ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
US OTC: MTGDY
LONDON: 22 JUNE 2015 - ECR Minerals plc announces that a notice of general meeting (the “General Meeting”) has today been posted to shareholders. The purpose of the General Meeting will be to consider certain ordinary and special resolutions (the “Resolutions”) which are intended to effect a reorganisation of ECR’s share capital (the “Reorganisation”).
The directors of ECR (the “Directors”) consider it advisable to create a greater margin between the price at which the Company’s ordinary shares (“Existing Ordinary Shares”) are currently trading on AIM and the nominal value of the Existing Ordinary Shares, which is 0.1p. English company law prohibits the issue of new shares at a price below their nominal value, and accordingly, the ability of the Company to raise equity funding in future and to honour contractual obligations in respect of the convertible loan facility which has sustained the Company’s operations since September 2014 may potentially be inhibited unless the nominal value of the Existing Ordinary Shares is adjusted.
The purpose of the Resolutions is therefore primarily to adjust the nominal value of the Existing Ordinary Shares, as a precautionary measure. The Resolutions should not be construed to imply that the Directors expect the price of the Company’s ordinary shares to fall below their current nominal value.
The proposed Reorganisation comprises a subdivision of each Existing Ordinary Share into one ordinary share of 0.001p (“New Ordinary Share”) and one deferred share of 0.099p (the “Deferred B Shares”). The Reorganisation will require certain amendments to the Company’s articles of association to reflect the change in the nominal value of the ordinary shares and to set out the rights and restrictions attached to the Deferred B Shares. These amendments are set out in the Resolutions.
A class of deferred shares of 9.9p (the “Deferred Shares”) created in 2009 is already in existence. It is also intended that the Resolutions will rectify certain clerical errors in the drafting of the Company’s articles of association in relation to the creation of the Deferred Shares.
The Deferred B Shares will not carry any dividend or voting rights, and holders of Deferred B Shares will only be entitled to a payment on a return of capital on a winding up of the Company after each holder of New Ordinary Shares has received a payment of £1,000,000 in respect of each such share. The Deferred B Shares therefore have effectively no value.
The Reorganisation is subject to the approval of shareholders at the General Meeting. If the Resolutions are passed, the Reorganisation will become effective immediately following close of business on that date. Application will be made for the New Ordinary Shares to be admitted to trading on AIM, and it is expected that admission will become effective at 8 a.m. on 16 July 2015.
In the event that the Resolutions in respect of the Reorganisation are passed at the General Meeting, there will be 3,867,029,332 New Ordinary Shares in issue following completion of the Reorganisation (assuming that no additional Existing Ordinary Shares are issued between the date of this announcement and the date of the Reorganisation). Each holder of New Ordinary Shares will hold the same number of ordinary shares as was the case immediately prior to the Reorganisation. Therefore, each shareholder’s percentage interest in the Company’s issued ordinary share capital will be unchanged. The New Ordinary Shares will have the same rights and restrictions as those currently attached to the Existing Ordinary Shares under the existing articles of association. No new share certificates will be issued as part of the Reorganisation, and the validity of existing share certificates will be unaffected.
The Deferred B Shares will not be traded on AIM or any other market, and no share certificates will be issued in respect of the Deferred B Shares, nor will the CREST accounts of holders of New Ordinary Shares be credited with any Deferred B Shares.
The Directors will be voting in favour of all the Resolutions in respect of their individual beneficial holdings and recommend that shareholders do so as well.
The General Meeting will be held at 9 a.m. on 15 July 2015 at the registered office of the Company, which is 2nd Floor, Peek House, 20 Eastcheap, London EC3M 1EB. The full notice of meeting and an accompanying letter of explanation are available on ECR’s website.
ECR is a mineral exploration and development company with, among other interests, the right to earn a 50% interest in the Itogon gold project in the Philippines. Itogon is an advanced exploration project located in a gold and copper mining district in the north of the Philippines.
ECR has a 100% interest in the SLM gold project in La Rioja Province, Argentina, the exploration strategy for which is to delineate multiple medium to high grade, low tonnage deposits suitable for advancement to production on a relatively low capital, near term basis.
ECR continues to review potential new investments on a highly selective basis, with a concentration on precious, base and strategic metals projects in Asia and South America.
FOR FURTHER INFORMATION PLEASE CONTACT:
|ECR Minerals plc|
|William (Bill) Howell, Non-Executive Chairman||Tel:||+44 (0)20 7929 1010|
|Stephen Clayson, Director & Chief Executive Officer|
|Richard (Dick) Watts, Technical Director|
|Cairn Financial Advisers LLP|
|Nominated Adviser||Tel:||+44 (0)20 7148 7900|
|Jo Turner/Emma Earl|
|Daniel Stewart & Company plc|
|Broker||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.