Salary Sacrifice, Issue of Equity and TVR
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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 ("Ordinary Shares") in respect of the board of directors of ECR's (the "Board" or the Directors") salary sacrifice scheme.
Proposed extension of salary sacrifice scheme
On 19 September 2023, it was announced that the Company's non-executive directors agreed to subscribe for new Ordinary Shares ("New Ordinary Shares") in lieu of their salary. These arrangements have been extended each quarter through to 30 September 2024.
Nick Tulloch, Chairman, and Mike Whitlow, Managing Director, are also remunerated substantially by the issue of New Ordinary Shares, as announced by the Company on 19 September 2023 and most recently on 17 September 2024.
With the salary sacrifice scheme reaching its first anniversary, the Board proposes to review the arrangements in line with the Company's strategy and financial position. Each member of the Board has confirmed that they will continue to accept a majority of their remuneration through the issue of New Ordinary Shares for at least a further 12 months. Further details will be announced in due course.
Issue of New Ordinary Shares
ECR is pleased to confirm that the New Ordinary Shares awarded to certain Directors pursuant to the existing salary sacrifice scheme have been issued and allotted. Each of David Tang (who has since left the Board), Andrew Scott and Trevor Davenport have received 3,748,438 New Ordinary Shares in lieu of an aggregate of £27,000 accrued salary. The New Ordinary Shares were issued at a price of 0.2401 pence per new Ordinary Share, being in this instance a price equal to the volume weighted average price of Ordinary Shares calculated over the 14 days prior to 30 September 2024.
In total 11,245,314 new Ordinary Shares have been issued by the Company. Following this issuance, the total numbers of Ordinary Shares currently held by Andrew Scott and Trevor Davenport, as Persons Discharging Managerial Responsibility ("PDMRs") of the Company, are as follows:
| Name | New Ordinary Shares issued | Total Ordinary Shares now held in the Company | As a percentage of the Company's enlarged issued ordinary share capital |
|---|---|---|---|
| Andrew Scott | 3,748,438 | 17,612,654 | 0.93% |
| Trevor Davenport | 3,748,438 | 17,612,654 | 0.93% |
| Total | 7,496,876 |
Admission and Disclosure Guidance and Transparency Rules
Application has been made for 11,245,314 New Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 8 October 2024. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR's issued ordinary share capital will comprise 1,904,006,225 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.
Nick Tulloch, Chairman of ECR, said: "Throughout the past financial year, the Board has adopted a policy of aligning itself with our shareholders and conserving the Company's cash resources. As we pass through the first anniversary of these arrangements being implemented, I am pleased to say that the entire Board will continue to accept a majority of our remuneration in Ordinary Shares and will do so until at least the end of the new financial year. Our recent work programmes have evidenced the considerable potential within ECR's asset base, and we remain determined to demonstrate our own confidence in the opportunities that we have before us."
Director/PDMR MAR disclosures
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Name Position Andrew Scott Non-Executive Director Trevor Davenport Non-Executive Director |
| 2 | Reason for the notification | |
| a) | Position/status | See above |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | ECR Minerals plc |
| b) | LEI | 213800PBXY96KXHISJ17 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.001p each in ECR Minerals plc Identification code (ISIN) for ECR Minerals plc ordinary shares: GB00BYYDKX57 |
| b) | Nature of the transaction | Issue of New Ordinary Shares in lieu of salary |
| c) | Price(s) and volume(s) | Name Price(s) Volume(s) Andrew Scott 0.2401 pence 3,748,438 Trevor Davenport 0.2401 pence 3,748,438 |
| d) | Aggregated information: - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 1 October 2024 |
| f) | Place of the transaction | Outside a trading venue |
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