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ECR Minerals plc UK Regulatory Announcement: Annual Financial Report

  • Monday, March 30, 2020, 11:00 pm
  • ACROFAN=Business Wire
  • info@businesswire.com

LONDON--(BUSINESS WIRE)-- 


AIM: ECR


ECR MINERALS plc


(“ECR Minerals”, “ECR” or the “Company”)


AUDITED FINANCIAL STATEMENTS FOR YEAR ENDED 30 SEPTEMBER 2019


LONDON: 31 MARCH 2020 - ECR Minerals plc is pleased to announce its audited financial statements for the year ended 30 September 2019. The information presented below has been extracted from the Company’s Annual Report and Accounts 2019.


Copies of the Annual Report and Accounts 2019 will be posted to shareholders today and will be available on the Company’s website (www.ecrminerals.com). The text of the notice convening the Company’s annual general meeting, which will be posted to shareholders shortly, is provided below. The Company intends to holds its annual general meeting at 9am on 27 April 2020 at Chester House, 81-83 Fulham High Street, Fulham Green, London SW6 3JA. Following the recent Government restrictions placed on public gatherings as a result of COVID 19, the directors strongly urge all shareholders to vote by proxy, submitting such votes by no later than 9am on 23 April 2020.


Market Abuse Regulations (EU) No. 596/2014


The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR). Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information is now considered to be in the public domain.


FOR FURTHER INFORMATION, PLEASE CONTACT:


ECR Minerals plc


 

Tel: +44 (0)20 7929 1010


David Tang, Non-Executive Chairman


 

 


Craig Brown, Director & CEO


 


 

 


Email: info@ecrminerals.com


 

 


Website: www.ecrminerals.com


 

 


 


 

 


WH Ireland Ltd


 

Tel: +44 (0)161 832 2174


Nominated Adviser


 

 


Katy Mitchell/James Sinclair-Ford


 

 


 


 

 


SI Capital Ltd


 

Tel: +44 (0)1483 413 500


Broker


 

 


Nick Emerson


 

 


 


 

 


FORWARD LOOKING STATEMENTS
This announcement may include forward looking statements. Such statements may be subject to numerous 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 because of new information, future events or for any other reason.


The Directors of ECR Minerals plc (the “Directors” or the “Board”) present their report and audited financial statements for the year ended 30 September 2019 for ECR Minerals plc (“ECR”, the “Company” or the “Parent Company”) and on a consolidated basis (the “Group”)


Chairman’s Statement
ECR’s focus is firmly on gold exploration in Australia, in both Victoria in the east of the country, and Western Australia. In Australia, ECR, through its wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”), benefits from being part of one of the most active and successful gold mining and exploration industries in the world. This is all the more exciting given that the gold price is currently trading at levels not seen since 2013, despite recent falls and expected ongoing increased volatility associated with the impact of the COVID-19 pandemic on financial markets.


Currently, the suspension of many international travel routes as well as domestic movement restrictions within the UK and Australia has affected the Group’s operations, but due to the nature of present activities, the impact has been minimal. In the medium term, we expect to be able to resume normal operations as restrictions are lifted. In the meantime, the Board will be taking measures to conserve cash where possible. Our thoughts go out to all those more severely affected by the pandemic.


During the financial year ended 30 September 2019 and since the year-end, MGA has continued to develop its business through both exploration work and by rationalising its portfolio of projects. In the latter respect, the Company completed the sale of its Argentine subsidiary Ochre Mining SA (“Ochre”) in February 2020 and retains an NSR royalty of up to 2% to a maximum of USD 2.7 million in respect of future production from the SLM gold project. Further information on this transaction is provided in the Chief Executive Officer’s Report, the Strategic Report, and in Note 21 to the financial statements.


In addition, post year-end, MGA has been granted five exploration licences which comprise the Windidda project in Western Australia, with a further four exploration licence applications withdrawn. Fieldwork has yet to begin at Windidda, but MGA has completed geophysical modelling and review of historical activity reports in order to better understand the potential prospectivity of the project.


In Victoria, where the company is now concentrating on two projects, Bailieston and Creswick, a significant amount of boots-on-the-ground activity took place during the financial year under review. This included drilling at Bailieston and Creswick, and completion of whole-of-bag testing on drill samples from Creswick in an effort to better assess the degree of the nugget effect which pertains to the deposit. The results of these programmes are discussed in the Chief Executive Officer’s report.


We look forward to further exciting developments in the year ahead.


Weili (David) Tang
Chairman


Chief Executive Officer’s Report
As in the previous financial year, the centre of the Group’s operations was Victoria, Australia, with significant exploration programmes completed in the Bailieston and Creswick gold project areas.


With the gold price having traded at record levels in Australian dollar terms earlier this calendar year, there is currently a very high level of interest in gold exploration and mining in Australia, including in Victoria and Western Australia, and a number of expressions of interest in ECR’s projects have been received from third parties.


Accordingly, as well as seeking to add value through our own exploration activities, the Company is actively considering potential transactions which may create value for the Company and its shareholders.


BAILIESTON GOLD PROJECT, VICTORIA
The westernmost part of the Bailieston project area is approximately 30km east of Kirkland Lake Gold’s renowned Fosterville gold mine, and abuts an exploration licence applied for by Newmont Exploration Pty Ltd, a subsidiary of Newmont, one of the world’s largest gold mining companies, to the north. MGA completed drilling at two prospects within the Bailieston project area in the first quarter of calendar year 2019.


Blue Moon Prospect, Bailieston
During the financial year and since the year-end, the principal focus of work in the Bailieston project area has been the Blue Moon prospect, where reverse circulation (RC) drilling by MGA returned an intercept of 2 metres at 17.87 g/t gold within a zone of 15 metres at 3.81 g/t gold from 51 metres in hole BBM007, and confirmed the prospect as a new gold discovery.


Twelve holes were drilled for a total of 1,718 metres, with other highlights including 3 metres at 3.88 g/t gold within a zone of 11 metres at 2.42 g/t gold from 169 metres in BBM006. The drilling results indicate that the host sandstone is thicker and the gold grades significantly higher on the westerly section, and further exploration will therefore seek to follow the system to the west, subject to agreeing access with landowners.


Black Cat Prospect, Bailieston
MGA completed a reconnaissance rotary air blast (RAB) drilling programme targeting numerous quartz reefs at the Black Cat prospect. A total of 18 shallow holes were completed for 485 metres of drilling. The Black Cat prospect is among the high priority targets identified by a geophysical interpretation and targeting study completed for MGA in late 2017. The prospect had never been drilled before.


Significant intersections from the RAB programme included 7 metres at 1.76 g/t gold from 35 metres in hole BCD11, 3 metres at 4.26 g/t gold from 16 metres in BCD18, and 1 metre at 6.3 g/t gold from 18 metres in BCD03. These are encouraging results, and the potential for supergene enriched mineralisation at the water table interface and for deeper primary mineralisation could be investigated by further drilling.


CRESWICK GOLD PROJECT, VICTORIA
In February 2019 MGA completed a total of 1,687 metres of reverse circulation (RC) drilling in 17 holes at Creswick, targeting multiple quartz vein orientations within the Dimocks Main Shale (“DMS”). The initial results of RC drilling at Creswick by MGA were announced on 8 May 2019.


Drilling identified more extensive quartz than anticipated, in a zone exceeding 60 metres in width (more than twice the 25 metres expected), with quartz identified in more than one third of the 1,687 metres drilled. Gold mineralisation was identified in the majority of holes, with grades in nine holes ranging from 0.6 g/t gold to 44.63 g/t gold (1.44 oz/t).


MGA’s geologists hypothesised an extreme nuggety distribution of gold based on the results of drilling and other observations, including capturing a small 0.27 g nugget in gravity tests conducted on a single sample bag.


In order to assess the significance of this effect, MGA’s consultants devised a testing program using gravity and electrostatic concentration (GEC) on full bags of RC drill cuttings, which would constitute the whole sample recovered from each metre of drilling (less sub-samples obtained at the time of drilling via a splitter mounted on the drill rig).


In nuggety gold systems, increasing sample size increases the chance of nuggets being captured in the sample, and thus being appreciated as part of the gold endowment of the system.


Typically, only a small sub-sample of the drill cuttings generated by each metre of RC drilling is analysed (assayed) for gold. In the case of MGA’s 2019 RC drilling at Creswick, two sub-samples of approximately 2 kilograms were obtained from the rig-mounted splitter, out of up to approximately 30 kilograms of cuttings per metre. The first sub-sample was sent for assay by the Leachwell method at Gekko Systems, an independent laboratory in Victoria, and the results were announced on 8 May 2019.


Using the GEC method on the full bags, MGA was able to subject larger, more representative sample sizes to analysis. A total of 129 ‘full-bag’ samples were analysed using the GEC process. In parallel, 74 duplicate sub-samples obtained at the time of drilling via the rig-mounted splitter were analysed by the Leachwell method at Gekko Systems. This was done to enable comparison with the assay results (obtained by the same method) for the first set of sub-samples, to assist in classifying the nugget effect as extreme, major or minor.


Grade variability due to the nugget effect was demonstrated by the results of the exercise, but some consistency between results was also seen, and indicates the nugget effect may be less severe than initially thought.


Overall, MGA’s work at Creswick has confirmed the presence of nuggety gold mineralisation in the Dimocks Main Shale (DMS) at Creswick, some of which is very high grade.


MGA’s tenement position at Creswick covers approximately 7 kilometres of the DMS trend, and the 2019 drilling only tested approximately 300 metres of this. ECR therefore believes there is significant potential upside in the project.


More recently, MGA commissioned Dr Dennis Arne to carry out an alteration study of cuttings (chips) generated by the 2019 RC drilling at the Creswick project in 2019. Dr Arne is a preeminent consulting geochemist in Victoria, whose experience includes previous and on-going reviews of geochemistry at the highly successful Fosterville gold mine in Central Victoria owned by Kirkland Lake Gold.


Dr Arne has been working with fresh (unoxidised) RC chips from Creswick to determine whether the observed quartz veining is associated with the presence of ferroan carbonate. Ferroan carbonate is intimately associated with all Central Victorian gold deposits that have not been contact metamorphosed.


The amount of ferroan carbonate generally increases as mineralised structures are approached. It can therefore be used for vectoring within alteration systems associated with gold mineralisation, particularly when integrated with geochemical data, and can be used to distinguish between mineralised and non-mineralised quartz veins.


The results of the study were announced on 27 March 2020, and showed good indications of hydrothermal fluid flow related to gold mineralisation in a number of drill holes at Creswick. Importantly, the variation in the results, with some areas ‘lighting up’ and others not, is potentially useful for identifying gold-bearing shoots.


WINDIDDA GOLD PROJECT, WESTERN AUSTRALIA
In late 2018, MGA applied for a total of nine exploration licences in Western Australia to comprise the Windidda project, of which five have now been granted. The remaining four licence applications have been withdrawn, in light of objections to the expedited grant procedure from native title parties and the findings of preliminary desktop work to assess the prospectivity of the licence areas. This work suggests that the southern parts of the project are potentially prospective for komatiite hosted nickel-copper-PGE (platinum group element) mineralisation, as well as orogenic gold.


DANGLAY GOLD PROJECT, PHILIPPINES
There were no significant developments with regard to the Danglay project during the financial year under review, nor have there been any since the year-end. Further information regarding the Company’s interest in the project is provided in the Strategic Report and Note 10 to the financial statements.


DISPOSAL OF OCHRE MINING SA AND SLM GOLD PROJECT
Subsequent to the year-end, the Company sold its wholly owned Argentine subsidiary Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. The sale allows ECR to focus on its core gold exploration activities in Australia.


The purchaser, Hanaq Argentina SA (“Hanaq”), is a Chinese-owned company engaged in lithium, base and precious metals exploration in Northwest Argentina including Salta, Jujuy and La Rioja, with a highly experienced management team.


ECR retains an NSR royalty of up to 2% to a maximum of USD 2.7 million in respect of future production from the SLM gold project. The Directors believe that Hanaq has the operational capabilities and access to Chinese investment capital necessary to put the SLM project into production, subject to the usual prerequisites such as further exploration and feasibility studies being successfully completed (if deemed necessary by Hanaq) and to the necessary permits for production being obtained.


The founder and CEO of Hanaq Group, of which Hanaq Argentina SA is part, is Mr Xiaohuan (Juan) Tang, who has a substantive track record in Latin America, including responsibility for the successful permitting of the Pampa de Pongo iron ore project in Peru in his former capacity as General Manager of Jinzhao Mining Peru. Pampa de Pongo is one of the largest iron ore deposits in Latin America. Mr Tang has degrees from Tsinghua University in China, and Imperial College, Cambridge University and Oxford University in the UK.


FINANCIAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2019
For the year to 30 September 2019 the Group recorded a total comprehensive loss of £762,586, a small increase compared with £721,460 for the year to 30 September 2018.


The largest contributor to the total comprehensive loss was the line item “other administrative expenses”, which represents the costs of operating the Group and carrying out exploration at its projects, where these costs are ineligible for capitalisation under applicable accounting standards. Significant components include consultancy and professional fees, public relations and promotional activities, rent and travel expenses.


The Group’s net assets at 30 September 2019 were £3,640,604, in comparison with £3,651,545 at 30 September 2018. The decrease is due to increased exploration assets as a result of the capitalisation of exploration expenditure during the year being offset by a reduction in cash and cash equivalents.


The financial statements of the Company’s Argentine subsidiary Ochre Mining SA (which was sold subsequent to the year-end but remained a part of the group at 30 September 2019) were prepared in accordance with IAS 29 “Financial Reporting in Hyperinflationary Economies”. More information is provided in Note 2 to the Group financial statements.


During the year, MGA received a significant cash refund under the Australian government’s R&D Tax Incentive scheme. MGA received a cash refund of qualifying research and development (R&D) expenditure of A$318,972 (approximately £171,000) in relation to MGA’s financial year ended 30 June 2018, and post-period received a further refund of A$555,212 (approximately £295,515) in relation to the fifteen month period ended 30 September 2019. In the second period, MGA’s financial year-end changed to 30 September from 30 June in order to align it with the rest of the Group.


The qualifying R&D activities pertain to research into turbidite-hosted gold deposits within MGA’s exploration licences in Victoria. These two refunds have had a significant positive effect on the Group’s cash position.


Craig Brown
Chief Executive Officer


Independent Auditor’s Report
For the year ended 30 September 2019


Independent Auditor’s Report to the Members of ECR Minerals Plc


Opinion
We have audited the financial statements of ECR Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 September 2019 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.


In our opinion:


  • the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2019 and of the group’s and parent company’s loss for the year then ended;
  • the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
  • the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the Group’s ability to meet contracted and committed expenditure for the 12 months from the date of approval of the financial statements is reliant on further fundraising and additional cash inflows from the planned sale of assets. The total comprehensive loss for the Group during 2019 was £757,210, with cash outflows of £507,250, and a year-end cash balance in the Group of £268,517. The Group will require further funding within a period of 12 months from the date of approval of the 2019 financial statements in order to avoid a cash deficit, which is not yet committed. In addition, the potential impact of COVID-19, whilst not yet fully understood, will likely have an impact on the operations of the business and the ability to raise additional equity funds.


As stated in note 2, these events or conditions, along with the other matters as set forth in the Chairman’s statement in relation to COVID-19, indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern.


Our opinion is not modified in respect of this matter.


Our application of materiality


Group materiality 2019


Group materiality 2018


Basis for materiality


£60,000


£50,000


2% gross assets (2018: gross assets and loss before tax)


Our calculated level of materiality has increased in comparison to the previous year. The reason for this is the increase in gross assets. We believe assets to be the main driver of the business as the Group is still in the exploration stage and therefore no revenues are currently being generated. From a group perspective the key benchmark is gross assets, given that current and potential investors will be most interested in the recoverability of the exploration and evaluation assets.


Whilst materiality for the financial statements as a whole was set at £60,000, each significant component of the Group was audited to an overall materiality ranging between £20,000 - £42,000 with performance materiality set at 70%. We applied the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.


We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of £3,000 (2018: £2,500). There were no misstatements identified during the course of our audit that were individually, or in aggregate, considered to be material.


An overview of the scope of our audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of significant accounting estimates including the carrying value of assets and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


An audit was performed on the financial information of the group’s operating entities which for the year ended 31 December 2019 were located in the United Kingdom, Australia and Argentina. The group also has operations in the Philippines, for which a separate entity does not exist. The audit work on each significant component was performed by us as Group auditor to component materiality.



Contacts

ECR Minerals plc



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