Proposed Acquisition, Subscription & Other Matters

ECR Minerals

01/10/2025 11:30

RNS Number : 6446B

ECR Minerals PLC

01 October 2025

 

 

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

1 October 2025

 

ECR MINERALS PLC

 

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

 

Proposed Acquisition for expansion of the Blue Mountain Project operations

Subscription to raise £0.65 million

Proposed Retail Offer

and

Appointment of Joint Broker

 

ECR Minerals plc (LON: ECR), the gold exploration and development company focused on Australia, is pleased to announce that it is currently in an exclusivity period to conduct due diligence in relation to the proposed acquisition of Licence ML 3665 (the "Raglan Project"), which is a fully permitted alluvial gold project and operation located near Raglan in Queensland, Australia (the "Proposed Acquisition"). With a mining licence and all capital equipment included in the Proposed Acquisition, the Directors believe that the Raglan Project represents an opportunity to fast-track ECR's alluvial gold production plans.

 

The Raglan Project is located close to ECR's existing Blue Mountain gold project in Queensland, Australia (the "Blue Mountain Project") and the board of directors of ECR (the "Board" or the "Directors") believe that the Proposed Acquisition will represent a strategic expansion of its footprint and operations in the region. The Proposed Acquisition will be conditional on, inter alia, satisfactory results from site investigations which will be carried out by ECR, the completion of binding underlying transaction documentation, and the completion of the Subscription (as defined below).

 

The Company also announces that it has conditionally raised £0.65 million (before expenses) by way of a direct subscription (the "Subscription") for a total of 325,000,000 new ordinary shares of 0.001 pence each in the Company ("Ordinary Shares") at a price of 0.20 pence per new Ordinary Share (the "Issue Price"). The Directors currently intend for the net proceeds of the Subscription to be used predominantly to fund the purchase price that will be payable for completion of the Proposed Acquisition.

 

Allenby Capital Limited ("Allenby Capital") acted as the Company's broker in connection with the Subscription. The Company is pleased to announce that Allenby Capital has been appointed as a Joint Broker to the Company with immediate effect.

 

In addition to the Subscription, it is proposed that there will be a separate conditional retail offer to existing shareholders via a retail offer platform, or an equivalent mechanism to allow its existing retail shareholders to be given the opportunity to participate on the same terms as the those participating in the Subscription, to raise up to approximately £100,000 (before expenses) at the Issue Price.

 

Highlights:

 

·     Strategic Expansion: The Raglan Project is located close to ECR's Blue Mountain Project and, if completed, the Proposed Acquisition would expand ECR's position in a highly prospective alluvial gold region. Significantly the Raglan Project is located only around 5km from the main road with no access constraints.

 

·     Established Infrastructure: The Raglan Project will include 60 tonne-per-hour wash plant with under 1,000 hours of operational history, trommel, concentrator, gold room, fuel storage, several mobile mining vehicles, and supporting infrastructure - delivering a turnkey production-ready operation.

 

·      Mining Lease: The Raglan Project will include a granted mining lease covering approximately 300 acres, enabling commencement of mining operations in the nearer-term following completion of the Proposed Acquisition.

 

·      Subscription: ECR has raised £0.65 million (before expenses) with the Board's current intention being for the net proceeds to be predominantly used to fund the purchase price payable for completion of the Proposed Acquisition.

 

Raglan Project

 

The Raglan Project is located between Rockhampton and Gladstone in central Queensland and comprises a granted mining lease covering approximately 300 acres. Historically, the site has produced coarse alluvial gold, and recent prospecting has confirmed the continued presence of gold-bearing gravels. The Raglan Project will include a comprehensive package of infrastructure including a near-new 60 tonne-per-hour gravity processing plant, gold room, water supply, fuel storage, and mobile plant vehicles - enabling nearer-term recommencement of operations following completion of the Proposed Acquisition. With minimal additional capital required, the Directors believe that the Raglan Project represents a compelling opportunity to fast-track ECR's alluvial gold ambitions alongside its growing presence at the Blue Mountain Project.

 

Site investigations

 

ECR is currently in an exclusivity period to conduct due diligence with the individuals who have established and operated the Raglan Project (the "Vendors"). The main element of ECR's due diligence will be site investigations where ECR will operate the plant and machinery and conduct a series of bulk samples to be satisfied on the gold prospectivity of the project. ECR's Chief Geologist, Adam Jones, is currently on site leading the programme. Subject to the on-site investigations proceeding in line with expectations and the completion of the Subscription, ECR intends to enter into binding transaction documentation to acquire the Raglan Project and assume full operations.

 

Bulk sampling will be carried out at up to five locations within the Raglan Project lease, guided by the Vendors who have already highlighted areas with known gold recovery. Trial processing is being conducted using the existing plant on site, with machinery and experienced operators provided by the Vendors. The trial is expected to conclude this week.

 

There is no cost to ECR in conducting these due diligence investigations other than covering the expenses of the on-site teams, which has been agreed at A$3,000 plus Australian goods and services tax ("GST") per day.

 

All gold recovered during these investigations will be the property of ECR.

 

Proposed Acquisition structure and tax losses

 

The acquisition of the Raglan Project is proposed to be implemented through ECR's wholly owned subsidiary, ECR Minerals (Queensland) Pty Ltd, acquiring the companies which are the current owner of the Raglan Project and its associated equipment and infrastructure, Raglan Resources Pty Ltd ("Raglan Resources") which itself owns Raglan Mining Pty Ltd ("Raglan Mining"). It is intended that Raglan Resources will be restructured by the Vendors prior to the Proposed Acquisition, so that any unrelated tenements and non-core assets will be excluded from the Proposed Acquisition.

 

A purchase price of A$1.1 million (approximately £0.53 million) plus any applicable GST in cash has been agreed between the parties, payable only if ECR is satisfied following the due diligence that it is currently carrying out. The Directors intend for the net proceeds of the Subscription to be predominantly used to fund the purchase price that will be payable for completion of the Proposed Acquisition.

 

The Board believes that the structure of the Proposed Acquisition should enable ECR's existing tax losses of some A$75 million to be applied against any future profits generated from the Raglan Project. 

 

The Directors consider that the proposed addition of the Raglan Project to ECR's portfolio aligns with the Company's strategy to build a portfolio of low-capex, high-margin gold operations in Australia.

 

The Proposed Acquisition will be subject to, among other things, due diligence by ECR and the execution of a legally binding agreement governing the Proposed Acquisition and the completion of the Subscription in order to fund the purchase price payable for the Proposed Acquisition. There can therefore be no certainty that final binding terms will be agreed in order to complete the Proposed Acquisition, nor as to the timing or final terms, value or conditions of the Proposed Acquisition. Further updates will be provided in due course.

 

Raglan Resources and Raglan Mining reported unaudited total assets of A$1.39 million for the year ended 30 June 2024 and an unaudited total net loss of A$0.19 million for the same period. This unaudited financial information is before the proposed restructuring of Raglan Resources to exclude any unrelated tenements and non-core assets from the Proposed Acquisition, as described above.

Details of the Subscription, the Proposed Retail Offer and the intended use of proceeds

The Subscription

The Company has conditionally raised £0.65 million (before expenses) through the Subscription for a total of 325,000,000 new Ordinary Shares (the "Subscription Shares") at the Issue Price.  The Subscription Shares (and the Proposed Retail Shares, as defined below) will be issued on a non-pre-emptive basis pursuant to the authorities granted to the Board at the Company's annual general meeting held on 23 April 2025.

 

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Subscription Shares.

 

Proposed Retail Offer

In addition to the Subscription, it is proposed that there will be a separate conditional retail offer via a retail offer platform, or an equivalent mechanism to allow its existing retail shareholders to be given the opportunity to participate on the same terms as the those participating in the Subscription, to raise up to £100,000 (before expenses) at the Issue Price (the "Proposed Retail Offer", and together with the Subscription, the "Fundraise"). A separate announcement will be made by the Company regarding the Proposed Retail Offer and its terms. Those investors who subscribe for new Ordinary Shares pursuant to the Proposed Retail Offer (the "Proposed Retail Shares") will do so pursuant to the terms and conditions contained in that separate announcement. 

 

It is anticipated that an application will be made to London Stock Exchange plc ("London Stock Exchange") for the Subscription Shares and the Proposed Retail Shares (once the final number of Proposed Retail Shares to be issued is determined) to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). It is currently anticipated that Admission will become effective, and that dealings in the Subscription Shares and the Proposed Retail Shares will commence on AIM, at 8.00 a.m. on or around 8 October 2025.

 

The Subscription is conditional on the receipt of subscription monies and on Admission. Completion of the Proposed Retail Offer will be conditional, inter alia, upon completion of the Subscription. Completion of the Subscription is not conditional on the completion of the Proposed Retail Offer. The Proposed Acquisition will be conditional, inter alia, on the completion of the Subscription.

 

The Subscription and the Proposed Retail Offer are not conditional on the completion of the Proposed Acquisition. It is expected that the Company will not be ready to proceed with the completion of the Proposed Acquisition until only after Admission has occurred and the Subscription and the Proposed Retail Offer have unconditionally completed, and accordingly the Subscription and the Proposed Retail Offer will not be affected by the Proposed Acquisition failing to complete for any reason.

 

Intended Use of Proceeds

The Directors currently intend for the net proceeds of the Subscription to predominantly be used to fund the consideration that would be payable for the completion of the Proposed Acquisition (being A$1.1 million or approximately £0.53 million) with the remainder to be used  for ECR's corporate, project and working capital purposes. However, should the Proposed Acquisition not proceed for any reason, then the Directors intend to apply the net proceeds of the Subscription towards increasing the Company's activities at its Blue Mountain Project and for ECR's corporate, project and working capital purposes.

 

As previously announced, and without taking account of the Subscription or the Proposed Retail Offer, ECR is funded for all of its intended activities for 2025. Following completion of the Subscription and the payment of the consideration for the Proposed Acquisition, ECR will remain funded for its planned activities over the remainder of 2025 and would maintain a cash runway which is expected to extend to at least the end of Q1 2026. Should the Proposed Acquisition not proceed, then ECR's expected cash runway would be extended.

 

It is currently proposed that the proceeds of the Proposed Retail Offer, which will represent a maximum of an additional £100,000, will be generally applied towards ECR's corporate, project and working capital purposes over the remainder of 2025 and into 2026.

 

Nick Tulloch, ECR's Chairman, commented: "This Proposed Acquisition offers the potential for a very significant and strategic step forward for ECR. The Raglan Project offers synergies with our existing operations at the Blue Mountain Project and the potential to fast-track gold recovery. The Subscription, which has been strongly supported, further endorses our strategy as we accelerate towards revenue generation.

 

"Shareholders will be aware that we had expected to acquire or build the necessary plant and equipment to operate the Blue Mountain Project. This Proposed Acquisition can essentially be considered to be part of that budget, while also providing additional assets and realisable benefits - most notably moving to alluvial gold production on a faster timescale. The proximity of the two projects is expected to provide operational efficiencies, and the granted mining lease means that the Raglan Project represents a nearer-term revenue opportunity for ECR.

 

"We believe that this is a turnkey project with all necessary facilities already in place.  Once completed, not only do we expect for the project to enable us to accelerate our path to potential revenue but will also represent a substantial expansion of our operations and capabilities."

 

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.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

ECR Minerals Plc
Tel: +44 (0) 20 8080 8176
Nick Tulloch, Chairman
Andrew Scott, Director
info@ecrminerals.com
Website:www.ecrminerals.com
Allenby Capital Limited
Tel: +44 (0)3328 5656
Nominated Adviser and Joint Broker
info@allenbycapital.com
Nick Naylor / Alex Brearley / Vivek Bhardwaj (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Axis Capital Markets Limited
Tel: +44 (0)203 026 0320
Joint Broker
Lewis Jones
SI Capital Ltd
Tel: +44 (0) 1483 413500
Joint 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 operating through two wholly owned Australian subsidiaries ECR Minerals (Australia) Pty Ltd ("ECR Australia") and ECR Minerals (Queensland) Pty Ltd ("ECR Queensland").

 

ECR Australia owns the Bailieston and Creswick gold projects in central Victoria, Australia as well as the Tambo gold project in eastern Victoria.

 

ECR Queensland has two approved exploration permits over the Blue Mountain alluvial gold project in central Queensland, Australia, which it is currently working to bring into production.  It also has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range in northern Queensland. Furthermore, ECR Queensland has also submitted a licence 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), ECR Australia has the right to receive up to A$2 million in payments subject to future resource estimation or production from these projects. 

 

ECR Australia also has approximately A$75 million of unutilised tax losses incurred during previous operations.

 

This announcement is made in accordance with the Company's obligations under Article 17 of UK MAR and the person responsible for arranging for the release of this announcement on behalf of ECR is Nick Tulloch, Chairman.   

 

IMPORTANT NOTICES

 

Notice to Distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Subscription Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Subscription Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Subscription Shares may decline and investors could lose all or part of their investment; the Subscription Shares offer no guaranteed income and no capital protection; and an investment in the Subscription Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Subscription. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Subscription Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

 

Forward Looking Statements

 

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

Notice to overseas persons

 

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

 

General

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to the Company in connection with the Subscription. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Subscription.  Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

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