2 October 2024
ECR MINERALS PLC
("ECR Minerals", "ECR" or the "Company")
Salary Sacrifice, Issue of Equity
and
Total Voting Rights
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 ("Ordinary Shares") in respect of the board of directors of ECR's (the "Board" or the Directors") salary sacrifice scheme.
Proposed extension of salary sacrifice scheme
On 19 September 2023, it was announced that the Company's non-executive directors agreed to subscribe for new Ordinary Shares ("New Ordinary Shares") in lieu of their salary. These arrangements have been extended each quarter through to 30 September 2024.
Nick Tulloch, Chairman, and Mike Whitlow, Managing Director, are also remunerated substantially by the issue of New Ordinary Shares, as announced by the Company on 19 September 2023 and most recently on 17 September 2024.
With the salary sacrifice scheme reaching its first anniversary, the Board proposes to review the arrangements in line with the Company's strategy and financial position. Each member of the Board has confirmed that they will continue to accept a majority of their remuneration through the issue of New Ordinary Shares for at least a further 12 months. Further details will be announced in due course.
Issue of New Ordinary Shares
ECR is pleased to confirm that the New Ordinary Shares awarded to certain Directors pursuant to the existing salary sacrifice scheme have been issued and allotted. Each of David Tang (who has since left the Board), Andrew Scott and Trevor Davenport have received 3,748,438 New Ordinary Shares in lieu of an aggregate of £27,000 accrued salary. The New Ordinary Shares were issued at a price of 0.2401 pence per new Ordinary Share, being in this instance a price equal to the volume weighted average price of Ordinary Shares calculated over the 14 days prior to 30 September 2024.
In total 11,245,314 new Ordinary Shares have been issued by the Company. Following this issuance, the total numbers of Ordinary Shares currently held by Andrew Scott and Trevor Davenport, as Persons Discharging Managerial Responsibility ("PDMRs") of the Company, are as follows:
| Name | New Ordinary Shares issued | Total Ordinary Shares now held in the Company | As a percentage of the Company's enlarged issued ordinary share capital |
| Andrew Scott | 3,748,438 | 17,612,654 | 0.93% |
| Trevor Davenport | 3,748,438 | 17,612,654 | 0.93% |
| Total | 7,496,876 | | |
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 Disclosure Guidance and Transparency Rules
Application has been made for 11,245,314 New Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 8 October 2024. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR's issued ordinary share capital will comprise 1,904,006,225 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: "Throughout the past financial year, the Board has adopted a policy of aligning itself with our shareholders and conserving the Company's cash resources. As we pass through the first anniversary of these arrangements being implemented, I am pleased to say that the entire Board will continue to accept a majority of our remuneration in Ordinary Shares and will do so until at least the end of the new financial year. Our recent work programmes have evidenced the considerable potential within ECR's asset base, and we remain determined to demonstrate our own confidence in the opportunities that we have before us."
FOR FURTHER INFORMATION, PLEASE CONTACT:
| ECR Minerals Plc | | Tel: +44 (0) 1738 317 693 | |
| Nick Tulloch, Chairman Andrew Scott, Director | | | |
| | | | |
| Email: | | | |
| Website: www.ecrminerals.com | | | |
| | | | |
| Allenby Capital Limited |
| Tel: +44 (0) 3328 5656 | |
| Nominated Adviser 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. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina.
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 |
| |||||||||
| 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) |
| |||||||||
| d) | Aggregated information: - Aggregated volume - Price | N/A | |||||||||
| e) | Date of the transaction | 1 October 2024 | |||||||||
| f) | Place of the transaction | Outside a trading venue | |||||||||
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