ECR Minerals Regulatory News (ECR)

31 Mar 2017 15:30

AIM: ECR

US OTC: MTGDY

ECR MINERALS plc

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

SUBSCRIPTION UPDATE

LONDON: 31 MARCH 2017 – Further to the announcement dated 27 February 2017 in respect of the Subscription to raise gross proceeds of £553,564 (“Subscription Announcement”), the directors of ECR Minerals plc (the “Directors”) announce that on [31 March] 2017 they entered into an amendment to the Subscription Agreement with Shenyang Xinliaoan Machinery Co Ltd (the “Amendment Agreement”) as further detailed below.

Capitalised terms used, but not otherwise defined in this announcement shall have the same meanings as set out in the Subscription Announcement.

Pursuant to the Subscription Agreement the Gross Proceeds (less the Deposit of £100,000 which has already been received by the Company) of the Subscription were due to be received by the Company by 31 March 2017, however, whilst the Investor has received an Overseas Investment Permit from the Provincial Bureau of Commerce in respect of remittance to the Company of the balance of the Subscription, this remains subject to foreign exchange control restrictions. Accordingly, the Company has agreed to extend the Receipt Date to 30 April 2017 and the Investor has agreed to pay the Company a further non-refundable deposit of £50,000 (“Further Deposit Amount”), bringing the total non-refundable deposit to £150,000 in aggregate (the “Total Deposit Amount”). The Investor is required to remit the Further Deposit Amount to the Company by 7 April 2017.

In the event that the Further Deposit Amount is not received by the Company by 7 April 2017, the Company may elect to convert the £100,000 Deposit into Ordinary Shares of the Company at a price of 2 pence per share.

In the event that the balance of the Gross Proceeds is remitted to the Company by 30 April 2017, the Total Deposit Amount will be treated as a payment on account and will be deducted from the Gross Proceeds to be received by the Company. In the event that the Gross Proceeds (less the Total Deposit Amount received) are not received by 30 April 2017, the amount of the Total Deposit Amount received by that date (less any of the Total Deposit Amount already converted into Ordinary Shares) will be converted into ordinary shares in the Company at a price of 2 pence per share (to be issued to the Investor (the “Deposit Shares”) and ECR, at its election, may either terminate the Subscription Agreement or further extend the Receipt Date (“Further Extension”). In the event of a Further Extension, the Investor will be required to transmit the full amount of the Gross Proceeds (i.e. the Total Deposit Amount will not be treated as an advance) to the Company in order to complete the Subscription. The Deposit Shares will not be subject to any lock-up arrangements.

Unless otherwise stated above, the key terms of the Subscription remain as set out in the Subscription Announcement.

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, and has since been granted the Timor tenement. 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.

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:

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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