REG - ECR Minerals PLC - Issue of Equity, TVR & PDMR Dealings

ECR MineralsAnnouncement

09/01/2025 07:00

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RNS Number : 6572S  ECR Minerals PLC  09 January 2025

9 January 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 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 share 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

 Email:

 info@ecrminerals.com
 Website: www.ecrminerals.com
 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.ecrminerals.com%2F&esheet=51817334&newsitemid=20180605005810&lan=en-US&anchor=www.ecrminerals.com&index=1&md5=820ad49dc1fc2c84a0538453c017bc1b)

 Allenby Capital Limited                                                                                                                                                                                                                                              Tel: +44 (0) 3328 5656
 Nominated Adviser                                                                                                                                                                                                                                                    info@allenbycapital.com (mailto:info@allenbycapital.com)

 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.

 

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    Ordinary shares of 0.001p each in ECR Minerals plc

       Identification code                                            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  0.33 pence  7,954,545
                                                                      Mike Whitlow  0.33 pence  7,954,545
                                                                      Andrew Scott  0.33 pence  1,818,181

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        8 January 2025
 f)    Place of the transaction                                       Outside a trading venue

 

 

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  0.33 pence  7,954,545
 Mike Whitlow  0.33 pence  7,954,545
 Andrew Scott  0.33 pence  1,818,181

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

8 January 2025

f)

Place of the transaction

Outside a trading venue

 

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