REG-ECR Minerals plc Posting of Circular, Notice of GM, Directors Share Agreements & PDMR Dealing
19/09/2023 07:45
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Posting of Circular, Notice of GM, Directors Share Agreements & PDMR
Dealing
ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
Approval of Subscription: Posting of Circular and Notice of GM
Approval of Directors Share Agreements
PDMR Dealing
Issue of Adviser Shares
As announced on 18 September 2023, the Company has conditionally raised
£580,000 by way of a direct subscription (“Subscription”) through the
issue of 331,392,844 new ordinary shares in the Company (“New Ordinary
Shares”), at a price of 0.175p per New Ordinary Share. The Subscription was
conditional upon, amongst other things, the approval by shareholders of
certain resolutions to be proposed at the upcoming general meeting of the
Company. The Company confirms that it will today publish and dispatch a
shareholder circular ("Circular"), together with a notice convening a general
meeting ("GM") of the Company (the "Notice"). The GM will be held at Office
T3, Hurlingham Studios, Ranelagh Gardens, London, SW6 3PA on 6 October 2023 at
11.00 a.m.
The associated Circular and Notice of GM will be posted to shareholders today,
and will be available on the Company's website shortly at:
https://www.ecrminerals.com/investors-media/circulars
(https://www.ecrminerals.com/investors-media/circulars)
Salary Sacrifice
Alongside the Subscription, four members of the board of directors, David
Tang, Andrew Scott, Adam Jones and Trevor Davenport, have agreed, conditional
on the passing of the resolutions at the upcoming general meeting, to
subscribe for 22,857,142 New Ordinary Shares at the Subscription Price of
0.175p in lieu of an aggregate of £40,000 salary, thereby further preserving
the Company’s cash resources.
The Ordinary Shares proposed to be issued to certain members of the Board are
as follows:
Director Position Salary Sacrificed in the period 1 August 2023 to 30 November 2023 Number of New Ordinary Shares to be issued in lieu of salary (conditional) at Total Shares then held if Admission was to occur.
0.175p
David Tang Chairman £10,000 5,714,285 5,714,285
Andrew Scott Director £10,000 5,714,285 5,714,285
Trevor Davenport Director £10,000 5,714,285 5,714,285
Adam Jones Technical Director £10,000 5,714,285 5,714,285
(together the “Existing Directors Shares”)
If the resolutions are approved by Shareholders, it is intended that the
Existing Directors Shares will be issued on or around 30 November 2023, with
admission to trading commencing on or around 1 December 2023. A further
announcement would be made at that time.
Issue of Shares to New Director and PDMR
As announced on 15 September 2023, the Company has appointed two new senior
management team members. Nick Tulloch, has been appointed Executive Director
and Managing Director of the Company and Mike Whitlow has been appointed as
Chief Operating Officer (non board position). As part of joining the Company
they have now agreed to a remuneration package that is (i) predominantly based
on earning equity in the Company; (ii) is designed to incentivise and align
their interests with Shareholders and (iii) preserves the Company’s cash
resources. Accordingly it has been agreed that they will each receive a salary
of £102,000 per annum of which £12,000 is to be paid in cash pro rata across
the year, and the balance is to be satisfied by the issue of equity in four
quarterly payments of £22,500 using the mechanism set out below:
* On 14 December 2023, the issue of 12,857,142 Ordinary Shares each (being
£22,500 Ordinary Shares at a price of 0.175 pence each); and
* At the end of each subsequent quarter (14 March 2024, 14 June 2024 and 14
September 2024), the issue of ordinary shares valued in the Company at a value
of £22,500, with such number of shares calculated by reference to: (i) the
price at which an equity fundraising in the Company was carried out during
that quarter or (ii) if there was no fundraising, the price equal to the
volume weighted average price of ordinary shares in the Company calculated
over the previous 14 days, provided always that the minimum ordinary share
price that shall apply is 0.175 pence.
(together the “New Directors Shares”)
In each case the issue of these shares is conditional on the relevant person
being a director of the Company. On the first anniversary of the date of the
employment the Company and each of Nick Tulloch and Mike Whitlow will agree
new remuneration terms.
If approved by Shareholders, it is intended that the first Tranche of the New
Director Shares (being 25,714,284 Ordinary Shares, in total and in aggregate)
will be issued on or around 14 December 2023, with admission to trading on AIM
commencing on or around 15 December 2023. A further announcement would be made
at that time.
New Advisor Shares
Certain key advisers of the Company have conditionally agreed to receive
6,857,142 Ordinary Shares (the “Adviser Shares”) in lieu of £12,000 of
cash invoice entitlements, to assist the Company in conserving its cash
resources. If approved by Shareholders, it is intended that the Adviser Shares
will be issued on or around 9 October 2023, with admission to trading on AIM
commencing on or around 9 October 2023.
Use of Proceeds and Requirement for Shareholders to Vote
The proceeds of £580,000 (gross) to be raised through the Subscription will
provide the Company with the necessary funding it requires to advance the
Company’s extensive existing assets, to progress new opportunities and for
working capital purposes. In the event that the resolutions at the General
Meeting are not approved and the proposed Subscription does not complete, the
Directors would need to consider urgently alternative sources of funding to
meet its immediate working capital needs. There is no assurance that any such
alternative funding arrangements could be put in place in the timescale
required, which would have a materially adverse effect on the Company, and
accordingly, the Directors unanimously recommend that Shareholders vote in
favour of each of the Resolutions required to be passed to implement the
Subscription.
The total number of ordinary shares to be issued pursuant to the Subscription,
the Existing Directors Shares, the New Directors Shares and the Adviser Shares
is 463,964,270 Ordinary Shares (“Total New Ordinary Shares”). Following
the issue and Admission of the Total New Ordinary Shares (which is conditional
on, among other items, the passing of the resolutions at the upcoming General
Meeting and the Admission dates set out above) the total issued share capital
in the Company would be 1,671,940,285 Ordinary Shares.
ECR Managing Director Nick Tulloch commented: “As we announced yesterday,
the Subscription generated material interest from a number of prospective
investors and I am pleased to report that it is being further supported by
members of the board and certain of our advisers who are aligning themselves
with our shareholders.”
“Mike and I are less than a week into our new roles but we are grateful for
the response to the Subscription that leaves ECR very well placed to advance
both our current portfolio of assets as well as develop new opportunities.”
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc Tel: +44 (0) 20 7929 1010
David Tang, Non-Executive Chairman
Nick Tulloch, Managing Director
Andrew Scott, Director
Email:
info@ecrminerals.com (mailto: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=20230919886652&newsitemid=20180605005810&lan=en-US&anchor=www.ecrminerals.com&index=1&md5=820ad49dc1fc2c84a0538453c017bc1b)
WH Ireland Ltd Tel: +44 (0) 207 220 1666
Nominated Adviser
Katy Mitchell / Andrew de Andrade
SI Capital Ltd Tel: +44 (0) 1483 413500
Broker
Nick Emerson
Novum Securities Limited Tel: +44 (0) 20 7399 9425
Broker
Jon Belliss
Brand Communications Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green
The notifications set out below are provided in accordance with the
requirements of the EU Market Abuse Regulation.
Details of the person discharging managerial responsibilities
a) Name David Tang
2 Reason for the notification
a) Position/status Chairman & Director
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Shares in lieu of salary
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p 5,714,285
d) Aggregated information
- Aggregated volume
5,714,285
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
1 Details of the person discharging managerial responsibilities
a) Name Adam Jones
2 Reason for the notification
a) Position/status Technical Director
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Shares in lieu of salary
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p
5,714,285
d) Aggregated information
- Aggregated volume
5,714,285
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
1 Details of the person discharging managerial responsibilities
a) Name Andrew Scott
2 Reason for the notification
a) Position/status Non-Executive Director
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Shares in lieu of salary
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p
5,714,285
d) Aggregated information
- Aggregated volume
5,714,285
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
1 Details of the person discharging managerial responsibilities
a) Name Trevor Davenport
2 Reason for the notification
a) Position/status Non-Executive Director
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Shares in lieu of salary
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p
5,714,285
d) Aggregated information
- Aggregated volume
5,714,285
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
1 Details of the person discharging managerial responsibilities
a) Name Nick Tulloch
2 Reason for the notification
a) Position/status Managing Director
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Issue of Shares as part of remuneration package
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p 12,857,142
d) Aggregated information
- Aggregated volume
12,857,142
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
1 Details of the person discharging managerial responsibilities
a) Name Mike Whitlow
2 Reason for the notification
a) Position/status Chief Operating Officer
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
Identification code
GB00BYYDKX57
b) Nature of the transaction Issue of Shares as part of remuneration package
c) Price(s) and volume(s) Price(s) Volume(s)
0.175p 12,857,142
d) Aggregated information
- Aggregated volume
12,857,142
- Price
0.175p
e) Date of the transaction 19 September 2023
f) Place of the transaction Off market transaction
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 km(2)
over a relatively unexplored area in Lolworth Range, Queensland, Australia.
The Company also has an option to acquire 100% of Placer Gold, which wholly
owns the Hurricane Project, a later stage gold and antimony project located
west of Cairns in the Hodgkinson Province, NE Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in
Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the
subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd
(TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up
to A$2 million in payments subject to future resource estimation or production
from projects sold to Fosterville South Exploration Limited.
ECR holds a 90% interest in the Danglay gold project; an advanced exploration
project located in a prolific gold and copper mining district in the north of
the Philippines, which has a 43-101 compliant resource. ECR also holds a
royalty on the SLM gold project in La Rioja Province, Argentina and can
potentially receive up to US$2.7 million in aggregate across all licences.
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