TIDMECR
ECR MINERALS plc
("ECR" or the "Company")
ISSUE OF EQUITY
LONDON: 14 SEPTEMBER 2016 - The directors of ECR Minerals plc
(the "Board") announce the issue of 2,415,537,133 new ordinary
shares in the Company of 0.001 pence ("Ordinary Shares") to settle
the following liabilities of the Company.
a) 414,538,378 Ordinary Shares at a price of 0.0069375 pence per
share to satisfy the second tranche of Consideration Shares (as
that term is defined in the Company's announcement dated 3 March
2016), pursuant to the acquisition by the Company's subsidiary
Mercator Gold Australia Pty Ltd of 100% ownership of the Avoca and
Bailieston gold projects in Victoria, Australia.
b) 110,185,512 Ordinary Shares at a price of 0.00635 pence per
share in settlement of unpaid salary and consulting fees due to a
former employee and certain former consultants.
c) 316,010,093 Ordinary Shares at a price of 0.00635 pence per
share in settlement of US$26,663 of fees due to Cosme Maria Beccar
Varela, who provides legal and administrative services in relation
to the Company's activities in Argentina. These fees are for
services provided in 2014, 2015 and 2016.
d) 1,574,803,150 Ordinary Shares at a price of 0.00635 pence per
share in settlement of GBP100,000 in unpaid salary due to Stephen
Clayson, a former director and the former CEO of the Company. This
amount is legally due to Mr Clayson, and arises from unpaid salary
accrued during 2014 and 2015. The amount was included in the
Company's 2015 audited financial statements and has been reported
to HMRC.
Items c) and d) constitute related party transactions under the
AIM Rules for Companies, by virtue of Stephen Clayson having been a
director of ECR within the preceding twelve months, and by virtue
of Cosme Maria Beccar Varela being a director of Ochre Mining SA, a
subsidiary of ECR. The current directors of ECR consider, having
consulted with Cairn Financial Advisers LLP, the Company's
nominated adviser, that the terms of these related party
transactions are fair and reasonable insofar as ECR shareholders
are concerned.
Settlement of the items above will substantially reduce ECR's
outstanding liabilities, and settlement of these items in Ordinary
Shares rather than cash enables the Company to preserve working
capital for other purposes.
Admission of Subscription Shares to AIM
Pursuant to this announcement, application has been made for a
total of 2,415,537,133 Ordinary Shares ("New Ordinary Shares") to
be admitted to trading on AIM ("Admission"), which is expected to
occur on or around 20 September 2016. Following Admission of the
New Ordinary Shares and the Subscription Shares (as such term is
defined in the Company's announcement of 6 September 2016), ECR's
issued ordinary share capital will comprise 25,845,287,953 Ordinary
Shares. This number represents 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 and Transparency Rules. The new Ordinary Shares will
rank pari passu in all respects with the Ordinary Shares of the
Company currently traded on AIM.
Following Admission, and the admission to trading on AIM of the
Subscription Shares referred to in the Company's announcement dated
6 September 2016, Stephen Clayson will be beneficially interested
in 1,642,426,928 Ordinary Shares, equating to approximately 6.35%
of the Company's issued Ordinary Share capital.
Market Abuse Regulations (EU) No. 596/2014
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
ABOUT ECR
ECR is a mineral exploration and development company. ECR's
wholly owned Australian subsidiary Mercator Gold Australia has
acquired 100% ownership of the Avoca and Bailieston gold projects
in Victoria, Australia. ECR has earned a 25% interest in the
Danglay epithermal gold project, an advanced exploration project
located in a prolific gold and copper mining district in the north
of the Philippines. An NI43-101 technical report was completed in
respect of the Danglay project in December 2015, and is available
for download from ECR's website.
ECR's wholly owned subsidiary Ochre Mining has a 100% interest
in the SLM gold project in La Rioja, Argentina. Exploration at SLM
has focused on identifying small tonnage mesothermal gold deposits
which may be suitable for relatively near term production.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals plc Tel: +44 (0)20 7929 1010
William (Bill) Howell, Non-Executive Chairman
Craig Brown, Director & CEO
Richard (Dick) Watts, Non-Executive
Technical Director
Email: info@ecrminerals.com
Website: www.ecrminerals.com
Cairn Financial Advisers LLP Tel: +44 (0)20 7148 7900
Nominated Adviser
Emma Earl / Jo Turner
Optiva Securities Ltd Tel: +44 (0)203 137 1902
Joint Broker
Christian Dennis
Vicarage Capital Ltd Tel: +44 (0)20 3651 2910
Joint Broker
Rupert Williams / Jeremy Woodgate
Blytheweigh Tel: +44 (0)20 7138 3204
Public Relations
Tim Blythe / Camilla Horsfall
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.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20160914005924/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
September 14, 2016 11:27 ET (15:27 GMT)
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