ECR Minerals Regulatory News (ECR)

15 May 2017 11:10

AIM: ECR

US OTC: MTGDY

ECR MINERALS plc

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

SUBSCRIPTION UPDATE

LONDON: 15 MAY 2017 – Further to the announcements dated 27 February 2017, 31 March 2017, 10 April 2017 and 2 May 2017 in respect of the Subscription to raise gross proceeds of £553,564 (“Subscription Announcements”), the directors of ECR Minerals plc (the “Directors”) announce that on 14 May 2017 the Company entered into a third amendment to the Subscription Agreement with Shenyang Xinliaoan Machinery Co Ltd, as detailed below.

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

Pursuant to the Subscription Agreement and second amendment thereto, the Gross Proceeds (less the non-refundable Deposit of £200,000 which has already been received by the Company) of the Subscription were due to be received by the Company by 16 May 2017. The Company is pleased to have been advised that the Investor has now received permission under the Chinese foreign exchange regime to remit the Gross Proceeds to the Company, having already received an Overseas Investment Permit from the Provincial Bureau of Commerce. However, some additional administrative steps need to be taken, including opening of a new bank account by the Investor, before the Investor can complete the remittance. This additional process is likely to cause a further short delay to completion of the Subscription beyond 16 May 2017

In view of the good faith shown by the Investor to date, ECR has not exercised its rights to convert the £200,000 Deposit into Ordinary Shares of the Company or to terminate the Subscription Agreement. Instead, the Company has agreed to extend the Receipt Date to 31 May 2017 and the Investor has arranged for a further non-refundable deposit of £50,000 to be paid to the Company (“Further Deposit Amount”), bringing the total non-refundable deposit to £250,000 in aggregate (the “Total Deposit Amount”). The Further Deposit Amount is required to be remitted to the Company by 22 May 2017.

The Investor has also agreed to contribute £10,000 to the Company’s legal and other costs and expenses incurred in conjunction with the amendments to the Subscription Agreement, with such sum to be sent to the Company no later than 22 May 2017.

In the event that the Further Deposit Amount is not received by the Company by 22 May 2017, the £200,000 Deposit will be converted (unless otherwise agreed by ECR) into Ordinary Shares at a price of 2 pence per share and ECR, at its election, may either terminate the Subscription Agreement or further extend the date by which the Investor is required to transfer the Further Deposit Amount.

In the event that the balance of the Gross Proceeds is remitted to the Company by 31 May 2017, the Total Deposit Amount (less any amount already converted into Ordinary Shares pursuant to the foregoing paragraph) 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 balance of the Gross Proceeds is not received by 31 May 2017, the Total Deposit Amount (less any amount already converted into Ordinary Shares) will be converted (unless otherwise agreed by ECR) into Ordinary Shares at a price of 2 pence per share to be issued to the Investor 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, if the Total Deposit Amount has been converted to Ordinary Shares (the “Deposit Shares”), the Investor will be required to remit 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 dated 27 February 2017.

ABOUT ECR

ECR is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia has 100% ownership of the Avoca, Bailieston and Timor 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.

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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