Proposed Acquisition, Subscription & Other Matters

Proposed Retail Offer

and

Appointment of Joint Broker

ECR Minerals plc (LON: ECR), the gold exploration and development company focused on Australia, is pleased to announce that it is currently in an exclusivity period to conduct due diligence in relation to the proposed acquisition of Licence ML 3665 (the "Raglan Project"), which is a fully permitted alluvial gold project and operation located near Raglan in Queensland, Australia (the "Proposed Acquisition"). With a mining licence and all capital equipment included in the Proposed Acquisition, the Directors believe that the Raglan Project represents an opportunity to fast-track ECR's alluvial gold production plans.

The Raglan Project is located close to ECR's existing Blue Mountain gold project in Queensland, Australia (the "Blue Mountain Project") and the board of directors of ECR (the "Board" or the "Directors") believe that the Proposed Acquisition will represent a strategic expansion of its footprint and operations in the region. The Proposed Acquisition will be conditional on, inter alia, satisfactory results from site investigations which will be carried out by ECR, the completion of binding underlying transaction documentation, and the completion of the Subscription (as defined below).

The Company also announces that it has conditionally raised £0.65 million (before expenses) by way of a direct subscription (the "Subscription") for a total of 325,000,000 new ordinary shares of 0.001 pence each in the Company ("Ordinary Shares") at a price of 0.20 pence per new Ordinary Share (the "Issue Price"). The Directors currently intend for the net proceeds of the Subscription to be used predominantly to fund the purchase price that will be payable for completion of the Proposed Acquisition.

Allenby Capital Limited ("Allenby Capital") acted as the Company's broker in connection with the Subscription. The Company is pleased to announce that Allenby Capital has been appointed as a Joint Broker to the Company with immediate effect.

In addition to the Subscription, it is proposed that there will be a separate conditional retail offer to existing shareholders via a retail offer platform, or an equivalent mechanism to allow its existing retail shareholders to be given the opportunity to participate on the same terms as the those participating in the Subscription, to raise up to approximately £100,000 (before expenses) at the Issue Price.

Highlights:

• Strategic Expansion: The Raglan Project is located close to ECR's Blue Mountain Project and, if completed, the Proposed Acquisition would expand ECR's position in a highly prospective alluvial gold region. Significantly the Raglan Project is located only around 5km from the main road with no access constraints.
• Established Infrastructure: The Raglan Project will include 60 tonne-per-hour wash plant with under 1,000 hours of operational history, trommel, concentrator, gold room, fuel storage, several mobile mining vehicles, and supporting infrastructure - delivering a turnkey production-ready operation.
• Mining Lease: The Raglan Project will include a granted mining lease covering approximately 300 acres, enabling commencement of mining operations in the nearer-term following completion of the Proposed Acquisition.
• Subscription: ECR has raised £0.65 million (before expenses) with the Board's current intention being for the net proceeds to be predominantly used to fund the purchase price payable for completion of the Proposed Acquisition.

Raglan Project

The Raglan Project is located between Rockhampton and Gladstone in central Queensland and comprises a granted mining lease covering approximately 300 acres. Historically, the site has produced coarse alluvial gold, and recent prospecting has confirmed the continued presence of gold-bearing gravels. The Raglan Project will include a comprehensive package of infrastructure including a near-new 60 tonne-per-hour gravity processing plant, gold room, water supply, fuel storage, and mobile plant vehicles - enabling nearer-term recommencement of operations following completion of the Proposed Acquisition. With minimal additional capital required, the Directors believe that the Raglan Project represents a compelling opportunity to fast-track ECR's alluvial gold ambitions alongside its growing presence at the Blue Mountain Project.

Site investigations

ECR is currently in an exclusivity period to conduct due diligence with the individuals who have established and operated the Raglan Project (the "Vendors"). The main element of ECR's due diligence will be site investigations where ECR will operate the plant and machinery and conduct a series of bulk samples to be satisfied on the gold prospectivity of the project. ECR's Chief Geologist, Adam Jones, is currently on site leading the programme. Subject to the on-site investigations proceeding in line with expectations and the completion of the Subscription, ECR intends to enter into binding transaction documentation to acquire the Raglan Project and assume full operations.

Bulk sampling will be carried out at up to five locations within the Raglan Project lease, guided by the Vendors who have already highlighted areas with known gold recovery. Trial processing is being conducted using the existing plant on site, with machinery and experienced operators provided by the Vendors. The trial is expected to conclude this week.

There is no cost to ECR in conducting these due diligence investigations other than covering the expenses of the on-site teams, which has been agreed at A$3,000 plus Australian goods and services tax ("GST") per day.

All gold recovered during these investigations will be the property of ECR.

Proposed Acquisition structure and tax losses

The acquisition of the Raglan Project is proposed to be implemented through ECR's wholly owned subsidiary, ECR Minerals (Queensland) Pty Ltd, acquiring the companies which are the current owner of the Raglan Project and its associated equipment and infrastructure, Raglan Resources Pty Ltd ("Raglan Resources") which itself owns Raglan Mining Pty Ltd ("Raglan Mining"). It is intended that Raglan Resources will be restructured by the Vendors prior to the Proposed Acquisition, so that any unrelated tenements and non-core assets will be excluded from the Proposed Acquisition.

A purchase price of A$1.1 million (approximately £0.53 million) plus any applicable GST in cash has been agreed between the parties, payable only if ECR is satisfied following the due diligence that it is currently carrying out. The Directors intend for the net proceeds of the Subscription to be predominantly used to fund the purchase price that will be payable for completion of the Proposed Acquisition.

The Board believes that the structure of the Proposed Acquisition should enable ECR's existing tax losses of some A$75 million to be applied against any future profits generated from the Raglan Project.

The Directors consider that the proposed addition of the Raglan Project to ECR's portfolio aligns with the Company's strategy to build a portfolio of low-capex, high-margin gold operations in Australia.

The Proposed Acquisition will be subject to, among other things, due diligence by ECR and the execution of a legally binding agreement governing the Proposed Acquisition and the completion of the Subscription in order to fund the purchase price payable for the Proposed Acquisition. There can therefore be no certainty that final binding terms will be agreed in order to complete the Proposed Acquisition, nor as to the timing or final terms, value or conditions of the Proposed Acquisition. Further updates will be provided in due course.

Raglan Resources and Raglan Mining reported unaudited total assets of A$1.39 million for the year ended 30 June 2024 and an unaudited total net loss of A$0.19 million for the same period. This unaudited financial information is before the proposed restructuring of Raglan Resources to exclude any unrelated tenements and non-core assets from the Proposed Acquisition, as described above.

Details of the Subscription, the Proposed Retail Offer and the intended use of proceeds

The Subscription

The Company has conditionally raised £0.65 million (before expenses) through the Subscription for a total of 325,000,000 new Ordinary Shares (the "Subscription Shares") at the Issue Price. The Subscription Shares (and the Proposed Retail Shares, as defined below) will be issued on a non-pre-emptive basis pursuant to the authorities granted to the Board at the Company's annual general meeting held on 23 April 2025.

Proposed Retail Offer

In addition to the Subscription, it is proposed that there will be a separate conditional retail offer via a retail offer platform, or an equivalent mechanism to allow its existing retail shareholders to be given the opportunity to participate on the same terms as the those participating in the Subscription, to raise up to £100,000 (before expenses) at the Issue Price (the "Proposed Retail Offer", and together with the Subscription, the "Fundraise"). A separate announcement will be made by the Company regarding the Proposed Retail Offer and its terms. Those investors who subscribe for new Ordinary Shares pursuant to the Proposed Retail Offer (the "Proposed Retail Shares") will do so pursuant to the terms and conditions contained in that separate announcement.

It is anticipated that an application will be made to London Stock Exchange plc ("London Stock Exchange") for the Subscription Shares and the Proposed Retail Shares (once the final number of Proposed Retail Shares to be issued is determined) to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). It is currently anticipated that Admission will become effective, and that dealings in the Subscription Shares and the Proposed Retail Shares will commence on AIM, at 8.00 a.m. on or around 8 October 2025.

The Subscription is conditional on the receipt of subscription monies and on Admission. Completion of the Proposed Retail Offer will be conditional, inter alia, upon completion of the Subscription. Completion of the Subscription is not conditional on the completion of the Proposed Retail Offer. The Proposed Acquisition will be conditional, inter alia, on the completion of the Subscription.

The Subscription and the Proposed Retail Offer are not conditional on the completion of the Proposed Acquisition. It is expected that the Company will not be ready to proceed with the completion of the Proposed Acquisition until only after Admission has occurred and the Subscription and the Proposed Retail Offer have unconditionally completed, and accordingly the Subscription and the Proposed Retail Offer will not be affected by the Proposed Acquisition failing to complete for any reason.

Intended Use of Proceeds

The Directors currently intend for the net proceeds of the Subscription to predominantly be used to fund the consideration that would be payable for the completion of the Proposed Acquisition (being A$1.1 million or approximately £0.53 million) with the remainder to be used for ECR's corporate, project and working capital purposes. However, should the Proposed Acquisition not proceed for any reason, then the Directors intend to apply the net proceeds of the Subscription towards increasing the Company's activities at its Blue Mountain Project and for ECR's corporate, project and working capital purposes.

As previously announced, and without taking account of the Subscription or the Proposed Retail Offer, ECR is funded for all of its intended activities for 2025. Following completion of the Subscription and the payment of the consideration for the Proposed Acquisition, ECR will remain funded for its planned activities over the remainder of 2025 and would maintain a cash runway which is expected to extend to at least the end of Q1 2026. Should the Proposed Acquisition not proceed, then ECR's expected cash runway would be extended.

It is currently proposed that the proceeds of the Proposed Retail Offer, which will represent a maximum of an additional £100,000, will be generally applied towards ECR's corporate, project and working capital purposes over the remainder of 2025 and into 2026.

Nick Tulloch, ECR's Chairman, commented: "This Proposed Acquisition offers the potential for a very significant and strategic step forward for ECR. The Raglan Project offers synergies with our existing operations at the Blue Mountain Project and the potential to fast-track gold recovery. The Subscription, which has been strongly supported, further endorses our strategy as we accelerate towards revenue generation.

"Shareholders will be aware that we had expected to acquire or build the necessary plant and equipment to operate the Blue Mountain Project. This Proposed Acquisition can essentially be considered to be part of that budget, while also providing additional assets and realisable benefits - most notably moving to alluvial gold production on a faster timescale. The proximity of the two projects is expected to provide operational efficiencies, and the granted mining lease means that the Raglan Project represents a nearer-term revenue opportunity for ECR.

"We believe that this is a turnkey project with all necessary facilities already in place. Once completed, not only do we expect for the project to enable us to accelerate our path to potential revenue but will also represent a substantial expansion of our operations and capabilities."

Review of Announcement by Qualified Person

Notice to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Subscription Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Subscription Shares are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Subscription Shares may decline and investors could lose all or part of their investment; the Subscription Shares offer no guaranteed income and no capital protection; and an investment in the Subscription Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Subscription. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Subscription Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Notice to overseas persons

General

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to the Company in connection with the Subscription. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Subscription. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.