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ECR Minerals plc (ECR)


Wednesday 22 May, 2013

ECR Minerals plc



ECR Minerals plc

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



LONDON: 22 MAY 2013 - ECR Minerals plc is pleased to announce the placing (the “Placing”) of 400,000,000 new ordinary shares of 0.1p each at a placing price of 0.1p each (the “Placing Shares”) to raise £400,000 before expenses.

Additionally, the Company is issuing 157,473,000 new ordinary shares at a price of 0.1p to creditors of ECR to settle certain existing and future obligations of the Company (the “Conversion Shares”) totalling £157,473. Of these Conversion Shares, 114,904,000 new ordinary shares are being issued to YA Global Master SPV Ltd (“YA”) in settlement of repayments due to YA in May and June 2013 pursuant to the loan of US$1 million received from YA in August 2012.

Finally, the Company is issuing a total of 46,663,200 new ordinary shares at a price of 0.1p each to the directors of ECR in lieu of unpaid fees totalling £46,663.20 accrued since late 2012 (the “Director Shares”).

The Placing Shares, Conversion Shares and Director Shares together total 604,136,200 new ordinary shares, representing 35.07% of the Company’s enlarged ordinary share capital.

Stephen Clayson, Chief Executive Officer of ECR, commented:

“The proceeds of the Placing allow ECR to continue aggressively reshaping its business. Funding market conditions remain torridly difficult for junior mineral companies, and it is clear that any such company aiming to succeed must be creative in the way that it goes about sourcing and deploying capital. Accordingly, the Company hopes to use the promising exploration opportunity provided by the Itogon gold-silver project in the Philippines and the scope for consolidation in the vicinity of the project to attract a strategic investor who will take a positive long term view on the potential for ECR to generate value for shareholders.

In the same vein, we are pleased to have commenced the process of realising cash from ECR’s interest in THEMAC. In the present financial environment THEMAC is a high risk investment, and we believe that the best course for ECR is to monetise some or all of its interest in THEMAC and use the proceeds to advance the Company’s other interests.”

Use of proceeds and immediate objectives of ECR

The net proceeds of the Placing will provide funding for ECR until 31 July 2013. Further funding is expected to be available to the Company through the sale of shares in THEMAC Resources Group Ltd (TSX-V: MAC) (“THEMAC”). The Company will also seek to obtain cash or tradeable securities as part of any transaction that may be agreed with respect to the Sierra de las Minas project in Argentina.

As of the close of trading on the TSX-V on 17 May 2013, ECR held approximately 18.5% of THEMAC’s issued share capital, and this holding had a value of around C$1.68 million based on the mid market closing price of THEMAC shares on that date of C$0.1225. The Company also holds 10.5 million share purchase warrants of THEMAC exercisable at C$0.28 per share until 4 March 2016, giving ECR a fully diluted interest in the share capital of THEMAC of approximately 18.5% as of the close of trading on the TSX-V on 17 May 2013.

Whilst there can be no certainty as to the future liquidity of THEMAC shares, or as to the price at which any sales may be achieved, ECR has already completed some sales of THEMAC shares.

Upon completion of the Placing, the Company’s immediate objectives are to:

  • Complete due diligence on the Itogon gold-silver project in the Philippines and liaise with the authorities there with regard to renewal of the exploration permit pertaining to the project for a second two year term; the renewal should add significant value to ECR’s rights in relation to Itogon, which are described in detail in the Company’s announcement of 29 April 2013
  • Evaluate area consolidation opportunities in the context of the Itogon project and seek to attract a strategic investor
  • Procure a purchaser or joint venture partner for the Company’s 100% owned Sierra de las Minas gold project in Argentina
  • Liaise with the administrators of the Company’s Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) with a view to seeing the administration process concluded, paving the way for a transaction to take advantage of MGA’s tax losses
  • Continue to monetise the Company’s THEMAC stake

Directors’ Holdings

Following the receipt by the directors of the Director Shares, their respective interests in the Company will be as set out in the table below:



  Director Shares   Price  



% of

Paul Johnson   10,087,500   16,360,310   0.1p   26,447,810   1.54
Stephen Clayson   182,000   17,052,890   0.1p   17,234,890   1.00
Richard Watts   -   13,250,000   0.1p   13,250,000   0.77

Pursuant to this announcement, application has been made for the Placing Shares, Conversion Shares and Director Shares, totalling 604,136,200 new ordinary shares, to be admitted to trading on AIM. Dealings are expected to commence on 28 May 2013. Following admission, the Company’s issued ordinary share capital will consist of 1,722,759,751 ordinary shares. The new ordinary shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM. The total of 1,722,759,751 ordinary shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.


ECR is a mineral development company with, among other interests, the right to earn a 50% interest in the Itogon gold-silver project in the Philippines; 100% ownership of the Sierra de las Minas gold project in La Rioja Province, Argentina; and a substantial minority stake in THEMAC Resources Group Ltd (TSX-V: MAC), which is focused on the development of the Copper Flat copper-molybdenum-gold-silver porphyry project in New Mexico, USA.


ECR Minerals plc   Tel: +44 (0)20 7929 1010
Paul Johnson, Non-Executive Chairman
Stephen Clayson, Director & Chief Executive Officer

Email: [email protected]


Daniel Stewart & Company plc Tel: +44 (0)20 7776 6550
David Hart/Antony Legge

a d v e r t i s e m e n t