Acquisition of Avoca and Bailieston Gold Projects by Mercator Gold
Australia
ECR Minerals plc
ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
AIM: ECR
US OTC: MTGDY
ACQUISITION OF AVOCA AND BAILIESTON GOLD PROJECTS
BY MERCATOR GOLD AUSTRALIA
LONDON: 3 MARCH 2016 - The directors of ECR Minerals plc (the
“Directors”) are pleased to announce that the Company’s wholly owned
Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has
entered into a deed of assignment and assumption (the “Deed”) with
Currawong Resources Pty Ltd (“Currawong”) for the acquisition by MGA of
100% ownership of the Avoca and Bailieston gold projects (the
“Projects”) located in Victoria, Australia.
HIGHLIGHTS
* Currawong has identified significant exploration potential for
mesothermal quartz vein hosted gold and related placer-style ‘deep lead’
gold mineralisation at Avoca, and epithermal ‘Carlin’ style disseminated
or sheeted vein hosted gold mineralisation at Bailieston
* An opportunity exists to generate relatively near term revenue from
reprocessing of historical mine dumps at the Avoca project (subject to
confirmation as described below)
* A JORC Code-compliant technical report in relation to the Projects is
being prepared by Snowden Mining Industry Consultants, and is expected
to be published by ECR during March 2016 (the “Report”)
* The consideration for the acquisition comprises up to AUD 250,000 in
ECR shares (based on certain milestones described below), and a net
profits interest royalty of 20% in respect of mine dumps and 10% in
respect of other deposits (royalty capped at AUD 3.5M)
* The acquisition remains conditional on the necessary Victorian
government authorisations and registration of the transfer the Projects
to MGA
The Projects comprise two exploration licences issued by the state
government of Victoria: EL5387 (Avoca project), granted on 25 January
2012 and expiring on 24 January 2017, currently covering 115 graticular
sections; and EL5433 (Bailieston project) granted on 28 March 2013 and
expiring on 27 March 2018, currently covering 79 graticular sections. A
graticular section occupies 1” by 1” of arc (around 2.5km by 2.5km,
dependent on latitude).
The Avoca and Bailieston projects are located approximately 183km west
northwest and 150km north, respectively, of the Victorian state capital
Melbourne, with good road access. The Projects are located geologically
within the major orogenic Lachlan Fold Belt (LFB). The LFB is subdivided
into zones, based on distinct geological and metallurgical
characteristics, with the Avoca project lying to the west, within the
Stawell Zone, and the Bailieston Project lying to the east, within the
Melbourne Zone.
AVOCA PROJECT
The Avoca project is centred on mesothermal quartz vein hosted gold and
related placer-style ‘deep lead’ gold mineralisation. There is a
considerable local history of mining both kinds of deposit. The term
‘deep lead’ refers to buried auriferous river bed deposits.
Currawong has also identified an opportunity to reprocess a number of
historical mine dumps located within EL5387 to recover gold, with
potential for the sale of by-products (gravel and sand) as construction
material. On the basis of this concept, Currawong has conducted
preliminary economic studies in relation to certain historical dumps at
Avoca, reprocessing of which may have the potential to generate
relatively near term revenue (12-24 months from today) with relatively
low capital costs (less than AUD 1M).
The aforementioned timescale and capital cost estimate are subject to
confirmation, but are derived from the results of prior studies by
Currawong. These studies are preliminary, and further work will be
required to provide conclusive results. Currawong has estimated mineral
resources in respect of a number of dumps located up to 1km apart. As
yet, these resources do not comply with any Standard, as that term is
defined by the AIM Note for Mining and Oil & Gas Companies, and are
therefore not being disclosed. An update will be provided following
finalisation of the Report.
BAILIESTON PROJECT
The Bailieston project is centred on epithermal ‘Carlin’ style
disseminated or sheeted vein hosted gold mineralisation at Bailieston.
This concept is premised on the exploitation of such a deposit
immediately to the north of EL5433 by Perseverance Corporation in the
mid-1990s, and geological evidence that the structure which hosts this
deposit is repeated within the Bailieston project area.
The Fosterville gold mine, owned by Newmarket Gold (TSX: NMI), is
located some 20km to the west of the Bailieston project, and is
currently the largest producing gold mine in Victoria, which as a state
has a rich and varied gold mining history going back to the nineteenth
century. The Fosterville gold mine recently celebrated the production of
its one millionth ounce of gold. The Costerfield gold-antimony mine,
owned by Mandalay Resources (TSX: MND), is located some 30km southwest
of the Bailieston project. The Directors are of the view that these
successful modern operations indicate that Victoria is a workable
jurisdiction for large scale mineral development.
STRATEGY OF MGA FOR THE PROJECTS
Currawong, and its parent company Flitegold Pty Ltd, have carried out
significant early stage exploration in relation to the Projects,
including: soil and rock chip sampling at Bailieston; and augur sampling
of historical mine dumps, ground penetrating radar surveys, preliminary
development studies and limited drilling at Avoca.
The Directors are still in the process of assessing available data in
relation to the Projects, including historical exploration results and
production records, and the results of exploration and evaluation to
date by Currawong, and will use this data to determine appropriate work
programmes for MGA to further assess the potential of the Projects.
However, it is likely that continued studies in relation to the
reprocessing of historical mine dumps at the Avoca project will be an
immediate priority, given the possibility that such an operation would
be capable of generating revenue in the relatively near term and with
relatively low capital costs. MGA is expected to have a significant
economic advantage in such an activity, on the basis of its estimated
tax losses of approximately AUD 66M as at 30 June 2015, which may be
available, subject to certain conditions (as described in the Company’s
announcement of 4 December 2015), to reduce MGA’s future taxable profits.
Additional licences and permits would be required to commence
reprocessing of the dumps. If warranted, these will be applied for by
MGA in due course. Application for renewal of the exploration licences
currently pertaining to the Projects is permitted under Victorian mining
law, and such applications, if warranted, would be made by MGA prior to
expiry of EL5387 and/or EL5433.
Snowden Mining Industry Consultants has been asked to produce a JORC
Code-compliant technical report regarding the Projects for MGA. This
Report will provide a summary of all material scientific and technical
information in respect of the Projects as of the effective date of the
Report, and is expected to be available during March 2016.
The Report will include Exploration Targets, as defined by the JORC
Code, for each project. The JORC Code defines an Exploration Target as:
“…a statement or estimate of the exploration potential of a mineral
deposit in a defined geological setting where the statement or estimate,
quoted as a range of tonnes and a range of grade (or quality), relates
to mineralisation for which there has been insufficient exploration to
estimate a Mineral Resource.”
The principal elements of the Report will be announced by ECR and the
full Report will be made available on the Company’s website (www.ecrminerals.com).
CONSIDERATION FOR THE ACQUISITION AND OTHER TERMS OF THE DEED
Under the Deed, Currawong has agreed to assign all of its legal and
beneficial right, title and interest in the Projects to MGA, conditional
on the granting of all government authorisations required for the
assignment of the Projects to MGA to be effective and the transfer of
the Projects to MGA being registered with the Victorian government. If
this condition is not met within 180 days of the execution date of the
Deed, MGA may terminate the Deed (“Termination”). A further announcement
will be made when these conditions have been satisfied or in the event
of Termination.
In respect of future production from the Projects (if any), Currawong
will be paid a net profits interest royalty of 20% in respect of mine
dumps and 10% in respect of other deposits. These royalty rates will
also apply to further licences (if any) acquired by MGA within a 10km
distance of the current boundaries of the Projects. The total royalty
payable to Currawong is capped at AUD 3.5M. The royalty would be payable
quarterly and calculated based on MGA’s gross revenue received from the
Projects minus allowable deductions and adjustments.
In addition, Currawong will receive up to AUD 250,000 worth of fully
paid ordinary shares of ECR (“Ordinary Shares”) on the following basis
(together, the “Consideration Shares”):
i) AUD 50,000 worth of Ordinary Shares due on execution of the Deed (the
“Initial Consideration Shares”);
ii) A further AUD 50,000 worth of Ordinary Shares due six months from
execution of the Deed;
iii) A further AUD 50,000 worth of Ordinary Shares due on commercial
production being established from either of the Projects;
iv) A further AUD 50,000 worth of Ordinary Shares due six months from
such commercial production being established;
v) A further AUD 50,000 worth of Ordinary Shares due twelve months from
such commercial production being established.
Ordinary Shares due to Currawong are to be issued within fourteen London
business days of the due date. The value of such Ordinary Shares is to
be based on the average mid-market closing price of the Ordinary Shares
over the twenty London business days immediately preceding the due date.
The Initial Consideration Shares are now due and are expected to be
issued and allotted shortly. For the avoidance of doubt, the remaining
Consideration Shares would not be issued in the event of Termination.
Effect on Metal Tiger Agreement
The acquisition of the Projects by MGA is unrelated to the agreement
between the Company, MGA and Metal Tiger plc which was announced by the
Company on 22 January 2016. Accordingly, Metal Tiger plc is not entitled
to any payment in relation to the acquisition of the Projects. The
agreement with Metal Tiger plc remains in force for the time being, and
MGA will continue to evaluate opportunities in Australia, in addition to
the Projects, as they arise.
Review of Announcement by Qualified Person
This announcement has been reviewed by William (Bill) Howell BSc (Hons),
FAusIMM, FSEG, ECR’s Non-Executive Chairman. Mr Howell is a geologist
with 49 years of experience in the minerals industry, and is a Qualified
Person as that term is defined by the AIM Note for Mining, Oil and Gas
Companies.
ABOUT ECR
ECR is a mineral exploration and development company with the right to
earn a 50% interest in the Danglay epithermal gold project in the
Philippines. Danglay is 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 Province, Argentina. Exploration at SLM has
focused on identifying small tonnage mesothermal gold deposits which may
be suitable for relatively near term production.
ECR’s wholly owned Australian subsidiary Mercator Gold Australia (MGA)
has agreed to acquire 100% ownership of the Avoca and Bailieston gold
projects in Victoria, Australia. Mercator Gold Australia is estimated to
have tax losses of approximately AUD 66M as at 30 June 2015, which may
be available, subject to certain conditions (as described in ECR’s
announcement dated 4 December 2015), to reduce MGA’s future taxable
profits. This is considered particularly significant in view of an
opportunity which may exist at Avoca to establish relatively near term
gold production from the reprocessing of historical mine dumps, with the
potential for sale of gravel and sand by-products.
FOR FURTHER INFORMATION PLEASE CONTACT:
ECR Minerals plc
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Tel: +44 (0)20 7929 1010
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William (Bill) Howell, Non-Executive Chairman
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Stephen Clayson, Director & CEO
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Richard (Dick) Watts, Technical Director
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Email: [email protected]
Website: www.ecrminerals.com
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Cairn Financial Advisers LLP
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Tel: +44 (0)20 7148 7900
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Nominated Adviser
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Emma Earl / Jo Turner
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Vicarage Capital Ltd
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Tel: +44 (0)20 3651 2910
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Broker
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Rupert Williams / Jeremy Woodgate
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Blytheweigh
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Tel: +44 (0)20 7138 3204
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Public Relations
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Tim Blythe / Camilla Horsfall
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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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