AIM Rule 26

Financial Reports

Business Description

ECR is a mineral exploration and development company, incorporated in the UK.

ECR’s wholly owned Australian subsidiary Mercator Gold Australia (MGA) has agreed to acquire 100% ownership of the Avoca and Bailieston gold projects in Victoria, Australia. Mercator Gold Australia is estimated to have tax losses of approximately AUD 66M as at 30 June 2015, which may be available, subject to certain conditions (as described in ECR’s announcement dated 4 December 2014), to reduce MGA’s future taxable profits. This is considered particularly significant in view of an opportunity which may exist at Avoca to establish relatively near term gold production from the reprocessing of historical mine dumps, with the potential for sale of gravel and sand by-products.

ECR has the right to earn a 50% interest in the Danglay epithermal gold project in the Philippines. Danglay is 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 Province, Argentina. Exploration at SLM has focused on identifying small tonnage mesothermal gold deposits which may be suitable for relatively near term production.

 

ECR shares are listed on the AIM market of the London Stock Exchange with the symbol ECR.


 

Corporate Governance

The Company complies with the requirements of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance from time to time, to the extent the directors consider it appropriate given the Company’s size and nature.

The Company is subject to the UK City Code on  Takeovers and Mergers.

Directors & Committees

 

Link to to Directors & Management page

Audit Committee

The Audit Committee comprises David Tang and Craig Brown. It is chaired by David Tang.

Remuneration Committee

The Remuneration Committee comprises Christian Dennis and Craig Brown. It is chaired by Christian Dennis.

Responsibilities of Board of Directors

Role of the Board

The principal role of the board of directors of the Company (the "Board" or the "Directors") is to set the Company’s long-term strategy and direction, and to monitor the implementation thereof. The Board meets a minimum of four times a year and holds additional meetings when necessary. The Board receives reports for consideration on all strategic and operational matters of significance. 

The Board delegates certain of its responsibilities to the Audit and Remuneration Committees, which operate within defined terms of reference.

The Board comprises a non-executive chairman, a Chief Executive Officer and director, and a non-executive director. The Board considers this to be a suitable size and structure in view of the Group’s present activities and in view of the Company’s listing on AIM.

ECR is committed to high standards of corporate governance and the Board complies with those guidelines of the Quoted Companies Alliance as are commensurate with the size of the Company, the nature of its activities and its stage of development.

The Board as a whole reviews actual and potential conflicts of interest of any of its members and the steps taken to mitigate the effects thereof.

The Directors are responsible for the Company’s internal control systems. Whilst no system can give absolute assurance against material loss or misstatement, the Group’s processes are designed, within the confines of the limited number of personnel employed, to provide reasonable assurance that issues are identified and dealt with in a timely manner.

The Audit Committee comprises David Tang and Craig Brown. It meets when appropriate to assist the Board in meeting its responsibilities for external financial reporting and internal controls. It reviews the scope and results of the audit as well as the cost effectiveness, independence and objectivity of the auditors. 

The Remuneration Committee comprises Christian Dennis and Craig Brown and meets when appropriate to review and make recommendations on the remuneration arrangements including bonuses and options for the Company’s executive directors and senior staff, ensuring that it reflects their performance and that of the Group. The remuneration and terms of appointment of non-executive directors are set by the Board as a whole.

 

Financial Reporting

The Directors are responsible for preparing the Company's financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. The Directors have elected to prepare the most recent Group and Company financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union and, as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that the financial statements give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss for that period. In preparing the financial statements the Directors are required to:

 

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudentPrior approval of all capital expenditure;
  • state whether applicable IFRSs as adopted by the European Union have been followed subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to disclose with reasonable accuracy the financial position of the Company and the Group and enable the Directors to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.  Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

The Directors are responsible for the preparation of a half-yearly financial report under AIM Rule 18. Accordingly, the Company and the Group's most recent condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the European Union and implemented in the UK. The condensed interim financial statements do not include all of the information required for annual financial statements, and should be read in conjunction with the annual financial statements.  

Constitutional Documents

Share Capital & Shareholdings

Regulatory News

Admission Documents and Circulars

Advisers

Circulars

The information below is disclosed in accordance with AIM Rule 26 and was correct as at 1 September 2016.