Strategic Financing, Business Update & New Joint Broker

Strategic Financing, Business Update & New Joint Broker

ECR Minerals plc

AIM: ECR

11 July 2018

ECR MINERALS plc

(“ECR Minerals”, “ECR” or the “Company”)

STRATEGIC FINANCING, BUSINESS UPDATE & NEW JOINT BROKER

ECR Minerals plc (LON:ECR) the precious metals exploration and development company is pleased to announce details of a strategic financing, business update for shareholders and appointment of a new broker.

Highlights:

• ECR Minerals has secured a strategic financing package, raising £650,000 through the issue of 92,857,143 new ordinary shares (“Financing shares”) at a price of 0.70p per share (the mid-price of ECR at the date/time the financing was commenced);
• Allowing for the existing cash at bank pre-financing and the funds raised today, ECR has sufficient working capital against current operational plans, until at least Q3 2019, with any warrant exercises further extending this cash runway;
• Funds raised will be used to expand ECR’s Australian operations, including an accelerated development programme at the Blue Moon target in Victoria region, where 39.5 metres of gold mineralisation was identified during the latest drilling campaign (as announced on 6 July 2018);
• In addition, the funds raised will enable ECR to consider additional opportunities in Australian gold and strategic metals, to complement existing interests;
• Each strategic financing share has a warrant attaching to subscribe for a further new ordinary share in ECR Minerals plc at a price of 1.125p within two years of the admission date of the above financing shares resulting in the issue of 92,857,143 warrants over new ordinary shares.
• However, should the 5 day volume weighted average share price (“VWAP”) of ECR exceed 5.0p (five pence) the Company will have the right to accelerate conversion of any outstanding warrants (see summary of terms set out below);

Should all warrants be converted (which cannot be guaranteed) this would generate approximately £1,045,000 before expenses for the Company;

• ECR will, as a condition precedent to the offer of financing, create a pool of 25m options (the “Options”) to be allocated amongst current & future directors, staff and key consultants. The options will carry an exercise price of 1.125p per new ordinary share and will be subject to the requirement that the volume weighted average price of ECR shares must exceed 1.75p for five consecutive trading days before the options become ratified and exercisable;
• SI Capital Limited, who arranged the financing, have been appointed as joint brokers to ECR with immediate effect. In lieu of fees, SI Capital will be awarded with 2.5million warrants to subscribe for 2.5m new ECR ordinary shares within the two year period following their appointment at a price of 1.5p per share.

Craig Brown, Chief Executive Officer of ECR Minerals plc, commented: “We are delighted to announce this strategic financing which considerably bolsters the Company’s working capital position and provides a significantly extended cash runway with which to implement our operational plans.

The gold mineralisation identified at Blue Moon and announced on Friday 6^th July 2018 is a priority target for ECR, and as such, the Company intends to pursue further work on this target immediately. Furthermore, the Company is aware of numerous opportunities to augment its Australian gold exploration portfolio, and the additional funds raised will enable ECR to review and crystallise those opportunities that could add considerable value for shareholders.

I look forward to updating shareholders as we implement our plans for the Company.”

FURTHER INFORMATION

STRATEGIC FINANCING

ECR has secured a strategic financing raising £650,000 through the issue of 92,857,143 new ordinary shares (“New Ordinary Shares”) at a price of 0.70p per share to support proactive development of its existing interests and to enable the Company to engage with new opportunities, principally in respect of Australian gold and strategic metal exploration.

Each strategic financing share has a warrant attaching to subscribe for a further new ordinary share in ECR Minerals plc at a price of 1.125p within two years of the admission date of the above financing shares. Should the 5 day VWAP of ECR exceed 5p, the Company will have the right but not the obligation to force the exercise of the remaining warrants by issuing a 7 day notice of accelerated exercise to warrant holders. Any warrants not exercised during the 7 day notice period would lapse.

MANAGEMENT AND CONSULTANT OPTION POOL

The Company is to create a pool of an additional 25 million options at an exercise price equivalent to the financing warrant price or 1.125p per share.

It is proposed these options will vest immediately but will only become exercisable when the five consecutive trading day volume weighted average ECR share price exceeds a 1.75p threshold.

It is the intention that the Options will be allocated amongst the current directors, any new directors, staff of ECR and key consultants.

Where applicable the Options will be structured under a tax efficient option scheme.

Further details will be provided in due course when the options are issued.

ADMISSION OF STRATEGIC FINANCING SHARES AND TOTAL VOTING RIGHTS

Admission of the New Ordinary Shares is expected to occur on or around 25 July 2018. Following Admission of the Financing Shares, ECR’s issued ordinary share capital will comprise 340,462,383 ordinary shares of 0.001 pence. This number will represent the total voting rights in the Company, and, following admission of both the placing and subscription shares, 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 shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.

APPOINTMENT OF NEW BROKER

SI Capital Limited, who arranged the financing, have been appointed as joint brokers to ECR with immediate effect. In lieu of fees, SI Capital will be awarded with 2.5million warrants to subscribe for 2.5m new ECR ordinary shares within the two year period following their appointment at a price of 1.5p per share.

COMPETENT PERSON STATEMENT

The information in this announcement that relates to Exploration Results is based on information compiled by Dr Rodney Boucher of Linex Pty Ltd. Linex Pty Ltd provides geological services to Mercator Gold Australia Pty Ltd, including the services of Dr Boucher, who has a PhD in geology, is a Member and RPGeo of the Australian Institute of Geoscientists and is a Member of the Australian Institute of Mining and Metallurgy. Dr Boucher has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Boucher consents to the inclusion in the announcement of the material based on his information in the form and context in which it appears.

ABOUT ECR MINERALS PLC

ECR is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia has 100% ownership of the Avoca, Bailieston, Creswick, Moormbool and Timor gold exploration licences in central 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 Argentine subsidiary Ochre Mining has 100% ownership of 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.

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.

FOR FURTHER INFORMATION, PLEASE CONTACT:

ECR Minerals plc		Tel: [phone]
David Tang, Non-Executive Chairman
Craig Brown, Director & CEO
Email: [e-mail]
Website: www.ecrminerals.com
WH Ireland Ltd		Tel: [phone]
Nominated Adviser
Katy Mitchell/James Sinclair-Ford
Optiva Securities Ltd		Tel: [phone]
Broker
Graeme Dickson
SI Capital Ltd		Tel: [phone]
Broker
Nick Emerson

FORWARD LOOKING STATEMENTS

This announcement may include forward looking statements. Such statements may be subject to numerous 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 because of new information, future events or for any other reason.

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