REG-ECR Minerals plc US$750,000 Convertible Loan <Origin Href="QuoteRef">ECRE.L</Origin>

ECR MineralsAnnouncement

09/02/2015 07:32

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LONDON--(Business Wire)--


ECR MINERALS plc

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

AIM: ECR 

US OTC: MTGDY 

US$750,000 CONVERTIBLE LOAN

LONDON: 9 FEBRUARY 2015 - ECR Minerals plc is pleased to announce the following
with reference to the convertible loan facility (the "Facility") in place with
YA Global Master SPV Ltd (the "Investor"), an investment fund managed by
Yorkville Advisors Global, LP (as previously announced on 3 September 2014). 

The Company and the Investor have agreed to the drawdown by ECR of three further
loan tranches (each a "Tranche") under the Facility, each Tranche being
US$250,000 in principal amount for a total of US$750,000. The aggregate net
proceeds of the Tranches will be US$690,683. The first of the Tranches (the
"First Tranche") has been drawn down. The second Tranche will be drawn down on
or about 2 March 2015 and the third will be drawn down on or about 1 April 2015.
The principal terms of the Facility, which are applicable to the Tranches, are
described below. 

ECR intends to deploy the net proceeds of the Tranches primarily in connection
with its gold exploration interests, namely the Itogon gold project in the
Philippines and the SLM gold project in Argentina, as well as to support the
other activities of the Company, which include the evaluation of a number of
potential new investment opportunities. 

Drilling at the Itogon gold project in the Philippines is continuing in
accordance with ECR`s announcement dated 22 January 2015, and the Company
expects to provide an update regarding planned work at the SLM project in
Argentina in the near future. Images of the current drilling programme at Itogon
may be viewed at: 

www.ecrminerals.com/Itogon-drilling-Jan2015

Stephen Clayson, Chief Executive Officer of ECR, commented:

"We are pleased to have secured this funding against a backdrop of straitened
financial circumstances for most junior mineral companies. With the funding now
in place we can proceed confidently with drilling at the Itogon project, the
results of which will we hope demonstrate strong geological potential. 

We are also continuing to closely review a small number of potential new
opportunities as part of a strategy to assemble a carefully chosen, manageable
portfolio of interests in high quality mineral projects, our overriding
objective being to secure a prosperous future for ECR and its shareholders." 

Principal Terms of the Facility

The outstanding principal amount of a loan tranche (a "Loan") drawn down by ECR
under the Facility is convertible at the Investor`s option into ordinary shares
of the Company of 0.1p ("Ordinary Shares") on the following terms: (a) at 92.5%
of the average daily volume weighted average price (VWAP) of the Ordinary Shares
during the 10 trading days preceding the conversion date, conversion on this
basis being restricted (unless the Company consents otherwise) to a maximum
amount of US$250,000 per calendar month (a limit which applies to all Loans
outstanding under the Facility collectively); or (b) at £0.002607 (0.2607p) in
the case of the First Tranche or, in relation to any subsequent Tranche or any
other subsequent Loan under the Facility, 150% of the average daily VWAP of the
Ordinary Shares during the five trading days preceding drawdown of the relevant
Loan, conversion on this basis being subject to no maximum amount. 

On maturity of a Loan, which shall be two years from the date of drawdown
(extendable by up to one year at the option of the Investor) any outstanding
principal amount will be mandatorily converted to Ordinary Shares at the closing
price of the Ordinary Shares on or immediately prior to the maturity date. 

Interest on the outstanding principal amount of a Loan will accrue at 10% per
annum, payable in Ordinary Shares at 92.5% of the average daily VWAP of the
Ordinary Shares during the 10 trading days prior to the interest payment date.
An implementation fee of 7.5% of the principal amount of each Loan is payable to
the Investor upon drawdown of the relevant Loan. 

The Company is entitled to prepay a Loan in cash, in whole or in part, by making
a payment to the Investor equal to the principal amount to be prepaid plus any
interest due and an additional amount of 10% of the principal amount to be
prepaid. The Facility provides for customary events of default, and following an
event of default the outstanding principal amount of a Loan plus interest may in
certain circumstances become immediately due and payable in cash. If an event of
default has been continuing for at least 30 calendar days, the outstanding
principal amount of a Loan may at the Investor`s option be converted in whole or
in part to Ordinary Shares at 80% of the VWAP of the Ordinary Shares for the
five trading days preceding the date of such a conversion. The drawdown by the
Company of the two further Tranches besides the First Tranche is conditional,
inter alia, on there being at the relevant time no event of default which is
continuing and on certain warranties given by the Company to the Investor being
true and accurate by reference to the facts and circumstances then existing. 

In the event that the 30 day moving average closing price of the Ordinary Shares
falls below the nominal value of an Ordinary Share for a period of five
consecutive trading days, the outstanding principal amount of a Loan shall
become repayable in cash on a monthly basis over the remaining term of the Loan,
with interest also payable in cash. If the closing price of the Ordinary Shares
were to subsequently cease to be less than the nominal value of an Ordinary
Share for a period of 10 consecutive trading days, the monthly cash repayments
would no longer be required and the Loan would revert to being convertible into
Ordinary Shares on the prior terms. 

With respect to the First Tranche, the Investor has received 21,740,000
warrants, each exercisable to acquire one Ordinary Share for a price of
£0.002344 (0.2344p) and valid for three years. In connection with the two
further Tranches and with any other subsequent Loan, the Investor will receive a
quantity of warrants equal to 25% of the principal amount of such Loan
(converted to £) divided by the closing price of the Ordinary Shares on the
trading day prior to the date of drawdown, each warrant to be valid for three
years and exercisable to acquire one Ordinary Share for a price equal to 125% of
the VWAP of the Ordinary Shares on the trading day prior to the date of
drawdown. 

The Investor and its affiliates, associates, partners and insiders are
prohibited under the terms of the Facility from holding a net short position in
respect of Ordinary Shares at any time, and from assisting or enabling any other
person to do so (including by lending Ordinary Shares). 

The Facility is available to the Company for three years from 2 September 2014
and provides a framework for the drawdown by ECR of Loans up to US$10 million in
aggregate principal amount. ECR received a Loan under the Facility of US$1.5
million in principal amount in September 2014, of which US$885,712 (plus accrued
interest) remains outstanding. 

The drawdown of any further Loans besides the Tranches which are the subject of
this announcement is by agreement between the Company and the Investor. Neither
party is under any obligation to agree to any further Loan. 

ABOUT ECR

ECR is a mineral exploration and development company with, among other
interests, the right to earn a 50% interest in the Itogon gold project in the
Philippines. Itogon is an advanced exploration project located in a gold and
copper mining district in the north of the Philippines. 

ECR has a 100% interest in the SLM gold project in La Rioja Province, Argentina,
the exploration strategy for which is to delineate multiple medium to high
grade, low tonnage deposits suitable for advancement to production on a
relatively low capital, near term basis. 

ECR continues to review potential new investments on a highly selective basis,
with a concentration on precious, base and strategic metals projects in Asia and
South America. 
 
 FOR FURTHER INFORMATION PLEASE CONTACT:                               
                                                                       
 ECR Minerals plc                            Tel: +44 (0)20 7929 1010  
 Paul Johnson, Non-Executive Chairman                                  
 Stephen Clayson, Director & CEO                                       
 Richard (Dick) Watts, Technical Director                              
                                                                       
 Email: info@ecrminerals.com                                           
 Website: www.ecrminerals.com                                          
                                                                       
 Cairn Financial Advisers LLP                Tel: +44 (0)207 148 7900  
 Nominated Adviser                                                     
 Emma Earl/Jo Turner                                                   
                                                                       
 Daniel Stewart & Company plc                Tel: +44 (0)20 7776 6550  
 Broker                                                                
 Colin Rowbury                                                         
                                                                       
 
 
FORWARD LOOKING STATEMENTS

This announcement may include forward looking statements. Such statements may be
subject to a number of known and unknown risks, uncertainties and other factors
that could cause actual results or events to differ materially from current
expectations. There can be no assurance that such statements will prove to be
accurate and therefore actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward looking statements. Any forward looking statements
contained herein speak only as of the date hereof (unless stated otherwise) and,
except as may be required by applicable laws or regulations (including the AIM
Rules for Companies), the Company disclaims any obligation to update or modify
such forward looking statements as a result of new information, future events or
for any other reason. 
 
ECR Minerals plc 

Copyright Business Wire 2015