ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
US OTC: MTGDY
LONDON: 5 AUGUST 2013
ECR Minerals plc announces that further to its announcements of 19 and 30 July 2013, the extraordinary meeting of holders of ECR convertible loan notes (the “Loan Notes”) held today has passed the resolution necessary for the Company to proceed with the redemption of the Loan Notes on the terms previously announced and summarised below.
The redemption by the Company of all the outstanding Loan Notes (total principal amount £785,000), will occur immediately on the following basis.
- 50% of the principal amount of the Loan Notes to be redeemed in cash, which entails the payment to Loan Note holders, pro rata, of a total of £392,500
- 50% of the principal amount to be redeemed by the issue to Loan Note holders, pro rata, of a total of 392,500,000 new ordinary shares of the Company at a price of 0.1p each (“Redemption Shares”); Loan Note holders will be prohibited from selling any Redemption Shares for a period of six months
- Accrued interest on the Loan Notes for the period from 1 May 2013 to the date of redemption is to be settled by the issue to Loan Note holders, pro rata, of a total of 21,076,710 new ordinary shares of ECR (the “Interest Shares”) at a price of 0.1p each; the Interest Shares are not to be subject to any sale restrictions
- For each Redemption Share, Loan Note holders are to receive one share purchase warrant which shall be exercisable to acquire one ordinary share of ECR at a price of 0.2p (the “Warrants”)
- The 392,500,000 Warrants shall be valid for 5 years and exercisable at any time
- If the mid-market share price of ECR exceeds 0.25p for 10 consecutive trading days during the life of the Warrants then they must be exercised within 7 business days of Warrant holders being notified of that fact by the Company, or else will expire
Stephen Clayson, Chief Executive Officer of ECR, commented:
“I am pleased to report that the redemption of the Loan Notes has been approved by the holders and will occur immediately. This will extinguish the vast majority of the Company’s debt. We would like to thank Loan Note holders for their unanimous support at today’s meeting and for their evident confidence in ECR and its future.”
Pursuant to this announcement, application has been made for a total of 413,576,710 ordinary shares representing the Redemption Shares and the Interest Shares to be admitted to trading on AIM. Admission to AIM is expected to occur on 9 August 2013. Following admission, the Company’s issued ordinary share capital will consist of 2,586,336,461 ordinary shares. The new ordinary shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.
The total of 2,586,336,461 ordinary shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
ABOUT ECR MINERALS PLC
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. The Itogon project 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.
The Company also has 100% ownership of the Sierra de las Minas gold project in La Rioja Province, Argentina; and 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
|ECR Minerals plc|
|Paul Johnson, Non-Executive Chairman||Tel:||+44 (0)20 7929 1010|
|Stephen Clayson, Director & Chief Executive Officer|
|Daniel Stewart & Company plc|
|David Hart/Antony Legge||Tel:||+44 (0)20 7776 6550|
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.