ECR Minerals Regulatory News (ECR)

6 Sep 2016 07:00

AIM: ECRUS OTC: MTGDY

ECR MINERALS plc(“ECR” or the “Company”)

SUBSCRIPTION FOR SHARES

ISSUE OF EQUITY AND GRANT OF WARRANTS

APPOINTMENT OF JOINT BROKER

LONDON: 6 SEPTEMBER 2016 - The directors of ECR Minerals plc (the “Board”) are pleased to announce that it has raised gross proceeds of £500,000 by way of a subscription (the “Subscription”) for 10,000,000,000 new ordinary shares in the Company of 0.001 pence (the “Subscription Shares”) at a price of 0.005 pence each.

The net proceeds of the Subscription of £475,000, which is only conditional on admission of the Subscription Shares to trading on AIM, will be used for future general working capital purposes, to support the ongoing activities of the Company in Australia and to look at new opportunities.

The current cash in the Company prior to receipt of the proceeds in the placing will be used to repay existing trade creditors and repay in full all amounts owed by the Company under the convertible loan facility (the “Facility”) in place with YA II PN Ltd (formerly known as YA Global Master SPV Ltd), an investment fund managed by Yorkville Advisors Global LP.

Optiva Securities Ltd (“Optiva”) acted for the Company in the Placing. Optiva has been appointed joint broker to the Company with immediate effect.

Craig Brown, Chief Executive Officer of ECR, commented:

“The Subscription, which was over-subscribed by 15%, is an encouraging vote of confidence in ECR’s future. This will enable the Board to use its technical strengths and expertise to maximise the value of the Company’s existing assets whilst evaluating further new business opportunities.”

Admission of Subscription Shares to AIM

Pursuant to the Subscription, application has been made for the Subscription Shares to be admitted to trading on AIM. This is expected to occur on or around 20 September 2016. Following admission of the Subscription Shares and the new ordinary shares issued pursuant to the loan conversion which was announced on 2 September 2016, ECR’s issued ordinary share capital will comprise 23,429,750,820 ordinary shares of 0.001 pence. This number represents the total voting rights in the Company and 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 Subscription Shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.

Grant of Warrants

Under the terms of the appointment of Optiva as joint broker to ECR, the Company has agreed to grant to Optiva the following warrants.

a) 400,000,000 warrants exercisable at 0.005 pence, exercisable immediately;

b) a further 500,000,000 warrants exercisable at 0.005 pence, vesting on completion of the Subscription;

c) 200,000,000 warrants exercisable at 0.01 pence, vesting if the ECR share price trades above 0.01 pence for twenty consecutive trading days;

d) a further 133,333,333 warrants exercisable at 0.015 pence, vesting if the ECR share price trades above 0.015 pence for twenty consecutive trading days.

Each warrant will entitle Optiva to subscribe for one ordinary share of 0.001 pence at the specified exercise price and will be exercisable for three years.

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:

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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