ECR Minerals Regulatory News (ECR)

3 Feb 2014 07:00

LONDON: 3 FEBRUARY 2014

ECR Minerals plc advises that further to the news release of THEMAC Resources Group Ltd (“THEMAC”) dated 31 January 2014, at the adjourned general meeting of THEMAC held on 17 January 2014 the Company voted its entire shareholding against a resolution (the “Resolution”) that sought, inter alia, to approve certain security arrangements in favour of Tulla Resources Pty Ltd (“Tulla”), which has extended a loan to THEMAC.

The Company voted its entire shareholding in favour of all resolutions put to the general meeting prior to the adjournment on 19 December 2013. According to a circular (the “Circular) released by THEMAC prior to that date and downloadable from the Canadian securities database SEDAR.com, the principal amount of the loan from Tulla to THEMAC at 5 November 2013 was CAD 30,903,995. The total amount repayable pursuant to the loan totalled CAD 37,519,785 at 30 September 2013, according to THEMAC’s most recent financial statements released on 21 November 2013.

The Circular also stated that Tulla, a private company, is THEMAC’s majority shareholder, and that Kevin Maloney, the Chairman of THEMAC, is Tulla’s Executive Chairman.

The ECR board of directors deemed it in the interests of the Company to oppose the Resolution, which, as disclosed in the THEMAC news release dated 31 January 2014, was not passed. As described in the Circular, shares of THEMAC held or controlled directly or indirectly by Kevin Maloney (including shares held in the name of Marley Holdings Pty Ltd), by the Chief Executive Officer of THEMAC Andrew Maloney and by Tulla were excluded from voting on the Resolution.

ECR owns approximately 15% of the issued share capital of THEMAC and has a fully diluted interest in THEMAC’s share capital of approximately 16%. THEMAC is listed on the TSX Venture Exchange with the code MAC. The full text of the THEMAC news release dated 31 January 2014 is provided below.

The policy of ECR with regard to its investment in THEMAC remains to dispose of the investment when an opportunity to do so at an attractive value is available. The investment is kept under review in light of factors including the Company’s financial circumstances, the financial circumstances of THEMAC, the parameters of THEMAC’s Copper Flat project and financial market conditions in the mineral sector generally. Variations of these and other factors will affect what is deemed to be an attractive value for any disposal.

- Beginning of THEMAC release -

THEMAC Announces Debt Settlement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 31, 2014) - THEMAC Resources Group Limited (TSX VENTURE: MAC) ("THEMAC" or the "Company") wishes to announce that the Directors of the Company have agreed to reduce outstanding directors' fees of $107,280 by issuing 1,192,000 common shares of the Company at a price of $0.09 per common share.

The settlement reflects the maximum allowable shares issuable for the directors' fees. The Directors are cognizant of the need to direct available funds to the development of the Copper Flat project and completion of the Definitive Feasibility Study.

The transaction is subject to regulatory approvals. The shares issued will have a hold period of four months from the date of distribution in compliance with TSX Venture Exchange policies and applicable securities law.

The Company further announces that the motion to grant Tulla Resources Group Pty Ltd. security for its loan over the Company’s Copper Flat property was not approved by shareholders. The Company will continue to seek opportunities for financing and capital growth.

About THEMAC Resources Group Limited

THEMAC is a copper development company with a strong management team which acquired the Copper Flat copper-molybdenum-gold-silver project in New Mexico, USA in May 2011. The Company is committed to bringing the closed copper mine, Copper Flat, in Sierra County, New Mexico back into production with innovation and a sustainable approach to mining development and production, local economic opportunities and the best reclamation practices for our unique environment. The Company is listed on the TSX Venture Exchange (ticker: MAC) and has issued share capital of 75,300,122 common shares (fully diluted share capital 132,537,779).

For more information please visit www.themacresourcesgroup.com or review the Company's filings on SEDAR (www.sedar.com).

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

- End of THEMAC release -

ABOUT ECR

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. Itogon is an advanced exploration project located in a gold and copper mining district on the island of Luzon in the north of the Philippines, and benefits from an extensive historical dataset.

ECR has a 100% interest in the Sierra de las Minas gold project in La Rioja Province, Argentina, the exploration strategy for which is to delineate multiple high grade, low tonnage deposits suitable for advancement to production on a relatively low capital, near term basis.

ECR holds 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.

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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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