b)
LEI
213800PBXY96KXHISJ17
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary shares of 0.001p each in ECR Minerals plc
Identification code (ISIN) for ECR Minerals plc ordinary shares:GB00BYYDKX57
b)
Nature of the transaction
Issue of new Ordinary Shares in lieu of salary
c)
Price(s) and volume(s)
Name
Price(s)
Volume(s)
Nick Tulloch
0.22921 pence
9,816,325
Mike Whitlow
0.22921 pence
9,816,325
Andrew Scott
0.22921 pence
2,617,686
d)
Aggregated information:
- Aggregated volume
- Price
N/A
e)
Date of the transaction
1April 2025
f)
Place of the transaction
Outside a trading venue

 

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