ECR Minerals plc Notice of EGM
June 22 2015 - 10:42AM
UK Regulatory
TIDMECR
ECR MINERALS plc
("ECR Minerals", "ECR" or the "Company")
AIM: ECR
US OTC: MTGDY
NOTICE OF MEETING AND PROPOSED
REORGANISATION OF SHARE CAPITAL
LONDON: 22 JUNE 2015 - ECR Minerals plc announces that a notice
of general meeting (the "General Meeting") has today been posted to
shareholders. The purpose of the General Meeting will be to
consider certain ordinary and special resolutions (the
"Resolutions") which are intended to effect a reorganisation of
ECR's share capital (the "Reorganisation").
The directors of ECR (the "Directors") consider it advisable to
create a greater margin between the price at which the Company's
ordinary shares ("Existing Ordinary Shares") are currently trading
on AIM and the nominal value of the Existing Ordinary Shares, which
is 0.1p. English company law prohibits the issue of new shares at a
price below their nominal value, and accordingly, the ability of
the Company to raise equity funding in future and to honour
contractual obligations in respect of the convertible loan facility
which has sustained the Company's operations since September 2014
may potentially be inhibited unless the nominal value of the
Existing Ordinary Shares is adjusted.
The purpose of the Resolutions is therefore primarily to adjust
the nominal value of the Existing Ordinary Shares, as a
precautionary measure. The Resolutions should not be construed to
imply that the Directors expect the price of the Company's ordinary
shares to fall below their current nominal value.
The proposed Reorganisation comprises a subdivision of each
Existing Ordinary Share into one ordinary share of 0.001p ("New
Ordinary Share") and one deferred share of 0.099p (the "Deferred B
Shares"). The Reorganisation will require certain amendments to the
Company's articles of association to reflect the change in the
nominal value of the ordinary shares and to set out the rights and
restrictions attached to the Deferred B Shares. These amendments
are set out in the Resolutions.
A class of deferred shares of 9.9p (the "Deferred Shares")
created in 2009 is already in existence. It is also intended that
the Resolutions will rectify certain clerical errors in the
drafting of the Company's articles of association in relation to
the creation of the Deferred Shares.
The Deferred B Shares will not carry any dividend or voting
rights, and holders of Deferred B Shares will only be entitled to a
payment on a return of capital on a winding up of the Company after
each holder of New Ordinary Shares has received a payment of
GBP1,000,000 in respect of each such share. The Deferred B Shares
therefore have effectively no value.
The Reorganisation is subject to the approval of shareholders at
the General Meeting. If the Resolutions are passed, the
Reorganisation will become effective immediately following close of
business on that date. Application will be made for the New
Ordinary Shares to be admitted to trading on AIM, and it is
expected that admission will become effective at 8 a.m. on 16 July
2015.
In the event that the Resolutions in respect of the
Reorganisation are passed at the General Meeting, there will be
3,867,029,332 New Ordinary Shares in issue following completion of
the Reorganisation (assuming that no additional Existing Ordinary
Shares are issued between the date of this announcement and the
date of the Reorganisation). Each holder of New Ordinary Shares
will hold the same number of ordinary shares as was the case
immediately prior to the Reorganisation. Therefore, each
shareholder's percentage interest in the Company's issued ordinary
share capital will be unchanged. The New Ordinary Shares will have
the same rights and restrictions as those currently attached to the
Existing Ordinary Shares under the existing articles of
association. No new share certificates will be issued as part of
the Reorganisation, and the validity of existing share certificates
will be unaffected.
The Deferred B Shares will not be traded on AIM or any other
market, and no share certificates will be issued in respect of the
Deferred B Shares, nor will the CREST accounts of holders of New
Ordinary Shares be credited with any Deferred B Shares.
The Directors will be voting in favour of all the Resolutions in
respect of their individual beneficial holdings and recommend that
shareholders do so as well.
The General Meeting will be held at 9 a.m. on 15 July 2015 at
the registered office of the Company, which is 2nd Floor, Peek
House, 20 Eastcheap, London EC3M 1EB. The full notice of meeting
and an accompanying letter of explanation are available on ECR's
website.
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
William (Bill) Howell, 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
Martin Lampshire
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.
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