TIDMECR
AIM: ECRUS OTC: MTGDY
ECR MINERALS plc("ECR Minerals", "ECR" or the "Company")
COMPLETION OF SUBSCRIPTION
LONDON: 6 JUNE 2017 - The directors of ECR Minerals plc (the
"Directors") are pleased to announce that ECR has completed the
subscription with Shenyang Xinliaoan Machinery Co Ltd ("Shenyang")
raising gross proceeds of GBP553,564 from the issue of 55,356,391
ordinary shares at a price of 1 pence per share. On admission of
the subscription shares to trading on AIM ("Admission"), Shenyang
will receive warrants over 83,034,586 new ordinary shares in total.
Of these warrants, which are valid for five years, 55,356,391
warrants are exercisable at a price of 2 pence per share and
27,678,195 warrants have an exercise price of 5 pence per
share.
HIGHLIGHTS
-- Shenyang will have a 22.4% shareholding in ECR (Following of the issue
of Placing Shares as defined below). The shares will be subject
to a
12-month lock-up.
-- The subscription proceeds will be used for exploration at ECR's
existing gold projects, for evaluation of new opportunities, and
for
working capital.
-- Drilling in the Byron area at ECR's Bailieston gold project in
Victoria, Australia is expected to commence in the coming
weeks.
Craig Brown, CEO of ECR, commented:
"We see Shenyang as long-term, cornerstone investors in ECR, and
the 12-month lock-up in place on the subscription shares indicates
that Shenyang share this view. From this strong position, we look
forward to developing ECR's asset base and adding value for
shareholders.
To that end, we expect to start drilling at ECR's Bailieston
project in Victoria later this month, and the Directors believe the
recent run of high grade drilling results from the million-ounce
Fosterville gold mine located 30km away should contribute to a high
level of market interest in the results from Bailieston."
Admission of Placing Shares to Trading on AIM
Admission is expected to occur on or around 12 June 2017.
Following Admission of the subscription shares, and the admission
to trading on AIM on or around 16 June 2017 of placing shares
pursuant to the Company's announcement dated 2 June 2017 ("Placing
Shares"), ECR's issued ordinary share capital will comprise
247,605,240 ordinary shares of 0.001 pence. This number will
represent the total voting rights in the Company, and, following
admission of both the placing and subscription shares, 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 new shares will rank pari passu in all respects with the
ordinary shares of the Company currently traded on AIM.
Lock-Up Arrangements
The Shenyang subscription shares will be subject to a lock-up
for a period of 12 months following the date of Admission. The
lock-up arrangements will be subject to standard carve outs in
relation to, inter alia, transfer of the shares to a nominee
account; and accepting (or making an irrevocable commitment in
connection with) a general offer made to all shareholders under the
City Code on Takeovers and Mergers.
Director Appointment Rights and Pre-Emption Rights
Pursuant to completion of the subscription, Shenyang is able to
recommend up to two directors to be appointed to the board of the
Company. ECR will make further announcements in due course as and
when any board appointments are made.
Shenyang will, from Admission, be granted certain pre-emption
rights for so long as Shenyang holds more than 20% of the issued
share capital of the Company.
Investor Relationship Agreement
The Company, Shenyang and its connected parties and Cairn
Financial Advisers LLP have entered into a relationship agreement,
pursuant to which Shenyang, in its capacity as a substantial
shareholder of ECR, has given various undertakings to the Company
to ensure that the relationship and any arrangements between
Shenyang, its associates and ECR remain on an arm's length basis
and are transacted on normal commercial terms. The relationship
agreement will remain in force for so long as Shenyang holds a
direct or indirect interest in at least 20% of the Company's issued
ordinary share capital.
Takeover Code Implications
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, interests in securities which (taken together with
securities in which he is already interested and in which persons
acting in concert with him are interested) carry 30% or more of the
voting rights of a company which is subject to the Takeover Code,
that person is normally required by the Takeover Panel to make a
general offer to all the remaining shareholders of that company to
acquire their shares. A waiver of Rule 9 of the Takeover Code is
not being sought in respect of the warrants to be issued to
Shenyang. Therefore, shareholders should note that exercise of the
warrants would be dependent on Shenyang's percentage holding in the
ordinary share capital of ECR reducing, or, Shenyang being required
to make an offer for the Company's entire issued share capital
pursuant to Rule 9 of the Takeover Code.
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:
ECR Minerals plc Tel: +44 (0)20 7929 1010
William (Bill) Howell, Non-Executive Chairman
Craig Brown, Director & CEO
Ivor Jones, Director & COO
Email: info@ecrminerals.com
Website: www.ecrminerals.com
Cairn Financial Advisers LLP Tel: +44 (0)20 7213 0880
Nominated Adviser
Emma Earl / Jo Turner
Optiva Securities Ltd Tel: +44 (0)203 137 1902
Joint Broker
Graeme Dickson
FlowComms Tel: +44 (0)7891 677 441
Investor Relations
Sasha Sethi
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.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20170605006323/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
June 06, 2017 02:00 ET (06:00 GMT)
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