ECR Minerals plc (LON: ECR), the exploration and development company focused on gold in Australia, is pleased to announce the issue of new ordinary shares of 0.001 pence each in ECR (the “Ordinary Shares”) in respect of the board of directors of ECR’s (the “Board” or the Directors”) ongoing remuneration policy, whereby each Director and certain consultants to the Company are remunerated partially through the issue of new Ordinary Shares.

In accordance with their existing share-based remuneration arrangements, announced originally on 19 September 2023, Nick Tulloch, Chairman, and Mike Whitlow, Managing Director, will each receive 10,071,620 new Ordinary Shares, as payment in lieu of £22,500 of their accrued remuneration for the period from 1 April 2025 to 30 June 2025.  All of these new Ordinary Shares are to be issued at a price of 0.2234 pence per new Ordinary Share which was the volume weighted average share price for Ordinary Shares over the previous 14 days to 30 June 2025. 

In addition, as noted in the Company’s announcement on 2 October 2024, each Director has agreed to continue to accept a material part of their remuneration through the issue of new Ordinary Shares for at least a further 12 months. Accordingly, Andrew Scott, Non-executive Director, will receive 2,685,765 new Ordinary Shares, as payment in lieu of £6,000 of his accrued remuneration for the same period. The new Ordinary Shares will also be issued at a price of 0.2234 pence per new Ordinary Share, which was the volume weighted average share price for Ordinary Shares over the previous 14 days to 30 June 2025. 

A further 2,685,765 new Ordinary Shares will also be issued at a price of 0.2234 pence per new Ordinary Share as payment in lieu of £6,000 of the remuneration of a consultant to the Company during the period from 1 April 2025 to 30 June 2025.

Additional Issue of Equity

The Company has agreed to issue and allot 1,342,882 new Ordinary Shares as payment in lieu of £3,000 of accrued fees owed by the Company to a professional adviser, in order to assist the Company in conserving its cash resources. These new Ordinary Shares will also be issued at a price of 0.2234 pence per new Ordinary Share, which was the volume weighted average share price for Ordinary Shares over the previous 14 days.

PDMR dealings

Pursuant to the arrangements set out above, a total of 26,857,652 new Ordinary Shares will be issued by the Company. Following this issuance, the total numbers of Ordinary Shares that will be held following Admission (as defined below) by the Directors, as Persons Discharging Managerial Responsibility (“PDMRs”) of the Company as at the date of this announcement, are as follows:

The FCA notification in respect of these PDMR dealings, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below. 

Admission and Total Voting Rights

Application has been made for 26,857,652 new Ordinary Shares to be admitted to trading on AIM (“Admission”) and it is expected that Admission will become effective on or around 8 July 2025. The 26,857,652 new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR’s issued ordinary share capital will comprise 2,269,512,954 Ordinary Shares. This number will represent the total voting rights in the Company, and, following Admission 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 Guidance and Transparency Rules.

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