CONTENTS
CONTENTS
Company Informat ion
Chairman’s St atement
St rategic Report
Report of t he Direct ors
Corporate Governance Stat ement
Directors’ Remunerat ion Report
St atement of Direct ors’ Responsibilit ies
Independent Audit or’s Report to the M embers
Consolidat ed St atement of Comprehensive Income
Consolidat ed and Company St atement of Financial Posit ion
Consolidat ed St atement of Changes in Equit y
Company St atement of Changes in Equit y
Consolidat ed and Company Cashflow St atement
Not es t o t he Financial St atement s
Not ice of Annual General M eet ing
Page
1
2
9
18
20
40
45
47
50
53
55
56
58
59
83
ECR M inerals plc | Annual Report 2023
ECR M INERALS PLC
COM PANY INFORM ATION
COM PANY INFORM ATION
Directors
Nick Tulloch
David Tang
Trevor Davenport
Andrew Scot t
Chairman
Non-Execut ive Director
Non-Execut ive Director
Non-Execut ive Director
Appointed
15 Sept ember 2023
3 August 2017
1 Oct ober 2021
24 January 2022
Company Secretary
Elizabet h Olaleye
Head Office & Registered Office
Office T3, Hurlingham Studios
Ranelagh Gardens
London SW6 3PA
Unit ed Kingdom
Registered Number
05079979
Independent Auditor
Nominated Adviser
Principal bankers
Registrars
Solicitors
PKF Lit tlejohn LLP
15 West ferry Circus
Canary Wharf
London E14 4HD
WH Ireland Ltd
24 M artin Lane
London EC4R 0DR
Barclays Bank PLC
1 Churchill Place
London E14 5HP
Comput ershare Invest or Services plc
The Pavilions, Bridgw at er Road
Brist ol BS13 8AE
Charles Russell Speechlys
5 Fleet Place
London EC4M 7RD
Company website
w w w .ecrminerals.com
ECR M inerals plc | Annual Report 2023
1
CHAIRM AN’S REVIEW
CHAIRM AN’S REVIEW
For the period ended 30 September 2023
five mont hs, t hat is st art ing t o show
t hrough.
It feels a lit tle curious t o be reporting on
ECR’s performance in t he year t o 30
Sept ember 2023 w hen I spent slight ly over
t w o w eeks in t he role in t he period but, as
you w ould expect any new managem ent
t eam t o do, M ike Whit low , as COO, and I
undertook some int ensive learning and
examinat ion of ECR’s asset s and business
on our appoint ment and I hope t he
decisions w e have made and init iat ives w e
have undertaken since resonate w ell w it h
shareholders.
I w ould
First ly,
t o express my
like
appreciat ion t o David Tang, our former
Chairman, w ho led ECR t hrough a very
challenging period w it h great diligence and
commit ment . I w as honoured t hat he
asked me t o t ake over as Chairman t w o
mont hs ago and I t hank him for all he has
done for ECR so far. I am part icularly
pleased t hat w e w ill cont inue t o benefit
from his w ise counsel and det ailed
know ledge of our operations in his ongoing
role on our board of direct ors.
I w ould also like t o recognise t he w ork t hat
Andrew Hayt horpe undertook during his
t enure as CEO
in developing ECR’s
portfolio of asset s. Against a backdrop of
exceptionally challenging market s,
t he
progress made on t he ground has not been
reflect ed in our market valuat ion and
share price but M ike and I w ould cont end
t hat it is a mat t er of w hen and not if t hat
t his w ill be corrected – and perhaps t his is
beginning t o become apparent over t he
past six mont hs since our appointment .
Wit h a small market capit alisat ion, it is
easy for invest ors t o overlook t he potent ial
in our portfolio. I have been saying since I
joined t hat t he Company had somew hat
lost it s connection w it h invest ors and one
of our first t asks is t o rebuild t hat. I hope,
w it h t he effort s w e have made in t he past
and
based
convict ion
It w as im portant t o me and M ike t hat w e
t o
our
demonst rat ed
shareholders
consequent ly w e
proposed t o t he board a remunerat ion
scheme for each of us t hat is almost 90 per
cent.
shares and,
in ECR
furt hermore, t hat t hose share issues are
linked to performance. We w ere flat t ered
t o be im mediat ely joined in t his concept by
all ot her mem bers of t he board t hrough
t heir
schemes and
sacrifice
cancellat ion of 54,000,000 hist orical share
options. The salary sacrifice scheme has
already been ext ended t w ice. Toget her,
and w it h t his now clear alignment of t he
board w it h shareholders, w e hope t o build
furt her value t o ECR’s asset s in t he coming
year.
salary
t hey are
M ike and I both keep an eye on bulletin
boards and ot her invest or comm ent ary.
Follow ing from w hat I said above, w e can’t
build a connect ion w it h invest ors if w e
don’t know w hat
t hinking.
Opinions and comment s are diverse as you
w ould expect but my st and out favourit e,
made not long after our appoint ment , w as
t o nickname us “ Ant and Dec” . Quit e
w het her t he aut hor meant it t his w ay, I am
not sure, but I enjoyed it as an apt
description. We joined t he company
t oget her as a double act and invest ors w ho
know us w ill see t hat w e have very
different skillsets and experience but w e
both share a common desire t o grow t he
Company in t he public market s. Perhaps
celebrit y
like
comparison, w e w ork closely t oget her,
speaking several t imes most days as w e
develop init iatives to “ ent ertain” invest ors
and develop ECR.
our more
famous
In cont rast t o ECR’s share price, spot gold
recovered sharply in M arch 2023, and
despit e dipping in Oct ober 2023, t he
yellow met al has risen strongly since t hen,
ECR M inerals plc | Annual Report 2023
2
CHAIRM AN’S REVIEW
t he
above
im portant
remaining
US$2,000/ oz benchmark for much of t he
past five mont hs. Despit e gold’s safe-
haven st atus in a t urbulent and difficult
w orld, t he sharp rise in int erest rat es over
t he year t o combat high inflat ion rat es
have w eighed heavily on market s and
t he w idely
sent iment ,
discussed disconnect bet w een t he gold
price and junior explorers. Alt hough t his
highly uncert ain macro pict ure could yet
cont inue, market comment at ors are
speculat ing t hat falling inflat ion may lead
t o falls in int erest rat es early in 2024. If t his
happens, junior explorers, including ECR,
may find themselves back in favour.
resulting
in
When I t ook t he helm in Sept ember 2023,
along w it h M ike, w e conduct ed a det ailed
asset overview and evaluat ion. It w as of no
surprise t o us t hat w e believe t hat ECR has
a number of high qualit y asset s, and t he
w ork t hat our Chief Geologist Adam Jones
and t he field t eam have undertaken,
particularly at our Queensland project s
over t his year have delivered a t angible
increase bot h in our underst anding of t he
t errain and the value of t he licences. What
follow s is a project by project assessment
to date.
QUEENSLAND
Lolworth Project
Our primary focus during 2023 has been
t he development of our Queensland
asset s, and in part icular t he gold and
bat tery met als asset s t hat field w ork has
licences
revealed at our exploration
EPM 27901, EPM 27902 and EPM 27903 at
t he Lolw orth Range area in Nort hern
Queensland. The Lolw orth Range area in
Nort h Queensland has been closely
monit ored by ECR’s Chief Geologist Adam
Jones for many years and is considered
highly prospective for gold.
An ext ensive fieldw ork campaign of soil
sampling and rock chips has already been
successfully complet ed by our geological
t eam led by Adam Jones, and t he t eam are
now focused on ident ifying areas of high
potential t o help delineat e a series of
fut ure high-priorit y zones and drill t arget s.
Soil sampling and rock chip result s already
in from Reedy Creek, Gorge Creek and
Woolshed Creek (announced at t he end of
t he period in quest ion) continue t o ext end
t he region’s gold prospect ivit y, and post
period end result s from Gorge Creek are
increasingly highlight ing Lolw orth as a
bona fide explorat ion opport unit y. Already
t here are indicat ions t hat a much larger
syst em may be in sit u t han has been
mapped at present.
The next st eps for Lolw orth are t renching
at Flaggy Creek and Reedy Creek. We
int end t o t rench across various out crops
and follow up wit h reverse circulat ion
drilling. We w ill also undert ake furt her
reconnaissance for niobium and gold in
t enement s
st reams over
w here geological mapping suggests t he
t hat
presence of pegmat it e
covers
square
approximat ely
kilomet res.
t he east ern
int rusion
45
Hurricane Project and Kondaparinga
License
ECR w as grant ed a condit ional opt ion t o
acquire t he ent ire issued share capit al of
Placer Gold Pt y Ltd, t he beneficial holder of
t hree granted mining t enement s (EPM
ECR M inerals plc | Annual Report 2023
3
CHAIRM AN’S REVIEW
27518, EPM 25855 and EPM 19437)
located
in Nort h East Queensland,
t oget her know n as t he Hurricane Project .
An ext ensive campaign of field w ork w as
undertaken by Adam Jones and t he field
t eam over t he summer mont hs, and w hile
rock chip sampling confirmed t he area w as
prospect ive for gold and ant imony, t he
Board decided t hat t he t erms of t he
acquisit ion did not represent good value
for ECR shareholders. I w ould emphasise
here t hat none of t his is meant t o im ply
t hat t here is not value in Hurricane – w e
sim ply
not
t he proposed cost .
represent ative of
How ever, w ork done by Adam Jones and
Andrew Hayt horpe did reveal to us several
opport unit ies in t he locat ion.
value w as
felt
t he
We t ook t he decision t o t erminat e t he
proposed Hurricane acquisit ion in Oct ober
2023 and short ly ahead of t hat applied for
EPM 28910 at Kondaparinga. This area is
sit uat ed close t o t he original geological
feat ures t hat first bought Hurricane t o t he
at t ent ion of our board and field t eam.
Significant ly, it is also t w ice t he size of
Hurricane.
Blue M ountain Project
t he
In April 2023, ECR announced
t he Blue
condit ional acquisit ion of
M ount ain project , w hich consist s of
explorat ion permit s EPM 27175 and EPM
27183 and includes t he Denny Gully Gold
project , sit uat ed sout h w est of Gladst one
port and sout h east of Biloela, t he small
regional past oral-agricult ural-coal mining
centre in Queensland. No w ork has yet
been undertaken at Blue M ount ain, and a
decision on w het her or not t o progress t his
project w ill be taken during 2024.
VICTORIA
ECR’s operational hub remains in Bendigo,
in Vict oria, Aust ralia, and from here our
field and drill t eam have cont inued t o
progress our project s at Cresw ick and
Bailiest on.
Creswick
Hist orically, a considerable amount of
invest or
int erest has centred on our
Cresw ick project , w here ECR ow ns licence
t enement s EL006184, EL006907 and
EL006713 and a property at Springmount .
There is good reason for t his int erest .
Cresw ick sit s in an im pressive “ postcode”
w it h numerous hist oric product ion sit es in
t he vicinit y and, more recently, grow ing
int erest again
in Vict oria as a gold-
producing region.
Cresw ick is in effect a cont inuous land
package from t he Springmount property
south t hrough t o t he outskirt s of Ballarat ,
w hile licence EL006907 also links Cresw ick
t o the Ballarat East -Nerrina Goldfields.
Follow ing t he re-assay of t he Cresw ick
diamond drill core, Adam Jones and t he
field t eam ret urned t o conduct furt her
fieldw ork and ident ified a potent ial new
parallel gold syst em t o t he south-east of
t he Springmount property w it hin
t he
Dimocks M ain Shale. Several prospect s in
t his area demonst rat ed considerable
pot ent ial t hrough posit ive soil and rock
chip sampling result s. In addit ion, 10 short
holes w ere drilled at Spring Hill Reef,
adjacent t o t he Springm ount propert y and
t he 2019 reverse circulat ion drill holes.
Ult imat ely, t he drill result s at t hat t ime
w ere disappoint ing, and coupled w it h t he
challenging market s, t he Board at the time
ECR M inerals plc | Annual Report 2023
4
CHAIRM AN’S REVIEW
t ook t he decision t o t emporarily suspend
furt her w ork on Cresw ick and
focus
resources on it s Queensland asset s.
Separately, ECR also received A$609,091
funds from t he disposal of t he Bailiest on
property at Nagam bie-Rushw ort h Road.
Since that dat e, and after the year end, we
have ret urned t o drill at Cresw ick, t his t ime
at Davey Road and Kuboid Hill. Whilst w e
are current ly aw ait ing result s from Kuboid
Hill, bulk sample t esting at Davey Road
indicat ed both ext ensive prevalence and
pleasing grades of gold w it h t he best result
being 41.03 g/ t Au over 1 met re t hereby
vindicating our decision t o re-examine our
Cresw ick asset s.
Tambo
licences
ECR’s explorat ion
in east ern
Vict oria covering t he Tambo River and
Sw ift s Creek region w ere granted
in
December 2021. We have previously
recorded 22g/ t rock chips w it h silver and
bismut h credit s and expect t o commence
reverse circulat ion drilling at Tambo in t he
coming year.
Bailieston
OTHER ASSETS
The ext ensive
field w ork and drilling
undert aken at t he Bailiest on propert y in
previous years maint ains t his asset as one
of our most prominent . The final phase of
an ongoing drilling campaign in Spring
2023 at t he Blue M oon prospect result ed
in some promising gold grades follow ing
on from t he hist oric drill holes from t he
2019 RC drill programme. The unusual
geology at Blue M oon gave some
indicat ion of an ext ended grade t rend but
unfort unat ely did not expand at dept h and
hopes for an ext ended grade t rend failed
t o mat erialise. Unable t o confirm any
potent ial for an im mediat e commercial
discovery, and faced w it h lit tle support in
t he market s at t hat t ime, t he Board t ook
t he decision t o suspend act ivit ies and
focus resources on it s Queensland asset s.
Follow ing t he year end t he Board has
noted t he ‘spect acular’ result s announced
by ASX list ed Southern Cross Gold at it s
Sunday Creek project sit ed t o t he sout h of
ECR’s Bailiest on asset s as w ell as a general
increase in act ivit y across the Victoria gold
mining regions.
We w ill commence a st ream sampling
programme at Bailest on in t he current
financial year.
Danglay Gold Project, Philippines
in
pesos
involvement
t he period,
it s
In February 2023, an int ercompany loan of
28,354,525
(approximat ely
£420,800) ow ed t o ECR by Cordillera Tiger
Gold Resources Inc (“ Cordillera Tiger"), t he
ow ner of Exploration Licence EP-006 at t he
Danglay Gold Project, Nort hern Philippines
w as sat isfied by t he issue of 6,666,667 new
ordinary shares in t hat company. As a
result , ECR now ow ns 90 per cent. of
Cordillera’s issued share capit al. How ever,
t he Group has
during
reassessed
t he
Philippines in accordance w it h IFRS 10’s
definit ion and guidance on cont rol. As a
result of t he officers and direct ors of
Cordillera Tiger not acting in accordance
w it h t he Group’s inst ruct ions, t he Group
has concluded t hat it has no significant
influence and no out right cont rol
in
making it s judgement in respect of it s
Philippines asset s. The Board have
considered t he Group’s vot ing right s, t he
relat ive size and dispersion of t he vot ing
right s held by ot her shareholders and t he
recent inact ivit y by t hose shareholders.
t hat
Recent experience demonst rat es
enough of t he smaller shareholders, w ho
are also direct ors of
t he Philippines
company, have operated in such a w ay
t hat has prevent ed t he Group from having
t he pract ical abilit y t o direct and gain
access t o financial and ot her informat ion
ECR M inerals plc | Annual Report 2023
5
CHAIRM AN’S REVIEW
t o
is pert inent
t hat
t hat
company. Wit h our focus very much on
Aust ralia, w e cont inue t o explore options
t o cryst allise value here.
running
Avoca and Timor Exploration Licence
Royalties
In April 2020, t he Group’s subsidiary
M ercat or Gold Aust ralia Pt y Ltd ent ered
int o an agreem ent for t he sale of Avoca
and Timor explorat ion licences EL5387,
EL006280, EL006913 and EL006278 in
Vict oria t o Curraw ong Resources Pt y Lt d, a
w holly ow ned subsidiary of Fosterville
Sout h Explorat ion Lt d. A cash paym ent of
US$500,000 w as received at t he t ime and
ECR continues t o be ent it led to:
1.
2.
inferred
A furt her payment of A$1 for every
ounce of gold or gold equivalent of
indicat ed
measured
resource,
resource
resource or
est imat ed w it hin t he area of one or
more of
in any
combinat ion or aggregation of t he
foregoing, up t o a maximum of
A$1,000,000 in aggregat e; and
licences
t he
A furt her payment of A$1 for every
ounce of gold or gold equivalent
produced from w it hin t he area of
one or m ore of t he licences, up t o a
in
maximum
aggregat e.
of A$1,000,000
SLM Gold Project Royalties
In February 2020, t he Company sold it s
w holly ow ned Argent ine subsidiary, Ochre
M ining SA, w hich holds t he SLM gold
project in La Rioja, Argent ina. The sale
allow s ECR t o focus on it s core gold
explorat ion activit ies in Aust ralia. The
purchaser, Hanaq Argent ina SA (“ Hanaq” ),
w as a Chinese-ow ned company engaged in
lit hium, base and precious met als
in nort h-w est Argent ina
explorat ion
including Salt a, Jujuy and La Rioja, w it h a
highly experienced management team.
ECR ret ains an NSR royalt y of up t o 2 per
cent. t o a maximum of US$2.7 million in
respect of fut ure product ion from t he SLM
gold project , ow ned by Hanaq. The
Directors believe t hat Hanaq has t he
operational capabilit ies and access
t o
invest ment capit al necessary t o put t he
SLM project int o product ion, subject t o t he
usual prerequisit es such as
furt her
explorat ion and feasibilit y st udies being
successfully
deemed
complet ed
necessary by Hanaq) and t o t he necessary
permit s for production being obtained.
(if
No payment s under t he SLM gold project
royalt ies w ere received in the year.
Exploration
Licence Overview
and
Summary
at
licences
licences
At t he end of t he financial year, ECR held
in
eight active explorat ion
Vict oria. There are t hree grant ed mineral
explorat ion
Cresw ick
(EL006184, EL006907 and EL006713), and
four grant ed explorat ion licences EL5433,
EK006911, EL006912 and EL007296 at
Bailiest on. At Tambo ECR ow ns t he
licence EL007484 covering
explorat ion
Sw ift s Creek and t he Tambo River.
No payment s under t he Avoca and Timor
explorat ion licence royalt ies w ere received
in t he year.
t hree explorat ion
ECR holds
licences
(EPM 27901, EPM 27902 and EPM 27903) in
t he Lolw orth area, Nort h Queensland and
ECR M inerals plc | Annual Report 2023
6
CHAIRM AN’S REVIEW
has applied for licence EPM 28910 at
Kondaparinga also in Nort h Queensland.
In November 2020, ECR lodged explorat ion
licence applicat ion EL007537 for an area
w hich surrounds mining licences M IN5396
and M IN4847. These mining
licences,
w hich are not held by ECR, cont ain t he
operat ing Ballarat gold mine. The area of
EL007537 includes t he sout hern ext ension
of t he Dimocks M ain Shale, w hich is t he
t arget of explorat ion at t he
principal
Cresw ick gold project located a short
dist ance
t he nort hern
t he nort h,
ext ension of t he Ballarat East line and t he
dept h ext ensions of t he Ballarat West line.
EL007537 is in a compet it ive bid w it h t hree
ot her applicant s.
t o
Asset Review
As t he Group is not generat ing revenue
from operations, t he Direct ors consider
t hat profit and loss is a met ric of less ut ilit y
t han in many ot her businesses. For t he
year t o 30 Sept ember 2023 t he Group
recorded a t otal comprehensive loss of
£1,772,670 compared w it h £2,614,873 for
t he year t o 30 Sept ember 2022. This is
reflect ed principally in t he im pairment of
invest ment held in Cordillera Tiger and
administ rative expenses.
The Group’s net asset s at 30 Sept ember
2023 w ere £5,012,403 in comparison w it h
£5,849,083 at 30 September 2022.
In maint aining int ensive drilling campaigns
and explorat ion act ivit ies, ECR’s capit al
posit ion has reduced during t he year.
How ever, t he Company raised £900,000
before expenses in December 2022, and
follow ing
rest ruct uring, a
furt her condit ional fundraise of £580,000
w as executed just prior t o t he year end
from high net w ort h
individuals and
inst it ut ional investors w it hout payment of
commissions. In Oct ober 2023, a cross-
board salary sacrifice scheme in lieu of
t he board
in ret urn
shares w as agreed t o further save cash. To
dat e, t he Board has sacrificed £80,000 of
salary
for 22,857,142 new
ordinary shares at a price of 0.175 pence
issued in December 2023 and a furt her
issue of new ordinary shares t o be made at
t he end of M arch.
Follow ing t he year end, Director opt ions
over 54 million options w ere cancelled on
20 Oct ober 2023 as part of our efforts t o
fully align w it h shareholders amid t he
challenging
condit ions.
market
Furthermore a placing t o raise £585,000 at
0.3 pence per ordinary share w as
announced earlier
t his mont h w it h
set t lement scheduled for 8 April 2024.
This
significant
achievement for ECR, coming at a more
t han 70 per cent. premium t o our raise in
Sept ember 2023. Import antly, w e are now
fully funded for our 2024 explorat ion
programme.
fundraising
is
a
Since my arrival in Sept ember 2023, w e
have int roduced addit ional measures t o
preserve cash going
forw ard. M ost
recently, and aft er t he year end, we
successfully sold a drilling rig and an
excavat or for a combined considerat ion of
A$420,000 (w it h payment s for t he rig
being spread over nine mont hs), ECR also
ow ns a property at Brew ing Lane,
Springmount (w it hin t he Cresw ick licence
area), on w hich t he Group is in t he process
of obt aining planning perm ission for a
t he
resident ial house pending putt ing
propert y up for sale. For a m odest out lay,
w e believe t hat , w it h planning permission,
t he land value should increase and, equally
im portant ly, so w ill t he likely audience of
buyers.
Despit e t he challenges t hrow n at ECR
during 2023, w e have significant ly
advanced t he value of our asset s across
t he group and, hopefully, as shareholders
w ill observe, our pace of activit y has
accelerat ed int o 2024. We have made a
ECR M inerals plc | Annual Report 2023
7
CHAIRM AN’S REVIEW
increasing
re-energise our
t o
conscious effort
invest ment case and activit y levels are high
– and reflect ed
t rading
in
volumes on t he st ock exchange – so w e
believe t hat w e have much t o look forw ard
t o in t he coming year. It is im portant t o
me, and my fellow direct ors, t hat our
fully aligned w it h
Board
shareholders t hrough our salary sacrifice
and
t o
part icipating w it h you all as w e aim t o
t o our
t ransformat ive value
deliver
shareholders in the coming year.
I very much
is now
forw ard
look
st reamline operations and cost s, w hile
adding value t o ECR’s key asset s going
forw ard. I look forw ard t o reporting back
t o you w it h furt her progress.
Nick Tulloch
Chairman
31 M arch 2024
Finally, my t hanks t o our shareholders for
support ing us. I hope w e can offer you
furt her cause for opt imism as w e seek t o
ECR M inerals plc | Annual Report 2023
8
is based
Tang, Non-Execut ive Direct or, is based in
Canada, Dr Trevor George Davenport, is
based in Guernsey and Andrew Scot t, Non-
in New
Executive Director,
Zealand. M ike, Whit low, COO, is based in
Cyprus. The corporate st ruct ure of t he
Group reflect s it s present and hist orical
activit ies and t he requirement , w here
appropriat e, t o have incorporat ed ent it ies
in part icular count ries.
STRATEGIC REPORT
STRATEGIC REPORT
For the period ended 30 September 2023
The Direct ors of t he Company present
t heir St rategic Report for t he year ended
30 Sept ember 2023.
Principal Activities
The principal activit y of t he Group is t he
ident ification, acquisit ion, explorat ion and
development of mineral project s. The
principal activit y of t he Company is that of
a holding company for it s subsidiaries and
other
invest ment s, alt hough project
development activit ies may also be
undertaken direct ly. Whilst t he Group’s
hist orical focus has been on gold, as is it s
considers
current
it
opport unit ies
mineral
commodit ies.
also
ot her
focus,
in
The main current area of act ivit y is Cent ral
Vict oria
and Nort hern Queensland,
Aust ralia.
Future Developments
The Group w ill cont inue t o seek t o advance
and add value t o it s project s t hrough
explorat ion activit ies, and, in addit ion, is
actively considering potent ial t ransactions
in relat ion t o certain of it s project s, w hich
may create value for t he Company and it s
shareholders.
The Group also cont inues
t o review
pot ent ial new project s on a highly select ive
basis, w it h a concent rat ion on precious,
base and strat egic met als.
Organisation Review
The Company is incorporat ed in England
but operat es in ot her count ries t hrough
cont ract ual
foreign
arrangement s. Nick Tulloch, Chairman, is
based in t he Unit ed Kingdom, w hile David
subsidiaries and
The Com pany has a w holly ow ned
Aust ralian subsidiary, M ercat or Gold
Aust ralia Pt y Ltd (“ M GA” ), w hich has
accumulat ed some A$75 million t ax losses
from it s past t rading and is t herefore a
suit able vehicle
fut ure profit
in
generat ive activit ies of
Aust ralia. M GA it self has a w holly ow ned
Aust ralian subsidiary, M ercat or Gold
Holding Pt y Lt d.
t he Group
for any
The Company also has a second w holly
ow ned Aust ralia subsidiary named Lux
Explorat ion Pt y Lt d.
The Group’s activit ies in t he Philippines
w ere administ ered t hrough a 90 per cent .
in a Philippines
majorit y shareholding
company, Cordillera Tiger Gold Resources,
Inc. but, as explained in t he Chairman’s
Report , t he Group has concluded t hat it
has no significant influence or cont rol in
respect of it s Philippines asset s.
ECR M inerals plc | Annual Report 2023
9
STRATEGIC REPORT
in w hich activit ies
The Direct ors aim t o ensure t hat t he Group
operates w it h as low a cost base as is
pract ical in order t o m axim ise t he amount
spent on mineral explorat ion and
development,
t he
expert ise and experience of t he Direct ors
t he Group are
and consult ant s of
employed t o add value t o t he Group’s
project s. The
various
consult ants are ut ilised t o meet t he needs
of t he Group in respect of t echnical and
other act ivit ies.
services
of
capit al
raisings,
The Group’s activit ies are financed t hrough
periodic
principally
t hrough t he placement of t he Company’s
ordinary shares. As t he Group’s project s
become more advanced, ot her forms of
finance appropriat e
t he st age of
developm ent and pot ent ial of each project
may be considered.
t o
Financial & Performance Review
The Group’s ongoing act ivit ies are solely in
mineral explorat ion and development. It is
not in product ion at any of it s current
project s and t herefore has no revenue.
t o shareholders of
For t he year t o 30 Sept ember 2023, t he
Group recorded a t ot al comprehensive loss
t he
at tribut able
Company of £1,772,670, an
increase
compared w it h £2,272,658 for t he year t o
30 Sept ember
largest
cont ributor t o t he t otal comprehensive
loss w as the administ rat ive expenses.
2022.
The
The Group’s net assets as at 30 Sept ember
2023 w ere £5,012,403 in comparison w it h
£5,849,083 at 30 September 2022.
Exploration activit y t ook place in both
Cent ral Vict oria and Nort hern Queensland,
Aust ralia during t he year t o 30 Sept ember
2023, as discussed in t he Chairman’s
Report. Capit alised explorat ion asset s are
valued in t he Consolidat ed St atement of
Financial Posit ion at cost ; t his value should
not be confused w it h t he realisable value
of t he relevant project s or be considered
t o det ermine t he value accorded t o t he
project s by t he st ock market , w hich in bot h
cases may be considerably different .
Strategy and Business M odel
mineral
project s
The Group’s st rat egy is t o locate and
acquire
w hich
demonst rat e good prospect ivit y. The
Directors select t hese project s aft er a
t horough and crit ical appraisal. This is
needed as in general, across t he indust ry
as a w hole, t he percentage of mineral
explorat ion and development project s
w hich go on t o become fully operational
and producing mines is relat ively low .
Aft er acquiring an int erest in a project, t he
st rategy is t hen t o leverage t he Group’s
commercial experience and access
t o
t echnical expert ise t o explore and furt her
develop t he project , and in doing so t o
t he
create value
Company’s shareholders. Decisions can
t hen be made at appropriat e t imes as t o
w het her t o cont inue t he project int o
production, ent er int o a joint venture w it h
anot her company, or sell t he project
out right .
t he benefit of
for
Where a project has been disposed of, t he
proceeds of t hat disposal w ill usually be
reinvest ed in new project s. In t he case of
very significant proceeds from a disposal,
t he Direct ors w ould also
consider
dist ribut ions t o shareholders.
The Group’s business model is t o be an
efficient and successful explorer and
developer of mineral deposit s.
The right s t o carry out t hese activit ies may
be acquired t hrough t he receipt by t he
t he relevant
Group of
aut horit ies, or by negot iat ing t o acquire
right s from exist ing ow ners. The Group w ill
licences
from
ECR M inerals plc | Annual Report 2023
10
ECR wit h some excellent gold grades and
again a det ailed underst anding of t he
narrow vein geology of t he region, w hich is
sim ilar in many w ays t o t he Ballarat gold
mine locat ed direct ly sout h.
financial
resources.
End of year cash balance and at t ribut able
cash resources
This KPI is of crit ical im portance as it is a
prime indicat or of w het her t he Group has
The
sufficient
t o
t ake all necessary st eps
Directors
minimise
t he rat e of cash burn on
overheads (commensurate w it h ensuring
t he Group’s qualit y st andards,
t hat
including it s human resources, are not
compromised and t hat it has adequat e
resources, bot h human and ot herw ise, t o
carry out it s activit ies). The Group held
£82,462 of cash and cash equivalent s at 30
Sept ember 2023, versus £842,889 at t he
t he year. The Direct ors
beginning of
consider t he performance of t he Group in
t his regard t o be in line w it h t he activit ies
required
t he Group’s w ork
t o
programmes.
fulfil
Operating Review
As explained above, t he Group’s current
physical operations are located in Cent ral
Vict oria
and Nort hern Queensland,
Aust ralia. The Group’s 90% int erest over it s
former project in t he Philippines is no
longer considered t o have any value and is
no longer consolidat ed in it s account s.
STRATEGIC REPORT
generally seek t o acquire such right s for
low init ial payment s, w it h any furt her
amounts paid lat er depending on t he
success of t he project . This enables t he risk
inherent t o t he Group’s activit ies t o be
somew hat mit igat ed.
in
The business model is put int o pract ice by
t he Direct ors
conjunct ion w it h
consult ant s as required, bot h in t he UK and
overseas. In t his w ay, overheads are kept
as low as possible and t he flexibilit y of t he
Group can be maint ained.
Key Performance Indicators (“KPIs”)
KPIs w hich apply in t radit ional business
models are generally not relevant t o
mineral explorat ion and developm ent
companies w hich, for example, t ypically
have lit t le or no product sales.
The Board has previously ident ified some
key KPIs w hich are considered of
relevance. These are det ailed below .
Project development
The Group report s t he achievement of
explorat ion and development
t arget s,
including result s of explorat ion, definit ion
of explorat ion t arget s, and reporting of
mineral resources and mineral reserves,
using int ernat ionally recognised protocols.
Not able outcomes of explorat ion w ork
during t he year included a significant
cross-section of gold grades and a detailed
understanding of t he geology t hat have in
t urn ident ified furt her t arget s across t he
HR3 area at Bailieston. Follow ing t he year
under review , subsequent result s from soil
sample
indicate development
potent ial for Lolw orth.
t esting
The int ensive drilling and soil sampling
campaign at Cresw ick has also provided
ECR M inerals plc | Annual Report 2023
11
STRATEGIC REPORT
Section 172(1) Statement
In accordance w it h t he Companies Act 2006 (as amended by t he Companies (M iscellaneous
Reporting) Regulat ions 2018) t he Direct ors set out below how t hey have had regard t o t he
requirement s of section 172(1) of t he regulat ions. The Directors have acted in a w ay t hat t hey
considered, in good fait h, t o be most likely t o promot e t he success of t he Company for t he
benefit of it s st akeholders. We ensure t hat t he Annual Report disclosures give a fair, balanced
and understandable assessment of the Company’s posit ion and prospect s.
We set out below informat ion about all our key st akeholder groups, explaining how w e
engage and strive to develop collaborative relat ionships.
To demonst rat e t he decision-making process and how t he Directors have considered t he
mat t ers in sect ion 172(1) of t he Act w hen making t hose decisions, t he t able below includes
some examples of decisions m ade during t he course of t he year, t he st akeholders impacted,
point s considered and t he out come of t he decisions. The Board’s act ions and act ivit ies have
cont inued t o flow from (and support ) our longer-t erm st rat egic planning direction.
Board Decision
Stakeholders
Considerations
Outcome
Ensure sufficient
funding t o support
cont inuing business
activit ies
Shareholders
Cust omers
Employees
Suppliers
Long t erm funding
t hat is sufficient t o
develop and
est ablish our brand
Career development
and progression
Employees
The Company’s
business is reliant
on t he skills and
abilities of it s
employees.
One fundraising w as
complet ed in
December 2022 and
condit ional
fundraise in
Sept ember 2023
w hich w as approved
in Oct ober 2023
t oget her for a
furt her placing of
new ordinary shares
in M arch 2024 w ill
meet fut ure planned
and foreseeable
business
requirement s.
Visibilit y of job
opport unit ies as
appropriat e.
Em ployees are
provided w it h
access to w ebinars,
sem inars and ot her
w rit t en mat erials to
cont inually develop
t heir skills and
know ledge of the
Company’s indust ry.
ECR M inerals plc | Annual Report 2023
12
STRATEGIC REPORT
The Board has ident ified t he follow ing key st akeholders: Shareholders, Em ployees, Suppliers
and Cont ract ors.
Our shareholders
The Board seeks t o protect shareholders’ int erest s at all t imes by operating in accordance
w it h t he corporate governance arrangement s set out above, and by ensuring t hat each Board
decision is t aken w it h due regard t o t he int erest s of shareholders as a w hole. In addit ion t o
making appropriat e new s releases and publishing financial reports, t he Direct ors encourage
communicat ion w it h shareholders at annual general meet ings and by part icipat ing in invest or
present ations, Q& A sessions and via social media.
We seek t o ensure t hat our long-t erm st rat egy is aligned w it h t heir int erest s and t o explain
how w e aim t o deliver sust ainable grow t h and maximise t he grow t h potent ial of t he business.
On page 21 w e set out in furt her det ail how t he Company complies w it h principle 2 of t he
QCA (meet ing shareholder needs and expect at ions).
Our employees
The Group seeks t o remunerat e it s employees fairly, offers flexible w orking arrangement s
w here pract ical and encourages employees t o gain exposure t o all aspects of t he Group’s
business. The Group gives full and fair considerat ion t o applicat ions for employm ent received
regardless of age, gender, colour, et hnicit y, disabilit y, nat ionalit y, religious beliefs,
t ransgender st atus or sexual orient ation. It considers t he int erest s of employees w hen making
decisions and w elcomes suggest ions from employees which have t he potent ial t o im prove t he
Group’s perform ance.
Our suppliers and cont ract ors
Long-t erm part nerships, w it h consist ent ly reliable suppliers t hat comply w it h all applicable
t rading st andards, meet our agreed service levels, and help us t o achieve our corporat e
object ives are im portant t o t he Group, and w e cont inue t o w ork t o develop t hese ongoing
relat ionships. Our supplier selection process is rigorously review ed by the Board on a regular
basis. We seek t o ensure t hat each supplier adheres t o appropriat e st andards of t rade and
w herever possible w e im plement and monit or service levels.
The Board recognises t he im portance of maint aining t he goodw ill of it s cont ract ors,
consult ant s and suppliers, and encourages t his t hrough fair dealings. The Group has a prompt
payment policy and seeks t o ensure all liabilit ies are sett led w it hin t he t erms agreed wit h t hat
supplier.
ECR is opposed t o slavery and human t rafficking w it hin it s operations and t he supply chain w e
ut ilise and w ill not know ingly support or do business w it h any organisat ion involved in slavery
or human trafficking or that ot herw ise may infringe human right s.
Our t ax policy
ECR has a clear t ax st rategy t hat guides our approach t o t ax payment s and underpins our
values as an organisat ion. We believe in acting w it h int egrit y, honesty and t ransparency t o
ensure t hat t he organisat ion is correctly calculat ing t ax payment s, int erpret ing t he t ax rules
in good fait h and paying monies in a tim ely manner as required. The organisat ion secures tax
ECR M inerals plc | Annual Report 2023
13
STRATEGIC REPORT
advice as required t o inform our approach and t axation calculat ions and w ill t ake addit ional
expert advice if required t o ensure t hat t hese payment s are accurat e. The Board is informed
and support s t he organisat ion’s t ax strat egy and approach.
On page 21 w e set out in furt her det ail how t he Company complies w it h principle 3 of t he
QCA (how w e take int o account w ider st akeholder and social responsibilit ies).
The Direct ors of ECR M inerals plc regularly review t he risks and uncert aint ies t o w hich t he
Group is exposed and seek to ensure that t hese risks and uncert aint ies are, as far as possible,
minimised. The Directors have ident ified t he principal risks and uncert aint ies facing t he Group
and t hese are set out below :
Principal risks and uncertainties
Risk description
Risk management
Exploration risk
M ineral explorat ion is, by it s nat ure, speculat ive, and
as ment ioned earlier t he number of such project s
w hich develop int o mining operations is relat ively
is no certaint y
low . There
t he Group’s
explorat ion project s can be economically exploit ed
and no cert aint y t hat t his w ill enhance shareholder
value. If t he Direct ors ult imat ely decide t hat a
t hat
Development Risk
Commodity Prices
prospect has no economic fut ure and t hey are unable
t o sell it on, t he cost s incurred t o dat e w ould be
w rit t en off in t he Consolidated Income St atement in
t he year in w hich t he decision t o discontinue
explorat ion operat ions is made.
All mineral explorat ion and developm ent project s
t o delays and/ or unforeseen
may be subject
from bad w eat her, nat ural
difficult ies arising
disast ers, non-availabilit y or delayed availabilit y of
licences or permit s, changes in t he t erms on w hich
key licences or permit s are available, commissioning
of operations, and t he raising of finance, among ot her
factors. The risk of delays and unforeseen difficult ies
is mit igat ed w hen pract ical and legal t o do so.
How ever, t he risk remains t hat such factors may
render a project unfeasible, or not economically
feasible.
Changes in t he spot and forw ard prices of t he
relevant mineral commodit y can affect t he economic
viabilit y of a project at any st age in it s life cycle.
Resource Risk
M ineral deposit s are evaluat ed by t heir size, grade
and by ot her paramet ers, and mineral resources and
ECR M inerals plc | Annual Report 2023
14
STRATEGIC REPORT
M ining & Processing Technical
Risk
Environmental Risks
Financing Risk
Partner Risks
Political & Regulatory Risk
reserves are t ypically calculat ed in accordance w it h
codes.
accepted
level of
Nevert heless,
and
is alw ays some
indust ry
t here
st andards
uncert aint y in t he underlying assumpt ions. The Board
keeps t hese assumpt ions under const ant review and
adjust s
st rat egy
accordingly.
t he Group’s
development
Variat ions can occur unexpect edly in t he t echnical
paramet ers of a project and can considerably alt er it s
economic viabilit y, despit e t he Direct ors t aking as
many precaut ions (such as confirm at ory drilling,
met allurgical t est w ork and feasibilit y st udies) as is
sensible.
Changes in legislat ion and t he risk of environmental
damage can give rise t o unplanned environment al
liabilities or t hreaten t he cont inuit y of a project at any
st age in it s life cycle. The environment al paramet ers
of all project s are considered carefully so as t o
minimise these risks.
This arises w hen despit e it s best efforts t he Group
finds it self unable to raise t he requisit e finance on it s
optim al t imescale, or at all. As a result , project
development may be eit her delayed or suspended
pending t he raising of finance, and t he lack t hereof
may t hreaten t he right s of t he Group in t he event the
Group is unable t o meet it s commit ment s.
The Direct ors aim t o plan far enough ahead t o ensure
an orderly t iming of finance raising activit ies in order
t o ensure, as far as practical, t hat t he Group has
sufficient liquidit y t o enable project s t o proceed as
planned.
Any joint vent ure arrangement cont ains an elem ent
of counterpart y risk, part icularly as t o t he financial
st atus of t he joint vent ure part ner or t o it s level of
participat ion in t he joint vent ure, and t hese issues
can ult imat ely lead to the failure of t he joint vent ure.
There is a need t o maint ain good w orking relat ions
w it h t he Group’s joint vent ure partners and t o
monit or t heir involvem ent and financial condit ion on
a regular basis.
This t akes many forms and can exist in developed
countries (enhanced environment al requirement s,
changes in t axation, et c.) as w ell as less developed
ECR M inerals plc | Annual Report 2023
15
STRATEGIC REPORT
Internal Control & Risk
M anagement
countries (civil unrest, government expropriat ion of
mineral asset s, corruption et c.). Risks of t his nat ure
have affected t he Company’s int erest in t he Danglay
gold project in t he Philippines, w here uncert aint y
regarding government policy t ow ards t he mining
sect or cont inues
t he
development of t he indust ry.
t o act as a brake on
The Direct ors are responsible for t he Company’s
int ernal cont rol syst ems. Whilst no syst em can give
absolut e assurance against mat erial
loss or
misst atement , t he Group’s processes are designed,
limit ed number of
w it hin
personnel employed,
reasonable
assurance t hat issues are ident ified and dealt w it h in
a tim ely manner.
t he confines of t he
t o provide
The on-going financial performance of t he Group is
monit ored regularly, risks are ident ified and w here
necessary adjustment s are made as early as is
possible. The Board, subject
t he necessary
shareholder aut horit y, regularly review s capit al
invest ment , project acquisit ions and disposals,
borrow ing facilit ies (if any), insurance and any
guarant ee arrangement s.
t o
Financial Risk M anagement Objectives and Policies
The Group does not present ly hold any forw ard or hedge posit ions in eit her currency or
minerals. Current ly t hese are not deemed necessary, but t his is review ed from tim e to time.
There is inherent risk in operating bet w een different currencies, principally GBP and AUD,
and t he Board monit ors and review s t his exposure on a regular basis.
The Board recognises t he Group’s exposure t o liquidit y risk and t hat t he Group’s abilit y t o
cont inue it s operat ions is dependent on it having or acquiring sufficient cash resources. The
Board cont inually monit ors t he Group’s cash posit ion and may realise all or part of t he
Group’s invest ment s in order t o maint ain t he abilit y of t he Group t o m eet it s obligat ions as
t hey fall due.
The location of t he Group’s principal activit ies is current ly in Aust ralia and it s corporate base
is in t he Unit ed Kingdom. These locations are considered st able w it h advanced economic and
legal infrast ruct ures.
Further det ails of t he Group’s financial risk management object ives and policies are set out
in Not e 18 t o t he financial st atement s.
Forw ard Looking St at ement s
This Annual Report & Account s 2023 may include forw ard looking st at ement s. Such
st at ement s may be subject t o a number of know n and unknow n risks, uncert aint ies and
ECR M inerals plc | Annual Report 2023
16
STRATEGIC REPORT
other fact ors t hat could cause act ual result s or event s t o differ mat erially from current
expect at ions. There can be no assurance t hat such st at em ent s will prove t o be accurat e and
t herefore act ual result s and fut ure event s could differ mat erially from t hose ant icipat ed in
such stat ement s.
Accordingly, readers should not place undue reliance on forw ard looking st atement s. Any
forw ard-looking st atement s cont ained herein speak only as of t he dat e hereof (unless st at ed
otherw ise) and, except as may be required by applicable law s or regulat ions (including t he
AIM Rules for Companies), t he Company and t he Group disclaim any obligat ion t o update or
modify such forw ard-looking st atement s as a result of new informat ion, fut ure event s or for
any other reason.
Event s aft er the report ing period
Subsequent event s t o t he reporting period are set out in Note 21.
Going concern
Aft er making enquiries, t he Direct ors have a reasonable expectat ion t hat t he Group has
adequate resources t o cont inue in operat ional exist ence for t he foreseeable fut ure. Furt her
det ails are given in Not e 2 t o t he Financial St atem ent s. For t his reason, t he Direct ors
cont inue to adopt t he going concern basis in preparing t he financial st at ements.
How ever, t he Company is current ly financed t hrough invest ment by it s shareholders and, as
t here can be no certaint y t hat required cash can be readily raised from fut ure financings,
t here rem ains a mat erial uncert aint y t hat may cause significant doubt about t he Group t o
cont inue as a going concern. The audit ors have made reference t o going concern by w ay of
a mat erial uncert aint y w it hin t heir audit report .
Donations
The Company made no polit ical or charit able donat ions during t he period alt hough, during
t he year, a very small number of product s w ere donat ed to charit able causes.
ON BEHALF OF THE BOARD
Nick Tulloch
Chairman
31 M arch 2024
ECR M inerals plc | Annual Report 2023
17
REPORT OF THE DIRECTORS
REPORT OF THE DIRECTORS
For the period ended 30 September 2023
The Direct ors of ECR M inerals plc (t he ‘Company’ and t he ‘Group’) present t heir annual report
and audit ed financial st atement s for the year to 30 Sept ember 2023.
Principal activity
A full review of significant mat t ers, including likely fut ure development s, is cont ained in t he
Chairman’s Report and t he St rat egic Report.
Det ails of significant event s aft er t he reporting dat e are also disclosed in Not e 21 t o t he
financial st atement s.
Results and dividends
The result s for t he year are set out in t he Consolidat ed Income St atement . No dividend is
proposed in respect of t he year (2022: nil). The Group loss for t he year of £1,772,670 (2022:
loss of £2,614,873) has been t aken t o reserves t oget her w it h t he ot her comprehensive income
and loss.
Directors
The Direct ors w ho served at any t ime during t he period w ere:
Directors
Nick Tulloch
David Tang
Trevor Davenport
Andrew Scot t
Adam Jones*
* Resigned 23 January 2024
Chairman
Non-Execut ive Director
Non-Execut ive Director
Non-Execut ive Director
Appointed
15 Sept ember 2023
3 August 2017
1 Oct ober 2021
24 January 2022
Chief Geologist
16 December 2020
Det ails of t he Direct ors’ int erest s in t he shares in t he Company are set out in t he Direct ors’
Remunerat ion Report on page 40.
Under t he Company’s Art icles of Associat ion, at every annual general meet ing of t he
Company, any Direct or w ho has been appoint ed by t he Board since t he dat e of t he last annual
general meet ing or:
w ho held office at t he t ime of t he t w o preceding annual general meet ings and did not
ret ire at eit her of t hem; or
w ho has held office w it h t he Company as a non–execut ive Direct or (t hat is, he has not
been employed by t he Company or held executive office) for a cont inuous period of
nine years or more at t he dat e of t he meet ing,
shall retire from office and may offer himself for elect ion/ re–elect ion by the members.
Total Directors’ emolument s are disclosed in Not e 6 t o t he financial st atement s and det ails of
t he share opt ions grant ed t o Direct ors are disclosed below .
ECR M inerals plc | Annual Report 2023
18
REPORT OF THE DIRECTORS
The Direct ors w ill comply wit h Rule 21 of t he AIM rules and t he M arket Abuse Regulation
relat ing t o Directors’ dealings and w ill t ake all reasonable st eps t o ensure compliance by t he
Group’s applicable employees.
Directors’ indemnities
The Company had in force during t he year and has in force at t he dat e of t his report a
qualifying indemnit y in favour of it s Direct ors against t he financial exposure t hat t hey may
incur in t he course of t heir professional duties as Direct ors and officers of t he Company and/ or
it s subsidiaries.
Auditor
PKF Lit tlejohn LLP has expressed it s w illingness t o cont inue in office as audit or of t he Company
and a resolut ion t o confirm t he appoint ment w ill be proposed at t he forthcoming annual
general meet ing.
Annual General M eeting
The annual general meeting of t he Company w ill be held at 11.00 am on 23 April 2024 at
Hurlingham St udios, Ranelagh Gardens, London SW6 3PA, Unit ed Kingdom. Not ice of t he
annual general meet ing is set out at t he end of t his Annual Report .
Nick Tulloch
Chairman
31 M arch 2024
ECR M inerals plc | Annual Report 2023
19
CORPORATE GOVERNANCE STATEM ENT
Corporate Governance Statement
The Board is commit ted t o t he principles of
good corporat e governance and
t o
maint aining high st andards and best
pract ice of corporate governance. The
direct ors have act ed t o develop corporat e
governance pract ices w hich are suit able
for t he size and nat ure of t he Company and
w hich have been direct ed by t he Quoted
Companies Alliance Corporate Governance
Code (2018 Edit ion) (t he ‘‘QCA Code’’).
ECR aims t o conduct it s business in an
open, honest and et hical manner. The
Board is accountable t o shareholders for
good corporat e governance and has
adopt ed t he procedures set out below in
t his regard.
from
The direct ors also not e t hat companies are
increasingly encouraged t o provide det ails
on t heir w ebsit e and in their annual report
of t he recognised corporate governance
code t hat t he Company has decided t o
apply, how it complies w it h t hat QCA Code
t his an
it departs
and, w here
explanat ion of t he reasons for doing so. To
t he ext ent t hat ECR departs from any of
t he provisions of t he QCA Code it w ill
endeavour t o provide det ails on it s w ebsit e
or ot herw ise, and as appropriat e. The
Chairman is responsible for leading t he
Board t o ensure t hat ECR has in place t he
st rategy, people, st ruct ure and cult ure t o
deliver value t o shareholders and ot her
st akeholders of t he Company over t he
is
medium
conscious t hat t he corporat e governance
environment is const ant ly evolving and t he
it
chart ers and policies under w hich
operat es
t o be
monit ored and amended from t ime t o
t ime.
it s business cont inue
t erm. The Board
long
t o
The QCA Code is based on t en principles
t hat focus on t he pursuit of medium t o
long t erm value for shareholders. The QCA
has st at ed w hat
t o be
for grow ing
appropriat e arrangement s
it considers
t hrough
t he principles
companies and asks companies t o provide
t hey are
an explanat ion about how
meet ing
t he
prescribed disclosures. The direct ors have
considered how w e apply each principle t o
t he ext ent t hat t he Board judges t hese t o
be appropriat e in view of t he Com pany’s
size, st rategy, resources and st age of
development, and below have provided an
explanat ion of t he approach t aken in
relat ion to each.
The Board considers t hat t he Company has
complied w it h all of t he provisions of t he
code including, during t he year, carrying
out it s ow n assessment of t he Board’s
performance.
This stat ement w as review ed on 17 M arch
2024 and w ill be review ed and updat ed at
least annually.
Principle 1 - Establishing a strategy and
business model to promote long-term
value for shareholders
The Board has set out t he vision for ECR for
t he short t o medium t erm. The Board is
responsible for formulat ing, review ing and
approving
st rategy,
t he Company’s
budget s and corporat e act ions. The
Company holds Board meet ings at least six
t imes each financial year and at various
ot her t im es, as and w hen required. The
Company’s business model and st rat egy is
reviewed and updated on a regular basis
and
t he grow t h and
line w it h
development of ECR.
in
ECR M inerals plc | Annual Report 2023
20
CORPORATE GOVERNANCE STATEM ENT
Risk assessment and evaluat ion is an
essent ial part of t he Company’s planning
and an important aspect of the Company’s
int ernal cont rol syst em. The Company
st rives
st rong w orking
relat ionships wit h
it s part ners and
suppliers in it s various operating locations
t o manage and mit igat e t he operat ional
risks.
t o develop
t o operating a
We are commit ted
sust ainable
t o
business
incorporat e Environment al, Social and
fut ure
aspect s
Governance
opportunit ies review ed.
plan
and
all
t o
Principle 2 - Seek to understand and meet
shareholder needs and expectations
ECR has est ablished a Board w it h
experience in understanding t he needs
and expectat ions of it s shareholder base. It
professional
supplement s
t his w it h
advisors
relat ions,
corporate/ financial adviser, legal counsel
and brokers w ho provide advice and
recommendat ions in various areas of it s
communicat ions w it h shareholders.
including
public
responsible
The Com pany’s Chief Operat ing Officer,
M ike Whit low ,
for
is
liaison. He holds regular
shareholder
meet ings wit h major shareholders
t o
maint ain a dialogue bet w een t he Company
and it s invest ors. Privat e invest or event s
and invest or roadshow s are organised by
t he Company’s brokers and public
relat ions consult ants, w here t he Chief
Operating Officer and at
t imes ECR’s
Directors meet w it h current (and potent ial
fut ure) shareholders and brokers
t o
update them on t he Company’s progress.
receives
The ent ire Board
feedback
follow ing t hese meet ings and any issues
raised are discussed. By keeping open and
it can consider
t ransparent dialogue
mat t ers and discuss w it h shareholders in a
posit ive and const ruct ive w ay.
The Chairman and
Direct ors are available
shareholders if required.
t he Non-Execut ive
t o meet w it h
Annual general meet ings are held, w hich
all members have t he right t o at tend, and
during each annual general meet ing, t ime
is set aside specifically t o allow quest ions
from at tending members t o be addressed
t o the Board. As t he Company is too small
t o have a dedicat ed invest or relat ions
department , t he COO is responsible for
reviewing all communicat ions received
from members and det ermining t he most
appropriat e response. In addit ion t o t hese
t o
passive measures,
engage wit h members t hrough invest or
show s once or t w ice each year.
t he COO plans
All Directors receive regular indust ry and
peer updates, t o enable t hem t o keep
current on issues relevant to the Company
and it s shareholders.
ECR also engages w it h it s shareholders
t hrough it s w ebsit e, w hich is designed t o
t o
informat ion
t o provide
be a hub
shareholders, and via
t he posting of
regular updates t o t he market on t he
Regulat ory New s Service. The Company
maint ains a cont act form on it s w ebsit e
w hich invest ors can use t o cont act t he
Company. This
is prominent ly
form
t he Com pany’s w ebsit e
displayed on
t oget her w it h it s address and phone
number.
Principle 3 - Take into account wider
stakeholder and social responsibilities
and
long-term
success
implications
their
for
In addit ion t o it s members, t he Company
it s main st akeholder
recognises
groups are it s employees, consult ant s and
cont ract ors, and t he communit ies and
t hat
ECR M inerals plc | Annual Report 2023
21
CORPORATE GOVERNANCE STATEM ENT
t ime
t he
government al aut horit ies w here
Company and it s subsidiaries operate.
Where necessary, t he Company dedicat es
significant
t o understanding and
acting on t he needs and requirement s of
each of t hese groups. Board members
assess t he needs and requirement s of t he
Company’s st akeholders as and w hen they
int eract w it h each st akeholder group,
usually t hrough meet ings and dialogue,
and mat t ers are t hen be raised at Board
level for appropriat e action.
The Company’s employees are one of t he
most im port ant st akeholder groups and
t he Board recognises t he need for t w o-w ay
communicat ion w it h t he w orkforce. The
small size of t he Company means t hat t he
Directors and senior managers are
relat ively accessible t o all employees t o
provide and receive feedback.
t o
regard
corporat e
Wit h
social
responsibilit y, t he Board is aw are of t he
im pact t he activit ies of t he Company and
t he
it s subsidiaries may have on
communit ies in w hich t hey operate, and
aims to ensure this impact is posit ive.
ECR ensures that it conduct s business w it h
it s suppliers, and all st akeholders t hat are
involved or affect ed by
it s business,
according t o rigorous et hical, professional
and legal st andards w it h fairness and
int egrit y. This is embodied in our Ant i-
Corrupt ion and Bribery Policy. Feedback
from pot ential business part ners and t heir
customers is at present informal. The
Company will cont act cust omers, on an ad
hoc basis, and it w ill provide verbal
feedback w here necessary t o the Board.
ECR recognises it s responsibilit ies t o t he
environment and communit y in t he areas
in w hich it operates. The Company places
a high priorit y on operating
t o high
st andards of int egrit y and et hics and
operates in a socially responsible manner.
ECR w ill undertake a programme of
cont inuous im provement t o minimise any
direct or indirect environment al im pacts
t hat may be associat ed w it h it s business.
Principle 4
- Embed effective
risk
management,
both
opportunities and threats, throughout
the organisation
considering
The Com pany operat es in t he mineral
explorat ion and development sector,
w hich is generally high risk but can provide
except ionally
for
high
shareholders. ECR recognises t hat risk is
inherent in all of it s business activit ies. It s
risks can have a financial, operational or
reputat ional impact.
ret urns
of
syst em
Company’s
risk
The
ident ification, support ed by est ablished
governance cont rols, is being developed in
such a w ay t hat it w ill direct t he Company
on how it responds t o t he ident ified risks,
w hilst acting et hically and w it h int egrit y for
t he benefit of all it s st akeholders.
The Company’s key
procedures are being developed
include, amongst ot hers:
int ernal cont rols
t o
Priorit ised risk regist er - risks w ill be
evaluat ed t o est ablish root causes,
financial and non-financial impacts and
likelihood of occurrence. Considerat ion
of risk impact and likelihood w ill also be
t aken int o account t o det ermine w hich
of t he risks should be considered as a
principal risk. The effectiveness and
adequacy of mit igat ing cont rols w ill
If
t hen be assessed accordingly.
addit ional cont rols are required, t hese
are
responsibilities
assigned. The Company’s Board w ill be
responsible for monit oring t he progress
of actions t o mit igat e key risks. Key risks
w ill be reported t o t he Audit and Risk
Commit t ee and at least once a year t o
t he full Board;
ident ified, and
ECR M inerals plc | Annual Report 2023
22
CORPORATE GOVERNANCE STATEM ENT
Preparat ion of annual cash
flow
project ions for approval by t he Board
and ongoing review of expendit ure and
cash flow s;
Est ablishment of appropriat e cash flow
management and t reasury policies for
t he managem ent of liquidit y, currency
and credit risk on asset s and liabilit ies;
Regular management meet ings
operat ing
t o
financial
and
review
activit ies; and
Recruit ment of appropriat ely qualified
and experienced staff to key posit ions.
Principle 5 - M aintain the Board as a well-
functioning, balanced team led by the
Chair
The Board current ly comprises of one
executive
non-execut ive
direct ors.
t hree
and
const it ut ed
t he
The Company has
follow ing commit tees, each w it h formally
delegat ed duties and responsibilit ies set
out
t erms of
respective w rit t en
reference:
in
Audit and Risk Commit t ee; and
Nominat ion
Commit t ee.
and
Remunerat ion
t he
Dr Trevor Davenport,
senior
independent non-execut ive direct or, has
t he Audit and Risk
agreed
t o chair
Commit t ee and
t he Nominat ion and
Remunerat ion Commit t ee.
The Board is responsible for t he overall
leadership and effective management of
t he Company’s
t he Company, set ting
values and st andards, and ensuring
maint enance of a sound syst em of int ernal
control and risk management . The Board is
also responsible for approving Company
policy and it s strat egic aims and object ives
as w ell as approving t he annual operat ing
cont rolling
leading and
and capit al expendit ure budget s. The
Board support s the concept of an effect ive
Board
t he
Company and believes t hat it s members
have a w ell-est ablished cult ure of st rong
corporat e
int ernal
controls
t hat are appropriat e and
proport ional t o t he Com pany’s cult ure,
size, complexit y and risk.
governance
and
All direct ors bring a w ide range of skills and
int ernational experience t o t he Board,
w hich holds meet ings on a regular and
cont inuous bases. The Chairman
is
primarily responsible for t he w orkings of
t he Board and for t he running of t he
business and im plement at ion of the Board
st rategy and policy. The Chairman is
assist ed in t he managing of t he business on
a day-t o-day basis by t he Board, t he COO
and t he Company’s key advisors.
The Board has a formal schedule of regular
meet ings w here
it approves major
decisions and ut ilises it s expert ise t o advise
and influence t he business. The Board will
meet on ot her occasions as and w hen t he
business demands.
Board meeting attendance
M aximum
possible
at t endance
2
M eetings
at t ended
2
24
24
24
24
24
24
24
21
Nick
Tulloch
Weili
(David)
Tang
Dr Trevor
Davenport
Andrew
Scot t
Adam
Jones*
The t able above covers meet ings from 1 Oct ober
2022 to 30 Sept ember 2023
* Resigned 23 January 2024
ECR M inerals plc | Annual Report 2023
23
CORPORATE GOVERNANCE STATEM ENT
The Board is supplied w it h appropriat e and
t imely informat ion in order t o discharge it s
duties. The Board and it s commit tees are
supplied w it h full and t imely informat ion,
including det ailed financial informat ion, t o
enable t he direct ors t o discharge t heir
responsibilit ies. All direct ors have access
t o t he advice and services of t he company
secretary, w ho is responsible for ensuring
t hat Board procedures are follow ed, and
t hat applicable rules and regulat ions are
complied wit h. Independent professional
advice is also available t o direct ors in
appropriat e circumst ances.
It is the responsibilit y of the Chairman and
t he company secretary t o ensure t hat
Board members receive sufficient and
t imely informat ion regarding corporate
and business issues t o enable t hem t o
discharge their duties.
A det ailed agenda is est ablished for each
scheduled meet ing and appropriat e
document at ion is provided t o direct ors in
advance of t he meet ing. Regular Board
meet ings provide an agenda t hat w ill
include reports from t he Chairman, t he
COO, reports on t he performance of t he
business and current t rading, and specific
proposals w here t he approval of t he Board
is sought .
Division of responsibilities
At
t his
t he dat e of publicat ion of
st atement , t he role of Chairman is fulfilled
by Nick Tulloch, w ho is also t he sole
execut ive direct or on t he Board. Alt hough
noting t hat t his is a depart ure from t he
QCA Code, t he Board has considered t he
efficacy of t his and concluded t hat it is in
t he best int erest s of t he Company and it s
shareholders on the basis of:
The Company’s relatively small size
M r Tulloch’s involvement w it h both
t he UK and Australian offices
M r Tulloch’s prior
in
corporat e finance and know ledge of
corporat e governance; and
M r Tulloch being t he only director
resident in the UK.
career
expectat ion
As t he Company grow s in size, and has
access t o great er financial resources, it is
t he Board’s
t he
Company’s headcount w ill expand along
w it h it s management t eam. It may in due
course be appropriat e t o separat e t he
roles of Chairman and executive direct or at
a lat er dat e.
t hat
The Chairman
In accordance w it h t he Company’s Art icles
of Associat ion, at every annual general
meet ing one t hird of t he direct ors for t he
t ime being or, if t heir number is not a
mult iple of t hree, t he number nearest t o
but not exceeding one t hird, w ill ret ire
from office and offer t hemselves for
reappoint ment by
t he members. The
direct ors t o ret ire by rotat ion shall be
t hose w ho have been longest in office
or
since
reappoint ment by a general meet ing, but
for persons w ho w ere last appoint ed or
reappoint ed on t he same day, t hose t o
ret ire shall be decided by lot.
appoint ment
t heir
last
for
is responsible
t he
The Chairman
running of t he Company’s business for t he
delivery of t he st rat egy for t he Company,
leading t he management and/ or advisory
t eam and im plement ing specific decisions
made by
t o help meet
shareholder expectat ions. He also t akes
t he lead in st rat egic developm ent, by
formulat ing t he vision and strat egy for t he
Company.
t he Board
The Chairman reports t o each Board
meet ing on all mat erial mat t ers affecting
t he Company’s performance. Given t he
st ruct ure of t he Board, and not ing t he fact
t hat t he Chairman and senior executive
direct or roles are fulfilled by t he same
individual, t he Board believes t hat no
ECR M inerals plc | Annual Report 2023
24
CORPORATE GOVERNANCE STATEM ENT
individual can disproportionat ely influence
t he Board’s decision making.
leads
The Chairman also
t he Board,
ensuring const ruct ive communicat ions
bet w een Board members and t hat all
direct ors are able t o play a full part in t he
is
activit ies of
responsible for set t ing Board agendas and
ensuring t hat Board meet ings are effective
and t hat all direct ors receive accurat e,
t imely and clear information.
t he Company. He
in
The Chairman also support s t he Chief
t he effective
Operat ing Officer
communicat ion w it h shareholders and
ensures t hat t he Board understands t he
view s of major invest ors and is available t o
provide advice and support t o members of
t he executive t eam.
Non-execut ive direct ors
There are current ly t hree non-execut ive
direct ors. The role of t he non-execut ive
direct ors is t o underst and t he Company in
it s ent iret y and const ruct ively challenge
st rat egy and management performance,
set executive remunerat ion levels and
ensure an appropriat e succession planning
st rategy is in place. They must also ensure
t hey are sat isfied w it h t he accuracy of
financial informat ion and t hat t horough
risk management processes are in place.
The non-execut ive directors also assist t he
Board w it h issues such as governance,
int ernal cont rol, remunerat ion and risk
independent non-
management. No
execut ive directors are anticipat ed
t o
participat e in any share opt ion plans put in
place by t he Company.
Effectiveness
a)
Composit ion of t he Board
The Board consist s of four direct ors. Each
year
t he
t he Board w ill consider
independence and performance of each
non-execut ive direct or and w ill keep t he
market updated in accordance w it h t he
Code. The Board considers Dr Trevor
Davenport t o be t he senior independent
is not
non-execut ive direct or as he
involved in any execut ive capacit y, has no
other or mat erial business relat ionships
w it h t he Company and has no close family
or other business relat ionships w it h t he
Company or any of it s direct ors.
Non-execut ive direct ors are appoint ed for
an init ial term of t hree years.
To ensure t hat they clearly understand t he
requirement s of t heir role t he Company
has a let t er of appointment in place w it h
each non-execut ive direct or. Service
cont ract s w ill also be ent ered int o w it h any
executive
senior
execut ives as and w hen appropriat e and so
t hey can clearly understand t he
t hat
requirement s of t he role and w hat is
expected of them.
direct ors
and/ or
b)
Commit ment
Each direct or comm it s sufficient t ime t o
fulfil t heir duties and obligat ions t o t he
Board and t he Com pany. They at t end
Board meet ings and join ad hoc Board calls
and offer availabilit y for consult at ion w hen
needed. The cont ract ual arrangement s
bet w een t he direct ors and t he Company
specify t he minim um t ime commit ment s
w hich are considered sufficient for t he
proper discharge of t heir dut ies. How ever,
all Board members appreciat e t he need t o
commit addit ional t ime t o t he Company as
and w hen required.
Non-execut ive direct ors are required t o
disclose prior appointment s and other
significant commit ment s t o t he Board and
are required t o inform t he Board of any
changes t o t heir addit ional commit ment s.
Before accept ing new appointment s, non-
execut ive directors are required t o obtain
ECR M inerals plc | Annual Report 2023
25
CORPORATE GOVERNANCE STATEM ENT
approval from t he Chairm an and t he senior
independent non-execut ive direct or. It is
essent ial t hat no appointment causes a
conflict of int erest or im pacts on t he non-
executive direct or’s commit ment and t ime
spent w it h t he Company in t heir exist ing
appointment .
let t ers are available
Det ails of executive direct ors’ service
cont ract s and t he non-execut ive direct ors’
appointment
for
inspect ion at t he Company’s regist ered
office during normal business hours and
can be made available at t he AGM , on
request .
c)
Development
t o
All newly appoint ed direct ors are provided
w it h an induction programme w hich is
t ailored
t heir exist ing skills and
experience, legal updat e on directors’
duties and one on one meet ings w it h t he
other members of
t he Board and
management t eam. The Board is informed
of any mat erial changes t o governance,
law s and
t he
Company’s business.
regulat ions affecting
d)
Inform at ion and support
All direct ors have access t o t he advice and
services of t he company secretary and
each direct or, and each Board commit t ee
independent
member, may
professional advice at
t he Company’s
expense, subject t o approval and prior
not ificat ion being given t o t he ot her non-
execut ive direct ors and
t he company
secretary.
t ake
The appoint ment and removal of t he
company secretary is a mat t er for t he
Board as a w hole. The company secretary
is accountable direct ly
t he Board
t hrough the Chairman.
t o
Principle 6 - Ensure that between them
the directors have the necessary up-to
date experience, skills and capabilities
t echnical,
The individuals w ho have been appointed
t o t he Board have been chosen because of
t he skills and experience t hey offer. The
Directors are of the opinion t hat the Board
comprises a suit able balance of resource
sector,
financial, accounting,
legal and public market s skills as w ell as
experience of t he Board as a w hole and
t hat t he recommendations of t he QCA
Corporate Governance Code have been
im plement ed t o an appropriat e level. The
members of the Board at t he present t ime
are list ed earlier in t his annual report ,
t oget her w it h an out line of
t heir
experience, skills and personal qualit ies
relevant t o t he Company’s business.
The diverse experience and expert ise of
t he direct ors is int ended t o ensure t hat t he
Board has t he skills and capabilit ies t o
manage t he Company for t he benefit of
shareholders over t he medium t o long
t erm.
The direct ors keep t heir skillset s up t o dat e
as required t hrough t he range of roles t hey
perform w it h ot her companies and
considerat ion of t echnical and indust ry
updates by ext ernal advisors. The direct ors
receive regular briefing papers on t he
operat ional and financial performance of
t he Company from t he execut ives and
senior management .
The Company has no specific advisers t o
t he board ot her t han it s law yers and AIM
nominat ed adviser.
ECR M inerals plc | Annual Report 2023
26
CORPORATE GOVERNANCE STATEM ENT
Principle 7 - Evaluate board performance
based on clear and relevant objectives,
seeking continuous improvement
a)
Appoint ment s t o t he Board
individual t o ensure t hat t he level of
rew ard is aligned w it h respect ive
responsibilit ies
individual
contribut ions made t o t he success of
t he Company;
and
The Com pany has appoint ed a Nominat ion
and Remunerat ion Commit t ee.
An analysis of
t he Company’s
prospects and project s; and
responsible
The Comm it t ee
for
is
maint aining a Board of direct ors t hat is
diverse and has an appropriat e mix of
skills, experience and know ledge t o be an
effective decision-making body, ensuring
t hat t he Board is comprised of direct ors
t o
w ho
successful
contribut e
management of
t he Company and
discharge their duties having regard to the
law and t he highest st andards of corporat e
and
governance,
recommending Board candidat es
for
elect ion or re-elect ion and review ing
succession planning.
considering
t he
The Nominat ion and Remunerat ion
Commit t ee plans t o undertake a det ailed
select ion process as per
t he Group’s
recruit ment and diversit y st andards t o
appoint or re-appoint a direct or t o t he
t his process are
in
Board.
reference checks w hich
appropriat e
include but not
t o charact er
reference and bankruptcy t o ensure t hat
t he Board remains appropriat e for t hat of
a UK quot ed company.
Included
limit ed
b)
Evaluation of senior executives
Arrangement s t hat are planned t o be put
in place by t he Board, t o monit or t he
perform ance of t he Com pany’s execut ives,
include:
A
review by
t he Board of
t he
Company’s financial performance;
A review of feedback obtained from
including advisors
t hird part ies,
(w here applicable).
Informal evaluat ions of t he Chairman, COO
individual
and ot her senior persons
performance
business
overall
measures w ill be undertaken progressively
and periodically t hroughout t he financial
period.
and
t hat
t hat
is aw are
t he Board and
t he Code
The Board
it s
recommends
commit tees are evaluat ed on a yearly basis
and, during t he year, t he Chairman plans t o
organise for t he Direct ors t o carry out t heir
t he Board’s
ow n
performance.
assessment
of
Principle 8 - Promote a corporate culture
is based on ethical values and
that
behaviours
The Board seeks t o embody and promote a
corporat e cult ure t hat is based on sound
et hical values and behaviours, somet hing
w e see as being a cornerst one t o a st rong
risk management programme.
a)
Code of conduct
The Board acknow ledges t he need for
cont inued maint enance of t he highest
st andard of corporat e governance pract ice
and et hical conduct by all direct ors and
employees of the Company.
Annual
appraisal
performance
meet ings incorporat ing analysis of
key performance indicat ors w it h each
The Board w ill evaluat e and approve a
code of conduct for direct ors, officers,
cont ract ors, w hich
employees
and
ECR M inerals plc | Annual Report 2023
27
CORPORATE GOVERNANCE STATEM ENT
required
t he
t hat are
st andards of et hical
describes
behaviour
t o be
maint ained. The Company also plans t o
act ively promot e the open comm unicat ion
t he
of unet hical behaviour w it hin
organisat ion.
Com pliance w it h t he code of conduct is
envisaged as assist ing t he Company in
effectively managing it s operating risks
and meet ing it s legal and compliance
t he
obligat ions as well as enhancing
Company’s corporate reputat ion.
t he
The code of conduct describes
Com pany’s requirement s on mat t ers such
as confident ialit y, conflicts of int erest , use
informat ion, employment
of Company
law s and
pract ices, compliance w it h
regulat ions and
t he prot ect ion and
safeguarding of the Company’s asset s.
An employee w ho breaches t he code of
conduct may face disciplinary act ion. If an
employee suspect s t hat a breach of t he
code of conduct has occurred or w ill occur,
he or she must report t hat breach t o t he
Chairman or t he senior independent non-
executive direct or, via a confident ial
“ Whist le Blow ing” process. No employee
w ill be disadvant aged or prejudiced if he or
she reports in good fait h a suspected
breach. All reports w ill be invest igat ed,
acted upon and kept confident ial.
b)
Creat ing a fair and inclusive cult ure
inclusive,
The Company promotes an
t ransparent and respect ful cult ure.
It
recognises t hat it s people are our great est
asset . Led by t he values of responsibilit y,
excellence and cont inuous im provement ,
int egrit y and t rustw ort hiness, cooperat ion
and engagement , empat hy and fairness
t hey apply t heir skills and expertise every
day t o ensure w e operat e bot h responsibly
and successfully. A cult ure based upon
sound et hical values and behaviours is an
compet it ive
asset
source
and
of
advant age. Key t o t his is recruit ing and
ret aining key senior personnel.
The Company is an equal opport unit y
employer and seeks t o hire, endorse and
ret ain highly skilled people based on merit ,
compet ence, performance, and business
needs. The Company is commit ted t o
employment policies w hich follow best
pract ice, based on equal opport unit ies for
all employees, irrespect ive of et hnic origin,
religion, polit ical opinion, gender, marit al
st atus, disabilit y, age or sexual orient at ion.
c)
Ant i-bribery and ant i-corrupt ion
t o
for
set
out
It w ill
t hose w orking
The Com pany has adopt ed an ant i-
corruption and bribery policy w hich will
apply t o t he Board and employees of t he
Company.
t heir
responsibilit ies in observing and upholding
a zero-tolerance posit ion on bribery and
corruption in all t he jurisdict ions in w hich
t he Company operates. It w ill also provide
guidance
t he
Com pany on how t o recognise and deal
w it h bribery and corrupt ion issues and t he
pot ent ial consequences of
t o
adhere t o t his guidance. The Company
suppliers,
expects
cont ract ors and consult ant s t o conduct
t heir day-t o-day business activit ies in a fair,
honest and et hical manner, be aw are of
and refer t o t his policy in all of t heir
business activit ies w orldw ide and
t o
conduct business on t he Company’s behalf
in compliance w it h it . M anagement at all
levels are responsible for ensuring t hat
t hose reporting t o t hem, int ernally and
ext ernally, are made aw are of and
underst and t his policy.
employees,
failing
all
The Company
t akes a zero-tolerance
approach t o acts of bribery and corrupt ion
by any direct ors, officers, employees and
cont ract ors. The Company w ill not offer,
give or receive bribes, or accept improper
payment s t o obtain new business, ret ain
exist ing business or secure any advant age
ECR M inerals plc | Annual Report 2023
28
CORPORATE GOVERNANCE STATEM ENT
and w ill not permit ot hers t o do so on it s
behalf.
d)
Dealings wit h company securit ies
and
The Company’s Share Dealing Policy is
binding on all directors, officers and
in possession of
employees w ho are
“ inside informat ion” . All such persons are
prohibit ed from t rading in t he Company’s
securit ies if t hey are in possession of
t his
t o
informat ion’. Subject
‘inside
condit ion
prohibit ions
applying t o certain periods, t rading is
relevant
permissible
individual has received t he appropriat e
prescribed clearance. The Board considers
t hat
in
t he share dealing code
t he M arket Abuse
compliance w it h
Regulat ions
AIM
and
(“ M AR” )
requirement s and cont inues t o meet t he
requirement s of t he Board.
provided
t rading
t he
is
e)
Healt h and Safet y Policy
object ives
include
The Company’s
observing t he highest level of healt h and
safet y st andards, developing it s st aff t o
t heir highest potent ial and being a good
corporat e cit izen in our chosen count ries
of operat ions.
for
environment
The Company is commit ted t o providing a
safe w orking
it s
employees and anyone doing w ork on t he
Company’s behalf. The Board review s and
makes recommendat ions concerning risk,
healt h and safet y issues. The safet y of
ECR’s employees are principal element s of
it s business and are fundamental t o t he
Company’s cult ure and engagement w it h
it s st akeholders. Healt h and safet y is
rout inely covered at Board meet ings
during discussions on operat ions.
Principle 9
- M aintain governance
structures and processes that are fit for
purpose and support good decision-
The Board as a w hole
is collectively
responsible for promoting t he success of
t he Company by direct ing and supervising
t he Company’s affairs. The roles of t he
Board are as follow s:
direct ion
leadership of
and
provide
To
t he
ent repreneurial
Company wit hin a
framew ork of
prudent and effect ive cont rols w hich
t o be appropriat ely
risks
enable
assessed and managed;
To set t he Company’s st rategic aim s,
ensure t hat t he necessary financial
and human resources are in place for
t he Company t o meet it s object ives
management
and
performance;
review
To demonst rat e et hical leadership,
t he Com pany’s value and
set t ing
st andards and ensuring
it s
obligat ions t o it s shareholders and
others are w ell understood;
t hat
value
To create a performance cult ure t hat
drives
creation w it hout
exposing t he Company t o excessive
risk or value destruct ion;
To be account able, and make w ell-
informed and high-qualit y decisions
based on a clear underst anding of the
Com pany’s broader goals and specific
object ives;
To create t he right framew ork for
helping directors meet their st atut ory
dut ies under t he Com panies Act 2006,
and/ or any ot her relevant st at ut ory
and regulat ory regimes; and
promote
To
arrangement s and embrace
evaluat ion of t heir effect iveness.
governance
t he
it s
making by the Board
a)
Int ernal controls
ECR M inerals plc | Annual Report 2023
29
CORPORATE GOVERNANCE STATEM ENT
t o
for ensuring
In applying t he principle t hat t he Board
should maint ain a sound syst em of int ernal
cont rols
shareholders’
safeguard
invest ment and t he Company’s asset s, t he
direct ors recognise t hat t hey have overall
responsibilit y
t hat ECR
maint ains syst ems t o provide t hem w it h
reasonable assurance regarding effective
and efficient operations, int ernal cont rol
and compliance w it h law s and regulat ions
and for review ing t he effectiveness of t hat
syst em. How ever,
inherent
limit at ions in any syst em of cont rol and
t he most effective
accordingly even
syst em can provide only reasonable and
not absolut e assurance against mat erial
misst atement or loss, and t hat t he syst em
t han
t o manage
is designed
eliminat e t he risk of failure t o achieve t he
business object ives.
t here are
rat her
The key feat ures of t he int ernal cont rol
syst em are described below :
Cont rol environment
t he
is commit ted
report ing and
The Company
t o high
st andards of business conduct and seeks t o
maint ain t hese st andards across all of it s
operations. There are also policies in place
for
resolut ion of
fraudulent act ivit ies. The
suspected
appropriat e
Company
an
organisat ional st ruct ure
for planning,
executing, cont rolling and monit oring
business operations in order t o achieve it s
object ives.
has
Risk management and int ernal cont rol
The Board is commit ted t o carrying out a
robust assessment of t he principal risks
facing t he Company on a regular basis. The
Board is responsible for t he ident ification
and evaluat ion of key risks applicable t o
t heir areas of business. These risks are
assessed on a cont inual basis and may be
associat ed w it h a variet y of int ernal and
ext ernal sources, including infringement of
int ellectual property, invest ment risk, st aff
informat ion
ret ention, disrupt ion
syst ems,
and
regulat ory requirement s.
cat astrophe
nat ural
in
t o
The Group also plans
im plement
periodic operat ional/ st rategic review s and
annual plans. The Board w ill t hen actively
monit or performance against t he plan.
Forecast s and operational result s w ill also
be consolidat ed and present ed t o t he
Board on a regular basis. Through t hese
mechanisms,
be
cont inually m onit ored, risks ident ified in a
t imely manner, t heir financial implications
assessed, control procedures re-evaluat ed
and correct ive act ions agreed and
im plement ed.
performance will
M ain cont rol procedures
for
The Com pany has im plement ed cont rol
procedures designed t o ensure complet e
and accurat e account ing
financial
t ransact ions and t o limit t he exposure t o
loss of asset s and fraud. M easures t aken
include segregat ion of duties and review s
by managem ent . There are clear and
for
consist ent procedures
monit oring t he syst em of int ernal financial
cont rols. The Board considers t he int ernal
cont rol syst em t o be adequate for t he
Company.
in place
Financial and business report ing
It is t he responsibilit y of t he Board t o
ensure t hat t he account s are prepared and
submit t ed. The Board w ill also act t o
ensure t hat t hese document s w ill provide
t he necessary informat ion in order for
t he Group’s
shareholders
t o assess
and
performance,
st rategy.
business model
The Chairman w ill provide, at t he end of
each six-m onthly period, a
formal
st atement t o t he Board confirm ing t hat
ECR M inerals plc | Annual Report 2023
30
CORPORATE GOVERNANCE STATEM ENT
t he Group’s financial reports present a
t rue and fair view , in all m at erial respects,
and t hat t he Company’s financial condit ion
and operational
result s have been
prepared in accordance w it h t he relevant
account ing st andards.
b)
Board commit tees
The Company has est ablished an Audit and
Risk Commit tee and a Nominat ion and
Remunerat ion Commit t ee, both of w hich
w ill have formally delegat ed duties and
responsibilit ies. The minutes of all sub-
commit tees w ill be circulat ed for review
and considerat ion by all relevant direct ors,
supplement ed by oral reports from t he
respective commit tee chairs at Board
meet ings.
Audit and Risk Commit t ee
policies
principles,
The Company has an Audit and Risk
Commit t ee comprised of Dr Trevor
Davenport, as t he Chairperson of t he
Commit t ee, t oget her w it h David Tang and
Andrew Scot t. The duties of t he Audit and
Risk Commit t ee include t he review of t he
accounting
and
t he
pract ices adopt ed
financial st at ement s, int ernal cont rol and
risk management processes and
t he
review of t he Company’s financial result s.
The Audit and Risk Comm it t ee considers
t he need for an int ernal audit funct ion,
review s t he risk management policies and
procedures and is responsible for ensuring
t hat adequate insurance cover is in place
for ident ifiable risks.
in preparing
Nominat ion and Remuneration Commit tee
The Company has a Nominat ion and
Remunerat ion Commit t ee comprised of Dr
Trevor Davenport , as t he Chairperson of
t he Comm it t ee, t oget her w it h David Tang
and Andrew Scot t . The Nominat ion
Commit t ee is responsible for reviewing t he
st ruct ure, size and composit ion of t he
Board and making recommendat ions t o
t he Board w it h regard t o any changes
required. It is responsible for locating
and
appropriat e
and
conduct ing
submit t ing
recommendations on any
appointment to t he Board.
candidat es
int erview s
senior
init ial
Due t o t he nat ure of t he size of t he
Company all major operational decisions
are reserved for t he Board. For t he same
reason, mat t ers delegat ed t o commit tees
of t he Board have been dealt w it h during
t he course of ordinary board meet ings,
w it h no separat e meet ings having been
held during t he year for t he individual
commit t ees. The appropriat eness of t he
Company’s governance st ruct ures w ill be
review ed as t he Company evolves, and
changes made as necessary.
Principle 10 - Communicate how the
Company is governed and is performing
by maintaining
Shareholders
stakeholders
a
dialogue with
relevant
other
and
a)
Dialogue w it h shareholders
considerable
The Company
im port ance on effect ive communicat ions
w it h shareholders.
places
communicat ion
The Com pany’s communicat ion st rat egy
requires
w it h
shareholders and ot her st akeholders in an
open, regular and t imely manner so t hat
t he market has sufficient informat ion t o
make informed invest ment decisions on
t he
t he operations and
Company. The st rategy provides for t he
use of syst ems t hat ensure a regular and
t imely release of informat ion about t he
Company is provided to shareholders.
result s of
The Company also posts all reports, st ock
exchange announcement s and media
releases and copies of significant business
present ations on the Company’s w ebsit e.
ECR M inerals plc | Annual Report 2023
31
CORPORATE GOVERNANCE STATEM ENT
b)
Const ruct ive use of the AGM
informat ion
The Board encourages full part icipat ion of
shareholders at t he AGM t o ensure a high
level of accountabilit y and understanding
of t he Company’s st rategy and goals. The
t he
Company provides
notice of meet ing t hat is present ed in a
clear, concise and effective manner.
Shareholders are provided w it h
t he
opport unit y at general meet ings t o ask
quest ions in relat ion t o each resolut ion
before t hey are put t o t he vot e and
discussion is encouraged by t he Board.
in
Directors are usually available at and
follow ing
general meet ings w hen
shareholders have t he opport unit y t o ask
quest ions on t he business of t he meet ing.
Specifically, t he Chairman of t he Audit
t he
Commit t ee and
Remunerat ion Commit t ee is available in
person or by conference call at t he AGM t o
answ er quest ions from shareholders.
t he Chairman of
Other governance matters
a)
Diversit y policy
The Company is commit ted t o an inclusive
w orkplace t hat embraces and promot es
diversit y. It is t he responsibilit y of all
direct ors,
and
cont ract ors t o comply w it h t he Company's
diversit y policy and report violat ions or
suspect ed violat ions in accordance w it h
t his diversit y policy.
employees
officers,
The Company recognises t he value of a
diverse w ork force and believes
t hat
diversit y support s all employees reaching
t heir full potent ial, im proves business
increases
decisions, business
st akeholder sat isfact ion and promot es
realisat ion of t he Company’s vision.
result s,
Diversit y may result from a range of factors
including but not limit ed t o gender, age,
et hnicit y and cult ural backgrounds. The
Company believes
t hese differences
bet w een people add t o t he collect ive skills
and experience of
t he Company and
ensure it benefit s by select ing from all
available t alent .
b)
Company and individual
expectat ions
The Com pany recognises it s ow n and
individual expect at ions t o:
Ensure diversit y is incorporat ed int o
t he behaviours and pract ices of t he
Company;
equal
based
Facilit ate
employment
job
opport unit ies
requirement s only using recruit ment
and
processes w hich
ensures w e select from a diverse pool;
selection
on
Engage professional search and
recruit ment firms w hen needed t o
enhance our select ion pool;
Help t o build a safe w ork environment
by acting w it h care and respect at all
no
t imes,
discrimination, harassment , bullying,
vict imisat ion,
or
exploit at ion of individuals or groups;
vilification
ensuring
t here
is
Develop flexible w ork pract ices t o
meet
t he differing needs of our
employees and potent ial employees;
At t ract and ret ain a skilled and diverse
w orkforce as an employer of choice;
Enhance customer service and market
reputat ion t hrough a w orkforce t hat
respects and reflect s t he diversit y of
our st akeholders and communit ies
t hat w e operat e in;
ECR M inerals plc | Annual Report 2023
32
CORPORATE GOVERNANCE STATEM ENT
M ake a cont ribut ion t o t he economic,
social and educat ional w ell-being of
all of t he communit ies it serves;
M eet t he relevant requirement s of
domest ic and int ernat ional legislat ion
appropriat e
t he Company’s
operat ions;
t o
Creat e an inclusive w orkplace cult ure;
and
Est ablish
diversity
measurable
object ives and monit or and report on
t he achievement of t hose object ives
annually.
c)
M arket disclosure
fully
is subject
t he market
The Com pany
t o parallel
obligat ions under t he AIM Rules and M AR,
in relat ion t o t he disclosure and control of
price sensit ive information. The Company
has obligat ions under corporat e and
securit ies law s and st ock exchange rules t o
informed of
keep
informat ion w hich may have a mat erial
effect on t he price or value of Company’s
securit ies and t o correct any mat erial
or
misrepresent ation,
misinformat ion
t he market . The
in
t akes cont inuous disclosure
Com pany
t hat all of it s
seriously and requires
direct ors,
and
cont ract ors observe and adhere t o t he
procedures and policies
Company’s
law s
governing compliance w it h all
pert aining
t o cont inuous disclosure,
t ipping off and insider trading.
employees
officers,
mist ake
is
in
The Company
t he process of
est ablishing a formal Disclosure Policy t o
address
disclosure
arrangement s. The
obligat ions
object ives of t he Disclosure Policy will be
t o ensure t hat :
continuous
and
it s
The communicat ions of t he Company
w it h t he public are t imely, factual and
accurat e and broadly dissem inat ed in
accordance w it h all applicable legal
and regulat ory requirement s;
Non-publicly disclosed
remains confident ial; and
informat ion
Trading of t he Company's securit ies
by direct ors, officers and employees
of t he Company and it s subsidiaries
remains in compliance wit h applicable
securit ies law s.
t he
information,
The Disclosure Policy will also provide
advice t o all directors, officers, employees
and cont ract ors of t he Com pany of t heir
responsibilit ies regarding t heir obligat ion
t o preserve
confident ialit y of
undisclosed mat erial informat ion w hile
ensuring compliance w it h law s respecting
t imely, factual, complet e and accurat e
cont inuous disclosure, price sensit ive or
mat erial
t ipping off and
insider t rading. The Disclosure Policy will
also cover disclosures in document s filed
w it h t he securit ies regulat ors and st ock
exchanges and w rit t en st atement s made in
t he Company’s annual and half-yearly
reports,
t o
shareholders, present ations by senior
management and informat ion cont ained
on ECR‘s w ebsit e and ot her elect ronic
communicat ions.
t o oral
st at ements made
in meet ings and
t elephone conversat ions w it h analyst s and
invest ors, int erview s wit h t he media as
w ell as speeches, press conferences and
conference calls.
It ext ends
releases,
let t ers
new s
If t here is misuse of price sensit ive or
mat erial informat ion not yet disclosed t o
in
t he market by
confident ialit y,
serious
penalt ies may apply t o t he individual or
individuals involved.
t rading or breach
ext remely
ECR M inerals plc | Annual Report 2023
33
CORPORATE GOVERNANCE STATEM ENT
Board of Directors and Senior M anagement
The Board comprises of five Direct ors, support ed by t he COO, and furt her det ails of t he
experience of t heir experience is set out below .
Nick Tulloch – Chairman
Nick Tulloch advised companies on t he UK capit al market s
for over 20 years, w orking for several w ell-know n
invest ment banks and st ockbrokers, including Cazenove,
Arbut hnot and Cant or Fit zgerald. He w as finance direct or
and t hen subsequently CEO of Zoet ic Int ernational plc
it s
(now Chill Brands Group plc), overseeing
t ransformat ion from an oil & gas business to t he first CBD
company t o be quot ed on t he London St ock Exchange, and
t hen w ent on t o found Voyager Life plc w here he is CEO.
Nick began his career as a solicit or wit h Gouldens (now
part of US firm Jones Day). Nick holds a M aster’s Degree in law from Oxford Universit y. He is
also Non-execut ive Chairm an of DG Innovate plc.
David Tang – Non-Executive Director
David Tang w as previously
t he President of China
Nonferrous M et als Int ’l M ining Co. Ltd. (CNM IM ) and t he
M anaging Direct or of China Nonferrous Gold Lt d, an AIM -
list ed company. China Nonferrous Gold w as focused on the
Pakrut gold mine in Tajikist an, w here first gold w as poured
in 2015. M r Tang has previously served as a direct or t o
African, Sout h-east Asian and Aust ralian mining and
explorat ion companies. M r Tang graduat ed w it h a Bachelor
of Science degree (1988) majoring in comput er science
from Cent ral-South Universit y, China and holds a M aster of
Science degree (1991).
Trevor Davenport – Non-Executive Director
Dr Davenport obtained a BSc (Hons) Geology at Southampt on
Universit y, t hen his M Sc in M ining Geology and M ineral
Exploration in 1967, and a PhD in Geology & Explorat ion
Geochemist ry at Leicest er Universit y in 1970. In 1971 he
at tained t he t it le of Chart ered Engineer aft er becoming a
M ember of The Inst it ut e of M ining and M et allurgy. Trevor
has 63 years’ experience in t he geological and mining indust ry
w orking as an underground miner, explorat ion geochemist,
explorat ion and mine geologist and as a lect urer t o post-
graduat e mining geology st udent s at t he Universit y of
Leicest er. Trevor w as a direct or, t he explorat ion manager and
chief geologist for Nelson Gold’s, Zeravshan Gold Company in Tajikist an from 1994 until end
of 1996. From 2004 unt il 2011 he w as Non-Execut ive Chairman and direct or of Kryso
Resources Plc. Today Dr Davenport is a direct or at Brix Invest ments Limit ed and is also
President of the Alderney Societ y and a director of the Alderney Journal.
ECR M inerals plc | Annual Report 2023
34
CORPORATE GOVERNANCE STATEM ENT
Andrew Scott – Non-Executive Director
A st rategic communications specialist, Andrew is w ell-know n
for his ext ensive body of w ork across key global market s,
int erview ing hundreds of CEOs and fund managers on t heir
sector out look, st rat egy and broader economic perspectives.
Andrew has w orked at Proact ive Invest ors, Sky World New s,
Reut ers and as an edit or on ITV Breakfast .
M ike W hitlow – Chief Operating Officer
M ike Whitlow is highly regarded as an ent repreneur wit h a long
st anding and successful business-building t rack record. M ike has
spent over 20 years invest ing and financing small cap / st art-up
companies. Having st arted his career w orking in t he energy
indust ry, more recently M ike has overseen and assembled a
number of resource project s t hrough his company Axies
Vent ures Ltd, w here he has personally overseen t wo funding
rounds and t w o w ork programmes in t he M edit erranean and Nort h America including a
successful drilling campaign earlier this year.
Audit and Risk Committee
The Audit and Risk Comm it t ee assist s t he Board in, amongst ot her mat t ers, discharging it s
responsibilit ies wit h regard t o financial reporting, ext ernal and int ernal audit s and cont rols,
including review ing t he Company’s annual financial st at ement s, review ing and monit oring t he
ext ent of non-audit w ork undertaken by ext ernal audit ors, advising on t he appoint ment,
reappoint ment, removal and independence of ext ernal audit ors, and review ing t he
effectiveness of t he Company’s int ernal audit activit ies, int ernal cont rols and risk
management syst ems. The ult imat e responsibilit y for reviewing and approving t he annual
report and account s and t he half-yearly reports remains w it h t he Board.
The Audit and Risk Commit tee is also responsible for:
(i)
(ii)
(iii)
advising t he Board on t he Company’s risk st rategy, risk policies and current risk
exposures
overseeing t he im plem ent ation and maint enance of t he overall risk management
framew ork and syst ems
reviewing t he Group’s risk assessment processes and capabilit y t o ident ify and manage
new risks and
(iv) monit oring potent ial and actual changes t o legislat ion, especially around t he
Com pany’s product s.
The Audit and Risk Commit t ee meet s w it h appropriat e employees of t he Company at least
once annually. The mem bership of t he Audit and Risk Commit t ee comprises David Tang (as it s
Chairman), Andrew Scot t and Trevor Davenport .
The Audit and Risk Comm it t ee meet s formally t w ice a year at appropriat e int ervals in t he
financial report ing and audit cycle and ot herw ise as required.
ECR M inerals plc | Annual Report 2023
35
CORPORATE GOVERNANCE STATEM ENT
Audit and Risk Committee report for the year ended 30 September 2023
Key mat ters considered in relat ion to t he consolidat ed financial stat ement s
The Audit and Risk Commit t ee review ed t he planning of t he 2023 audit and t he annual report.
Wit h regard t o t he Company’s financial st atement s, t he Commit t ee focused on a number of
key judgement s and report ing issues in t he preparation of t he full year result s and t he annual
report. In part icular, t he Comm it t ee considered, discussed and w here appropriat e raised
challenges in t he areas set out below :
Approval of t he half-year result s issued in June 2023 and full-year result s issued in
M arch 2024
Assessment of t he key est imat es and adjustment s used in respect of t he half- and full-
year result s
The appropriat eness and clarit y of t he Group’s key accounting policies
Review of t he process for ident ifying and managing risk w it h a full review of t he
principal risks and how they are managed in M arch 2024
The clarit y of t he disclosures and compliance w it h financial reporting st andards and
relevant financial and governance report ing requirement s
Review of business continuit y and crisis managem ent planning
Verification of t he independence of the ext ernal audit or, approval of t he scope of the
audit plan and t he audit fee, and review of t he ext ernal audit or’s audit findings
Review of fraud and Bribery Act cont rols and cyber securit y
Review of supplier payment practices and cust omer credit management
Receipt of internal management accounts
Approval of t he Audit and Risk Comm it t ee Report
Annual review of commit tee t erms of reference and policy on use of audit ors for non-
audit services
A formal review of commit tee effectiveness is planned
The Audit and Risk Commit t ee received and considered mem oranda from t he managem ent
regarding these mat ters w ho had discussed t hese w it h the external audit or.
It is a requirem ent t hat t he annual report, t aken as a w hole, is fair, balanced and
understandable and provides t he informat ion necessary for shareholders t o assess t he
Company’s posit ion and performance, business model and st rategy.
The Comm it t ee believes t hat t he disclosures set out in t he annual report provide t he
informat ion necessary for shareholders t o assess t he Company’s posit ion and performance,
business model and st rategy.
Audit or appoint ment and independence
During t he year t he Comm it t ee approved PKF Lit tlejohn LLP’s (“ PKF” ) t erms of engagement,
scope of w ork and t he process for t he annual audit . It also review ed and agreed the audit fee
proposals. The Commit t ee has and w ill cont inue t o assess t he independence, t enure and
qualit y of t he ext ernal audit or at least once a year, in addit ion t o requiring both verbal and
w rit t en confirmat ion of t he audit or’s independence. PKF has confirmed t hat t here are no
relat ionships bet w een t hemselves and t he Company t hat could have a bearing on t heir
independence.
ECR M inerals plc | Annual Report 2023
36
CORPORATE GOVERNANCE STATEM ENT
Int ernal cont rols and risk management
The Audit and Risk Commit t ee is responsible for t he oversight of t he Company’s syst em of
int ernal cont rols including t he risk management framew ork. Det ails of t he risk management
framew ork are provided on pages 14 – 16. M anagement has ident ified t he key operational
and financial processes t hat exist w it hin t he business and has developed an int ernal cont rol
framew ork w hich is overseen by t he Chairman and COO. This is st ructured around a number
of Company policies and includes a delegat ed aut horit y framew ork w it h, in part icular, bank
accounts in t he UK and Aust ralia being reconciled by persons ot her t han t he Chairman and
COO.
Tw o meet ings of t he Audit and Risk Comm it t ee w ere held during t he year ended 30
Sept ember 2023 w it h all commit t ee members att ending on bot h occasions.
This report in it s entiret y has been approved by the Audit and Risk Commit tee.
David Tang
Audit and Risk Commit t ee Chair
31 M arch 2024
Remuneration and Nomination Committee
The Remunerat ion and Nominat ion Comm it t ee assist s t he Board in det ermining it s
responsibilit ies in relat ion t o remunerat ion and nom inat ions, including, amongst ot her
mat t ers, making recommendat ions t o t he Board on t he Com pany’s policy on execut ive
remunerat ion, det ermining t he individual remunerat ion and benefit s package of each of t he
execut ive directors.
The mem bership of t he Rem uneration and Nomination Commit t ee comprises David Tang (as
it s Chairman), Andrew Scot t and Trevor Davenport .
The Remunerat ion and Nominat ion Comm it t ee t ypically meet s formally t w ice a year and
otherw ise as required.
Gender analysis
A split of our employees and Direct ors by gender at t he year-end is show n below :
Direct ors
Employees/ Cont ractors
Key management
M ale
5
3
Female
0
3
The Direct ors consider t hat key managem ent personnel are t he Direct ors of ECR M inerals plc.
ECR M inerals plc | Annual Report 2023
37
CORPORATE GOVERNANCE STATEM ENT
Corporate social responsibility
We conduct our business w it h honest y, int egrit y and openness, respecting human rights and
t he int erest s of our shareholders and employees. We aim t o provide t imely, regular and
reliable informat ion on t he business t o all our shareholders and conduct our operations t o t he
highest st andards. We st rive t o create a safe and healt hy w orking environment for t he
w ellbeing of our st aff and create a t rusting and respectful environment , w here all members
of st aff are encouraged t o feel responsible for t he reput at ion and performance of t he
Company. We aim t o establish a diverse and dynamic w orkforce w it h t eam players w ho have
t he experience and know ledge of t he business operations and market s in w hich w e operate.
Through maint aining good communicat ions, members of st aff are encouraged t o realise t he
object ives of t he Company and t heir ow n pot ential.
The Board regularly review s t he significance of social, environmental and et hical mat t ers
affecting t he Group’s operations. It considers t hat t he Group is not yet at a st age w here a
specific corporate social responsibilit y policy is required, in view of t he limit ed number of
st akeholders, ot her t han shareholders. Inst ead, t he Board prot ect s t he Group’s int erest s and
t hose of it s st akeholders t hrough individual policies and t hrough et hical and t ransparent
business dealings.
Further Corporate Governance matters
Corporat e environment al responsibilit y
M ineral explorat ion and development has the pot ential to adversely im pact the environment
in w hich it t akes place. The Group t akes it s environment al responsibilit ies seriously and t he
environment al paramet ers of t he activit ies of t he Group are considered carefully so as t o
minimise t he risk of adverse environmental effects. The Group also aim s t o ensure t hat it s
suppliers and advisers meet w it h t heir legislat ive and regulat ory requirements and t hat codes
of best pract ice are met and exceeded.
Health & Safet y
The activit ies of t he Group are carried out in accordance w it h all applicable law s on healt h &
safet y.
Share Capit al
ECR M inerals plc is incorporat ed as a public limit ed company, and is regist ered in England and
Wales w it h t he regist ered number 05079979. Det ails of t he Company’s issued share capit al,
t oget her w it h t he det ails of t he movement s during the period, are show n in Not e 13. The
Company has one class Ordinary share and all shares have equal vot ing right s and rank pari
passu for the dist ribution of dividends and repayment of capit al.
Shareholder Communicat ions
The Company uses it s corporate w ebsit e (w w w .ecrminerals.com) t o ensure t hat t he lat est
announcements, press releases and published financial informat ion are available t o all
shareholders and ot her int erest ed part ies.
The AGM is used t o communicat e w it h both inst it ut ional shareholders and privat e invest ors
and all shareholders are encouraged t o part icipat e. Separat e resolut ions are proposed on
ECR M inerals plc | Annual Report 2023
38
CORPORATE GOVERNANCE STATEM ENT
each issue so t hat they can be given proper considerat ion and t here is a resolut ion t o approve
t he Annual Report and Account s. The Company count s all proxy vot es and w ill indicat e t he
level of proxies lodged on each resolut ion aft er it has been dealt w it h by a show of hands.
ECR M inerals plc | Annual Report 2023
39
DIRECTORS’ REM UNERATION REPORT
DIRECTORS’ REM UNERATION REPORT
Remuneration policies
The Group seeks t o operate a remunerat ion policy t hat is fair to it s employees and aligned to
shareholders’ int erest s in t he successful delivery of t he Company’s long-t erm st rategy. The
remunerat ion policy is designed t o at tract, ret ain and mot ivat e executive Direct ors and all
employees w it h a view to encouraging commit ment to the development of the Company and
for long t erm enhancement of shareholder value in w hat is an innovat ive, high grow t h
business. ECR w orks on a principle and belief t hat it s cult ure is st ronger if t here is unit y
bet w een all members of t he t eam and t his is reflect ed in alignment of pay rises, pensions and
other benefit s across all of it s employees.
Remunerat ion packages t ake int o account individual performance and t he remunerat ion for
sim ilar jobs in ot her comparable companies w here such companies can be ident ified. This
w ould also be t aken int o account on appointment by any new Directors. The Board believes
t hat share ow nership by executive Directors and ECR st aff st rengt hens the link bet w een t heir
personal int erests and those of shareholders.
The Direct ors and other employees may be eligible for bonuses based on t he performance of
not only t hemselves but also t he Company. The Board and t he Remunerat ion Comm it t ee,
w hen assessing t his performance will t ake int o account t he Key Performance Indicat ors
outlined on page 11 as w ell as t he performance of t he Company’s share price.
The follow ing service agreement s and let ters of appointment have been ent ered int o by t he
Company w it h the Direct ors and COO:
Nick Tulloch w as appointed as M anaging Direct or of t he Company pursuant t o a consult ancy
agreement dat ed 18 Sept ember 2023. The agreem ent is t erminable on a t hree mont hs’ not ice
given by eit her part y in w rit ing or by summary not ice in certain st andard circumst ances. The
remunerat ion payable t o M r Tulloch is £102,000 per annum of w hich £12,000 is paid in cash
pro rat a across t he year, and t he balance is sat isfied by t he issue of equit y in four quart erly
payment s of £22,500 using a mechanism based on the prevailing share price. M r Tulloch
subsequently assumed t he role of chairman on 13 February 2024.
David Tang w as appoint ed as Non-executive Chairman of t he Company pursuant t o a let t er of
appointment dat ed 27 July 2017. M r Tang’s appointment may be t erminat ed on a t hree
mont hs’ notice by eit her part y and ot herw ise in t he event of a mat erial breach of his
obligat ions under t he agreement. Tang’s direct or’s fee is £36,000 per annum w it h effect from
1 M arch 2024 (during his t enure as chairman his fee w as £48,000 per annum). M r Tang is
expected t o dedicate such am ount of t im e as is necessary for t he proper performance of his
duties as a direct or of the Company, w hich is ant icipat ed t o be at least 3 days a month.
Trevor Davenport w as appointed as a Non-Executive Direct or of t he Company pursuant t o a
let t er of appointment dat ed 30 Sept ember 2021. M r Davenport’s appoint ment may be
t erminat ed on a t hree mont hs’ notice by eit her part y and otherw ise in t he event of a mat erial
breach of her obligat ions under the agreement . M r Davenport’s direct or’s fee is £36,000 per
annum. M r Davenport is expected t o dedicat e such amount of t ime as is necessary for t he
ECR M inerals plc | Annual Report 2023
40
DIRECTORS’ REM UNERATION REPORT
proper performance of his dut ies as a direct or of t he Company, w hich is ant icipat ed t o be at
least 3 days a mont h.
Andrew Scott w as appoint ed as a Non-Execut ive Director of t he Com pany pursuant t o a let t er
of appointment dat ed 24 January 2022. M r Scot t ’s appointment may be t erminat ed on a t hree
mont hs’ notice by eit her part y and ot herw ise in t he event of a mat erial breach of her
obligat ions under t he agreem ent . M r Scot t ’s director’s fee is £36,000 per annum. M r Scot t is
expected t o dedicate such am ount of t im e as is necessary for t he proper performance of his
duties as a direct or of the Company, w hich is ant icipat ed t o be at least 3 days a month.
M ike W hitlow w as appointed as Chief Operating Officer of t he Company pursuant t o a
consult ancy agreem ent dat ed 18 Sept ember 2023. The agreement is t erminable on a t hree
mont hs’ notice given by eit her part y in w rit ing or by summary notice in certain st andard
circumst ances. The rem unerat ion payable t o M r Whit low is £102,000 per annum of w hich
£12,000 is paid in cash pro rat a across t he year, and t he balance is sat isfied by t he issue of
equit y in four quarterly payment s of £22,500 using a mechanism based on t he prevailing share
price. M r Whit low is not a Direct or of t he Company.
The current Executive’s remunerat ion comprises a salary w hich is reviewed annually. There
have been no bonus payment s made in the year.
Fut ure policy t able
Base Salary /
Pension
Benefits in Kind Bonus or
Nick Tulloch
David Tang
Trevor
Davenport
Andrew Scot t
Adam Jones* *
Director Fee
102,000*
36,000* * *
36,000
Contribution
nil
nil
nil
36,000
-
nil
nil
nil
nil
nil
nil
nil
incentive plan
Ad hoc basis
Ad hoc basis
Ad hoc basis
Ad hoc basis
Ad hoc basis
* £90,000 of M r Tulloch’s fee is set t led by t he issue of new ordinary shares
* * Resigned 23 January 2024
* * * Effect ive from 1 M arch 2024 (previously £48,000)
The Executives’ service cont ract s are review ed annually.
Benefit s in kind
Current ly no benefit s in kind are paid t o any Direct or.
Service cont ract s
The Direct ors’ cont ract s and let t ers of appoint ment are available for inspect ion at t he
Company’s regist ered office.
Approval by members
The remunerat ion policy above w ill be put before t he members for approval at t he next
Annual General M eet ing.
ECR M inerals plc | Annual Report 2023
41
DIRECTORS’ REM UNERATION REPORT
Implementation report
Part iculars of Direct ors’ Remunerat ion
Remunerat ion paid to the Direct ors during t he period ended 30 Sept ember 2023 w as:
Director
Base salary
and fees
£’000
Benefit s
In kind
£’000
Pension
contribut ions
£’000
Execut ive Direct ors
Nick Tulloch
Adam Jones*
Non-Execut ive Direct ors
David Tang
Trevor Davenport
Andrew Scot t
* Resigned 23 January 2024
1
82
49
36
36
0
0
0
0
0
0
0
0
0
0
Total
£’000
1
82
49
36
36
Payment s to past Direct ors and Senior M anagement
There w ere no payment s to past direct ors during t he period. Andrew Hayt horpe, t he Group’s
former CEO (w ho w as not a Direct or of t he Company) w ho resigned on 14 Sept ember 2023,
received t ot al payment s of £145,238 during t he year.
Payment s for loss of office
There w ere no payment s for loss of office during t he period.
Bonus and Incent ive plans
There w ere no bonuses paid t o direct ors or st aff during t he period.
Relat ive import ance of expendit ure on remunerat ion
Total Direct ors’
remunerat ion
Dist ribut ions t o
shareholders
2023
£’000
2022
£’000
Year on year
change:
204
282
-
-
(28)%
n/ a
ECR M inerals plc | Annual Report 2023
42
DIRECTORS’ REM UNERATION REPORT
Direct ors’ int erest in shares
The Company has no Direct or shareholding requirement .
None of t he Direct ors held shares in ECR at t he period end but , follow ing t he salary sacrifice
scheme put in place during Sept ember 2023, t he beneficial int erest of t he Direct ors in t he
ordinary share capit al of t he Company at 22 M arch 2024 w as:
Nick Tulloch*
David Tang
Trevor Davenport
Andrew Scot t
Adam Jones* *
Number
22,555,417
5,714,285
5,714,285
5,714,285
5,714,285
Percent age of issued share
capital at 07 M arch 2024
0.81
0.36
0.36
0.36
0.36
* includes holding of Fet lar Capit al Limit ed (a company cont rolled by N Tulloch)
* * Resigned 23 January 2024
The Directors held the following share options at 30 September 2023. As explained further on
page 75, t hese options were all cancelled on 20 Oct ober 2023.
Director
At 1 October
Granted in
Exercised
At 30 September
Exercise
Latest dat e of
2022
t he period to
2023
price
exercise
Adam Jones*
Adam Jones*
Adam Jones*
Adam Jones*
Andrew Scot t
Andrew Scot t
Andrew Scot t
Andrew Scot t
Andrew Scot t
David Tang
David Tang
David Tang
David Tang
Total
5,000,000
5,000,000
10,000,000
10,000,000
30,000,000
30
Septem ber
2023
-
4,000,000
4,000,000
4,000,000
-
-
2,000,000
2,000,000
2,000,000
-
2,000,000
2,000,000
2,000,000
24,000,000
* Resigned 23 January 2024
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
4,000,000
4,000,000
2,000,000
2,000,000
2,000,000
10,000,000
2,000,000
2,000,000
2,000,000
54,000,000
£0.022
£0.011
£0.022
£0.033
£0.022
£0.044
£0.011
£0.022
£0.033
£0.022
£0.011
£0.022
£0.033
22/ 01/ 2027
16/ 04/ 2028
16/ 04/ 2028
16/ 04/ 2028
22/ 01/ 2027
22/ 01/ 2027
16/ 04/ 2028
16/ 04/ 2028
16/ 04/ 2028
22/ 01/ 2027
16/ 04/ 2028
16/ 04/ 2028
16/ 04/ 2028
ECR M inerals plc | Annual Report 2023
43
DIRECTORS’ REM UNERATION REPORT
Share Capital and Substantial Share Interests
On 22 M arch 2024, t he Company w as not aw are of any person with a beneficial holdings of 3
per cent. or more in Company’s existing issued ordinary share capit al of 1,619,086,760 ordinary
shares of £0.00001 each.
Statement
This Direct ors’ Remuneration Report w as approved by t he Board and signed on it s behalf by:
Nick Tulloch
Chairman
31 M arch 2024
ECR M inerals plc | Annual Report 2023
44
STATEM ENT OF DIRECTORS’ RESPONSIBILITIES
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial
Statements
The Direct ors are responsible for preparing t he annual report and t he financial stat ement s in
accordance w it h applicable law and regulat ions.
Company law requires t he Direct ors t o prepare financial st atement s for each financial year.
Under t hat law t he Direct ors have elect ed t o prepare t he Group and Parent Company financial
st at ement s in accordance w it h UK adopt ed int ernat ional accounting st andards in conformit y
w it h t he Companies Act 2006 and, as regards t he Parent Company financial st atement s, as
applied in accordance w it h t he provisions of t he Companies Act 2006. Under company law t he
Directors must not approve t he financial stat ement s unless t hey are satisfied that t hey give a
t rue and fair view of t he st ate of affairs of t he Group and t he Company and of t he profit or
loss of t he Group for t hat period. In preparing t hese financial st atement s t he Direct ors are
required t o:
select suit able accounting policies and t hen apply t hem consist ently;
make judgement s and accounting est imat es t hat are reasonable and prudent;
st ate w het her UK adopt ed internat ional account ing st andards in conformit y w it h the
Companies Act 2006 have been follow ed subject t o any mat erial departures disclosed
and explained in t he financial reports;
prepare t he financial st atement s on the going concern basis unless it is inappropriat e
t o presume t hat the Group and Company w ill continue in business.
The Direct ors are responsible for keeping adequate accounting records t hat are sufficient t o
show and explain t he Company’s and Group’s t ransactions and disclose w it h reasonable
accuracy at any t ime t he financial posit ion of t he Company and t he Group and enable t hem
t o ensure t hat t he financial st at ement s comply w it h t he Companies Act 2006. They are also
responsible for safeguarding t he asset s of t he Company and t he Group and hence for t aking
reasonable steps for the prevention and det ect ion of fraud and ot her irregularities.
The Direct ors are responsible for t he maint enance and int egrit y of t he corporat e and financial
informat ion included on t he Company’s w ebsit e. Legislat ion in t he Unit ed Kingdom governing
t he preparation and disseminat ion of t he financial st at ement s may differ from legislat ion in
ot her jurisdict ions.
Direct ors’ and Officers’ Liabilit y Insurance
The Company had in force during t he year and has in force at t he dat e of t his report a
qualifying indemnit y in favour of it s Direct ors against t he financial exposure t hat t hey may
incur in t he course of t heir professional duties as Direct ors and officers of t he Company and/ or
it s subsidiaries.
St at ement on Disclosure of Informat ion t o Audit ors
Having made t he requisit e enquiries and in t he case of each of t he Direct ors w ho are Direct ors
of t he Company at t he dat e w hen t his report is approved:
(cid:127)
so far as t hey are individually aw are, t here is no relevant audit informat ion (as defined
by Section 418 of t he Companies Act 2006) of w hich t he Company’s audit ors are
unaw are; and
ECR M inerals plc | Annual Report 2023
45
STATEM ENT OF DIRECTORS’ RESPONSIBILITIES
(cid:127)
each of the Direct ors has taken all t he st eps t hat they should have t aken as a Direct or
t o make himself aw are of any relevant audit informat ion and t o est ablish t hat t he
Company’s audit ors are aw are of the informat ion.
This report w as approved by t he Board on 31 M arch 2024. By order of the Board
Nick Tulloch
Chairman
31 M arch 2024
ECR M inerals plc | Annual Report 2023
46
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS OF ECR M INERALS PLC
Opinion
We have audit ed t he financial st at ement s of ECR M inerals Plc (t he ‘parent company’) and it s
subsidiaries (t he ‘group’) for t he year ended 30 Sept ember 2023 w hich comprise t he
Consolidat ed Income St at ement , t he Consolidat ed St at ement of Comprehensive Income, t he
Consolidat ed and Company St atement s of Financial Posit ion, t he Consolidated and Company
St atement s of Changes in Equit y, t he Consolidated and Company St atement s of Cash Flow s
and notes t o t he financial st atement s, including significant accounting policies. The financial
reporting framew ork t hat has been applied in t heir preparation is applicable law and UK
adopted Int ernational Accounting St andards in conf ormit y w it h t he requirement s of t he
Com panies Act 2006 and as regards t he parent company financial st at ement s, as applied in
accordance w it h the provisions of t he Companies Act 2006.
In our opinion:
t he financial st atement s give a t rue and fair view of t he st ate of t he group’s and of t he
parent company’s affairs as at 30 Sept ember 2023 and of t he group’s loss for t he year
t hen ended;
t he group financial st atement s have been properly prepared in accordance w it h UK
adopted Int ernational Accounting St andards in conform it y w it h t he requirements of
t he Companies Act 2006;
t he parent company financial st at ement s have been properly prepared in accordance
w it h UK adopted Int ernational Account ing St andards in conformit y w it h t he
requirement s of t he Companies Act 2006 and as applied in accordance w it h t he
provisions of the Companies Act 2006; and
t he financial st atement s have been prepared in accordance w it h t he requirement s of
t he 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.
M aterial uncertainty related to going concern
We draw attention to note 2 in the financial statements, which states that the group’s and
company’s ability to continue as a going concern is dependent on the ability to secure additional
funding and the Directors consider they have various options to do so, including the issue of equity
and asset disposals. As stated in note 2, these event s or conditions 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.
ECR M inerals plc | Annual Report 2023
47
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to
adopt the going concern basis of accounting included a review of budgets and cash flow forecasts
covering a period of at least 12 months from the date of approval of the financial statements,
including challenge of management on the basis of preparation, together with ascertaining the
most recent cash position of the group and company, and identifying subsequent events impacting
the going concern position.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Our application of materiality
The scope of our audit w as influenced by our applicat ion of mat erialit y. The quant it ative and
qualit at ive t hresholds for mat erialit y det ermine the scope of our audit and the nature, t iming
and ext ent of our audit procedures. Group mat erialit y w as £80,000 (2022: £100,000) based
upon approximat ely 1.5% of gross asset s. We consider gross asset s t o be t he main driver of
t he business as t he group is st ill in t he explorat ion st age and t herefore no revenues are
current ly being generat ed, and that current and pot ent ial invest ors w ill be most int erest ed in
t he recoverabilit y of t he explorat ion and evaluat ion asset s. The parent company mat erialit y
w as £60,000 (2022: £75,000), based upon 1.5% of gross asset s and capped t o be below group
mat erialit y t o ensure adequate audit evidence w as obtained over t he parent company
financial st atement s. Performance mat erialit y for t he group and t he parent company w as set
at 60% of overall mat erialit y.
Whilst mat erialit y for t he financial st atement s as a w hole w as set at £80,000, t he significant
component of t he group w as audit ed t o an overall mat erialit y of £40,000 (2022: £75,000) w it h
performance mat erialit y set at 60%.
We agreed wit h t he audit commit tee t hat w e w ould report t o t he commit tee all audit
differences ident ified during t he course of our audit in excess of £4,000 (2022: £5,000) as w ell
as differences below t hese t hresholds t hat, in our view , w arrant ed reporting on qualit at ive
grounds.
Our approach to the audit
In designing our audit , w e det ermined mat erialit y and assessed t he risk of mat erial
misst atement in t he financial st atement s. In part icular, w e looked at areas requiring t he
direct ors t o make subject ive judgement s, for example in respect of significant account ing
est imat es including t he carrying value of int angible asset s and t he considerat ion of fut ure
event s t hat are inherently uncert ain. We also addressed t he risk of m anagement override of
int ernal cont rols, including evaluat ing w het her t here w as evidence of bias by t he direct ors
t hat represented a risk of mat erial misst atement due t o fraud.
An audit w as performed on t he financial informat ion of t he group’s operat ing ent it ies w hich
for t he year ended 30 Sept ember 2023 w ere locat ed in t he Unit ed Kingdom and t he Aust ralia.
The audit w ork on each significant and / or mat erial component w as performed by us as group
audit or based upon mat erialit y or risk profile, or in response t o pot ent ial risks of mat erial
misst at em ent t o t he group.
ECR M inerals plc | Annual Report 2023
48
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
Key audit matters
Key audit mat t ers are t hose mat t ers t hat, in our professional judgment , w ere of most
significance in our audit of t he financial st atement s of t he current period and include t he most
significant assessed risks of mat erial misst atement (w het her or not due t o fraud) w e
ident ified, including t hose w hich had t he great est effect on: t he overall audit st rategy, t he
allocat ion of resources in t he audit ; and direct ing t he efforts of t he engagement team. These
mat t ers w ere addressed in t he cont ext of our audit of t he financial st atement s as a w hole,
and in forming our opinion t hereon, and w e do not provide a separat e opinion on t hese
mat t ers.
Key Audit M atter
How our scope addressed this matter
Recoverability of
intangible assets –
exploration and evaluation assets (refer
note 10)
The group as at 30 September 2023 had
ongoing early stage exploration projects in
the Australia.
There is a risk that the expenditure is not
correctly capitalised in accordance with
IFRS 6. There is also a risk that the
capitalised exploration costs are not
recoverable and should be impaired. The
carrying value of intangible exploration
and evaluation assets as at 30 September
2023 is £4,420,597. Comprising early stage
the
impairment
exploration projects,
indicator
requires
assessment
management judgement and estimation
of a range of applicable factors.
the
financial
Relevant disclosures
in
in Note 2
statements are made
surrounding
accounting
critical
judgements, and in Note 10 for Intangible
assets.
Our w ork in t his area included:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
correspondence
Sample
t esting of explorat ion and
evaluat ion expendit ure t o assess t heir
eligibilit y for capit alisat ion under IFRS 6
by corroborat ing t o t he original source
document at ion;
Inspecting explorat ion licences t o verify
t hey remained valid and t hat t he group
held good t it le;
Review ing
(w here
applicable) w it h licensing aut horit ies t o
ensure compliance and assess t he risk of
non-renew al;
challenging
Review ing
management ’s
of
im pairment t aking int o account bot h
ext ernal
im pairment
indicat ors;
Ensuring any perform ance condit ions /
requirement s
minimum expendit ure
relat ing t o licenses were met during t he
year; and
Est ablishing t he int ent ion of t he Board t o
undertake future exploration w ork.
considerat ion
int ernal
and
and
Other information
The ot her informat ion comprises t he informat ion included in t he annual report, ot her t han
t he financial st atement s and our audit or’s report t hereon. The direct ors are responsible for
t he ot her informat ion cont ained w it hin t he annual report. Our opinion on t he group and
parent company financial st at ement s does not cover t he ot her informat ion and, except t o t he
ext ent ot herw ise explicit ly st at ed in our report , w e do not express any form of assurance
conclusion t hereon. Our responsibilit y is t o read t he ot her informat ion and, in doing so,
ECR M inerals plc | Annual Report 2023
49
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
consider w het her t he ot her informat ion is mat erially inconsist ent w it h t he financial
st atement s or our know ledge obt ained in the course of the audit , or ot herw ise appears t o be
mat erially misst ated. If w e ident ify such mat erial inconsist encies or apparent mat erial
misst atement s, w e are required t o det ermine w het her t his gives rise t o a mat erial
misst atement in t he financial st atement s t hemselves. If, based on t he w ork w e have
performed, we conclude t hat t here is a mat erial misstat ement of t his ot her informat ion, w e
are required t o report t hat fact .
We have not hing to report in t his regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the w ork undertaken in the course of t he audit :
t he informat ion given in the st rat egic report and t he direct ors’ report for t he financial
year for w hich t he financial st atement s are prepared is consist ent w it h t he financial
st atement s; and
t he st rategic report and t he direct ors’ report have been prepared in accordance w it h
applicable legal requirem ent s.
M atters on which we are required to report by exception
In t he light of t he know ledge and underst anding of t he group and t he parent company and
t heir environment obt ained in t he course of t he audit , w e have not ident ified mat erial
misst atement s in the strat egic report or t he direct ors’ report .
We have nothing t o report in respect of t he follow ing mat t ers in relat ion t o w hich t he
Companies Act 2006 requires us to report t o you if, in our opinion:
adequat e account ing records have not been kept by t he parent company, or ret urns
adequate for our audit have not been received from branches not visit ed by us; or
t he parent company financial st at ement s are not in agreem ent wit h t he accounting
records and ret urns; or
certain disclosures of directors’ remunerat ion specified by law are not made; or
w e have not received all the information and explanat ions w e require for our audit .
Responsibilities of directors
As explained more fully in t he direct ors’ responsibilities st atement , t he direct ors are
responsible for t he preparation of t he group and parent company financial st atement s and
for being sat isfied t hat t hey give a t rue and fair view , and for such int ernal cont rol as t he
direct ors det ermine is necessary t o enable t he preparation of financial st atement s t hat are
free from mat erial misst at ement , w hether due to fraud or error.
In preparing t he group and parent company financial st at ement s, t he direct ors are responsible
for assessing t he group and t he parent company’s abilit y t o cont inue as a going concern,
disclosing, as applicable, m at ters relat ed t o going concern and using t he going concern basis
of accounting unless t he direct ors eit her int end t o liquidat e t he group or the parent company
or t o cease operations, or have no realist ic alt ernat ive but to do so.
ECR M inerals plc | Annual Report 2023
50
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
Auditor’s responsibilities for the audit of the financial statements
Our objectives are t o obtain reasonable assurance about w het her t he financial st atement s as
a w hole are free from mat erial misst at ement , w hether due t o fraud or error, and t o issue an
audit or’s report t hat includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarant ee t hat an audit conduct ed in accordance w it h ISAs (UK) will alw ays det ect
a m at erial misst atement w hen it exist s. M isst atement s can arise from fraud or error and are
considered mat erial if, individually or in the aggregat e, they could reasonably be expect ed t o
influence the economic decisions of users taken on t he basis of these financial stat ement s.
Irregularit ies, including fraud, are inst ances of non-compliance w it h law s and regulat ions. We
design procedures in line w it h our responsibilit ies, outlined above, t o det ect mat erial
misst atement s in respect of irregularities, including fraud. The ext ent t o w hich our procedures
are capable of det ect ing irregularit ies, including fraud is detailed below :
We obt ained an underst anding of t he group and parent company and t he sect or in
w hich t hey operate t o ident ify law s and regulat ions t hat could reasonably be expected
t o have a direct effect on t he financial st at ement s. We obtained our underst anding in
t his regard t hrough discussions wit h management, applicat ion of cumulat ive audit
know ledge and experience of t he sect or.
We det ermined t he principal law s and regulat ions relevant t o t he group and parent
company in this regard to be those arising from UK adopted int ernat ional account ing
st andards, t he Companies Act 2006, t ax law s and regulat ions, local employment law
and condit ions stipulat ed in the explorat ion licenses.
We designed our audit procedures t o ensure t he audit t eam considered w het her
t here w ere any indicat ions of non-compliance by t he group and parent company w it h
t hose law s and regulat ions. These procedures included, but w ere not limit ed t o:
o Enquiries of managem ent
o Review of legal and regulat ory correspondence (w here applicable)
o Review of Board minutes
We also ident ified t he risks of mat erial misst at ement of t he financial stat ement s due
t o fraud. We considered, in addit ion t o t he non-rebut t able presumpt ion of a risk of
fraud arising from management override of cont rols, t hat t he judgement s and
est imat es made by managem ent in t heir assessment of t he recoverabilit y of
int angible asset s represented t he most significant risk of mat erial misst at ement. Refer
t o the key audit mat ter above.
We addressed t he risk of fraud arising from management override of cont rols by
performing audit procedures w hich included, but w ere not limit ed t o: t he t esting of
journals; review ing accounting est imat es for evidence of bias; and evaluat ing t he
business rat ionale of any significant t ransact ions t hat are unusual or outside t he
normal course of business.
Because of t he inherent limit at ions of an audit, t here is a risk t hat w e w ill not det ect all
irregularit ies, including t hose leading t o a mat erial misst at ement in t he financial st atement s
or non-compliance w it h regulat ion. This risk increases t he more t hat compliance w it h a law or
regulat ion is removed from t he event s and t ransact ions reflected in the financial stat ement s,
as w e w ill be less likely t o become aw are of inst ances of non-compliance. The risk is also
ECR M inerals plc | Annual Report 2023
51
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
great er regarding irregularit ies occurring due t o fraud rat her t han error, as fraud involves
int ent ional concealm ent , forgery, collusion, omission or misrepresent ation.
A furt her descript ion of our responsibilit ies for t he audit of t he financial st at ement s is locat ed
on t he Financial Reporting Council’s w ebsit e at : w w w .frc.org.uk/ audit orsresponsibilit ies. This
description forms part of our audit or’s report .
Use of our report
This report is made solely t o the company’s members, as a body, in accordance w it h Chapt er
3 of Part 16 of t he Companies Act 2006. Our audit w ork has been undertaken so t hat w e might
st ate t o t he company’s members t hose mat t ers w e are required t o st at e t o t hem in an
audit or’s report and for no ot her purpose. To t he fullest ext ent permit t ed by law , w e do not
accept or assume responsibilit y t o anyone, ot her t han t he company and t he company's
members as a body, for our audit w ork, for t his report , or for t he opinions w e have formed.
Daniel Hutson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
31 M arch 2024
15 West ferry Circus
Canary Wharf
London E14 4HD
ECR M inerals plc | Annual Report 2023
52
CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E
For the year ended 30 September 2023
Year ended
30 Sept ember
2023
£
Year ended
30 Sept ember
2022
£
Note
Continuing operations
Other administ rative expenses
Impairment of int angible asset s
Loss on ot her current asset s
Disposal of asset s
Impairment of invest ment s
Share based payment
Currency exchange differences
Total administrative expenses
Operating loss
Asset s held at fair value t hrough profit and
loss
Financial income
Ot her income
Finance income and costs
Loss for the year before taxation
Income tax
Loss for the year from continuing operations
Loss for the year - all attributable to owners
of the parent
Earnings per share - basic and diluted
On cont inuing operations
3
7
5
4
(1,320,357)
-
(149,282)
(4,233)
(112,928)
(156,380)
(6,049)
(1,749,229)
(1,214,398)
(1,576,822)
(18,991)
-
-
27,173
(2,783,038)
(1,749,229)
(2,783,038)
(34,695)
16,510
(1,783,924)
(2,766,528)
3,111
8,142
11,253
651
151,004
151,655
(1,772,670)
-
(1,772,670)
(2,614,873)
-
(2,614,873)
(1,772,670)
(2,614,873)
(0.15)p
(0.25)p
The period to w hich this consolidat e st atement of comprehensive income applies w as t he
12-mont h period from 1 Oct ober 2022 t o 30 Sept ember 2023.
There w as no ot her comprehensive income in the period. All activit ies relat e to continuing
operat ions.
The notes on pages 59 t o 82 are an int egral part of these financial st atement s.
ECR M inerals plc | Annual Report 2023
53
CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E
For the year ended 30 September 2023
Year ended
30 Septem ber 2023
£
Year ended
30 Septem ber 2022
£
Loss for the year
(1,772,670)
(2,614,873)
Items that may be reclassified subsequently to
profit or loss
(Loss)/ gain on exchange t ranslat ion
Other comprehensive gain for the year
(360,099)
(360,099)
342,215
342,215
Total comprehensive loss for the year
(2,132,769)
(2,272,658)
The notes on pages 59 t o 82 are an int egral part of these financial st atement s.
ECR M inerals plc | Annual Report 2023
54
CONSOLIDATED AND COM PANY STATEM ENTS OF FINANCIAL POSITION
For the year ended 30 September 2023
Group
Company
Assets
Non-current assets
Propert y, plant and equipment
Invest ment s in subsidiaries
Int angible assets
Other receivables
Current assets
Trade and ot her receivables
Invent ory
Financial asset s at fair value
t hrough profit or loss
Cash and cash equivalent s
Not e
8
9
10
11
11
9
12
Total assets
Current liabilities
Trade and ot her payables
14
Total liabilities
Net assets
Equity attributable to owners
30 September 30 Sept ember 30 September 30 Sept ember
2022
£
2022
£
2023
£
2023
£
567,672
-
4,420,597
-
1,188,192
-
3,760,919
-
4,988,269
4,949,111
7,297
1
347,984
4,005,390
4,360,672
7,849
22,543
147,985
5,792,859
5,971,236
85,383
-
10,390
148,043
70,641
45,084
1,065,853
-
10,390
1,037,568
-
45,084
82,462
842,889
6,589
233,106
178,235
1,106,657
1,082,832
1,315,758
5,166,504
6,055,768
5,443,504
7,286,944
154,101
154,101
206,684
206,684
101,042
101,042
135,925
135,954
5,012,403
5,849,084
5,342,462
7,151,069
of the parent
Share capit al
Share prem ium
Exchange reserve
Other reserves
Ret ained losses
Total equity
13
13
11,292,415
54,195,398
566,114
597,086
(61,638,610)
11,290,980
53,057,125
926,213
440,706
(59,865,940)
11,292,415
54,195,398
-
597,086
(60,742,437)
11,290,980
53,057,125
-
440,706
(57,637,742)
5,012,403
5,849,084
5,342,462
7,151,069
The Company has elect ed t o t ake t he exempt ion under section 408 of t he Companies Act 2006
from present ing t he parent company profit and loss account. The loss for t he parent company
for t he year w as £3,104,695 (2022: £2,263,395 loss).
The notes on pages 59 t o 82 are an int egral part of t hese financial st atement s. The financial
st atement s w ere approved and aut horised for issue by t he Direct ors on 31 M arch 2024 and
w ere signed on it s behalf by:
W eili (David) Tang
Nick Tulloch
ECR M inerals plc | Annual Report 2023
55
CONSOLIDATED STATEM ENT OF CHANGES IN EQUITY
For the year ended 30 September 2023
Share
capital
Share
premium
Exchange
reserve
Other
reserves
Retained
reserves
Total
(Not e 13)
£
(Not e 13)
£
11,290,483
52,593,562
–
–
–
497
–
497
–
–
–
463,563
–
463,563
£
583,998
–
342,215
342,215
–
–
–
£
£
440,706 (57,251,067)
£
7,657,683
–
–
–
–
–
–
(2,614,873) (2,614,873)
342,215
–
(2,614,873) (2,272,658)
–
–
–
464,060
–
464,060
11,290,980
53,057,125
926,213
440,706 (59,865,940)
5,848,084
–
–
–
1,352
–
83
–
1,435
–
–
–
1,132,356
(42,000)
47,917
–
1,138,273
–
(360,099)
(360,099)
–
–
–
–
–
–
–
(1,772,670) (1,772,670)
(360,099)
–
–
–
–
–
156,380
–
(1,772,670) (2,132,769)
1,133,708
(42,000)
48,000
156,380
–
–
–
–
–
1,296,088
11,292,415
54,195,398
566,114
597,086 (61,638,610)
5,012,403
Balance at 30 September
2021
Loss for t he year
Gain on exchange
t ranslat ion
Total comprehensive loss
Shares issued
Share issue cost s
Total t ransact ions w it h
ow ners, recognised directly
in equit y
Balance at 30 Sept ember
2022
Loss for t he year
Loss on exchange translat ion
Total comprehensive loss
Shares issued
Share issue cost s
Shares issued for services
Share based payment
Total t ransact ions w it h
ow ners, recognised directly
in equit y
Balance at 30 September
2023
ECR M inerals plc | Annual Report 2023
56
COM PANY STATEM ENT OF CHANGES IN EQUITY
For the year ended 30 September 2023
Balance at 30 September 2021
Loss for t he year
Total comprehensive expense
Shares issued
Share issue cost s
Tot al t ransact ions w it h ow ners, recognised
direct ly in equit y
Balance at 30 September 2022
Loss for t he year
Tot al com prehensive expense
Shares issued
Share issue cost s
Shares issued for services
Share based paym ents
Tot al t ransact ions w it h ow ners, recognised
direct ly in equit y
Balance at 30 September 2023
Share capital
Share
premium
Other
reserves
Retained
reserves
Total
(Not e 13)
£
11,290,483
(Not e 13)
£
£
£
440,706 (55,386,253)
£
8,938,498
52,593,562
–
–
463,563
–
463,563
–
–
497
–
497
–
–
–
–
–
(2,251,490)
(2,251,490)
(2,251,490)
(2,251,490)
–
–
–
464,060
–
464,060
11,290,980
53,057,125
440,706 (57,637,742)
7,151,069
–
–
–
–
1,352
1,132,356
–
–
–
–
83
–
(42,000)
47,917
–
–
–
156,380
1,435
1,138,273
156,380
(3,104,695)
(3,104,695)
(3,104,695)
(3,104,695)
–
–
–
–
–
1,133,708
(42,000)
48,000
156,380
1,296,088
11,292,415
54,195,398
597,086 (60,742,437)
5,342,462
The accompanying notes on pages 59 t o 82 form part of t hese financial st atement s.
The follow ing describes t he nat ure and purpose of each reserve w it hin equit y:
Reserve
Description and purpose
Share capit al
Share prem ium
Share based
payment s reserve
Ret ained earnings
/ (loss)
Amount subscribed for share capit al at t he nominal value of £0.01 per
ordinary share
Amount subscribed for share capit al in excess of nominal value, net of
share issue cost s
Amount s recognised for share-based payment t ransactions including
share opt ions grant ed t o employees and other part ies
Cumulat ive net gains and losses recognised in t he consolidat ed
st atement of comprehensive income
ECR M inerals plc | Annual Report 2023
57
CONSOLIDATED AND COM PANY CASHFLOW STATEM ENT
For the year ended 30 September 2023
Group
Company
Not e
20
8
10
Year ended
30 Sept ember
2023
£
(1,183,552)
Year ended
30 Sept ember
2022
£
(918,135)
Year ended
30 Sept ember
2023
£
(869,282)
Year ended
30 Sept ember
2022
£
(733,226)
(167,948)
(90,321)
(5,410)
(2,541)
(779,251)
–
–
(1,674,046)
–
(10,000)
509,212
88,634
–
–
–
–
(314,663)
(22,543)
(10,000)
42,952
7
–
3,112
(434,875)
–
651
(1,685,082)
(210,931)
1,106
(215,235)
(659,033)
265
(965,563)
858,000
464,060
858,000
464,060
858,000
464,060
858,000
464,060
(760,427)
(2,139,157)
(226,517)
(1,234,729)
842,889
2,982,046
233,106
1,467,835
–
–
–
–
12
84,462
842,889
6,589
233,106
Net cash used in operations
Investing activities
Purchase of property, plant &
equipment
Increase in exploration asset s
Invest ment in subsidiary
Invest ment in available for sale
asset s
Proceeds from sale of property,
plant and equipment
Loan t o subsidiary
Int erest income
Net cash used
activities
Financing activities
in
investing
cash
from
financing
Proceeds from issue of share
capit al (net of issue cost s)
Net
activities
Net change in cash and cash
equivalents
Cash and cash equivalents at
beginning of the year
Effect of change
exchange rates
Cash and cash equivalents at end
of the year
foreign
in
Non-cash transact ions:
Shares issued for explorat ion
asset s
Shares issued for services
199,999
81,709
The accompanying notes on pages 59 t o 82 form part of t hese financial st atement s.
ECR M inerals plc | Annual Report 2023
58
NOTES TO THE FINANCIAL STATEM ENTS
1.
GENERAL INFORM ATION
1.1
Group
The Company and t he Group operated mineral explorat ion and development project s. The
Group’s principal int erest s are located in Australia and the Philippines.
The Company is a public limit ed company incorporat ed and domiciled in England. The
regist ered office of t he Company and it s principal place of business is Office T3, Hurlingham
St udios, Ranelagh Gardens, London SW6 3PA. The Com pany is quot ed on t he Alt ernat ive
Invest ment M arket (AIM ) of the London Stock Exchange.
1.2
Company income statement
The Company has t aken advant age of Section 408 of t he Companies Act 2006 and has not
included it s ow n profit and loss account in t hese financial st atement s. The loss for t he
financial period dealt w it h in the accounts of t he Company amounted to £3,104,695.
2.
PRINCIPAL ACCOUNTING POLICIES
2.1
Overall considerations
The principal accounting policies t hat have been used in t he preparation of t hese consolidat ed
financial st atement s are set out below . The policies have been consist ent ly applied unless
otherw ise st at ed.
2.2
Basis of preparation
The Consolidat ed Financial St atement s of t he Group and Company have been prepared in
accordance w it h UK-adopt ed int ernat ional accounting st andards in conformit y wit h t he
requirement s of t he Companies Act 2006 and regulat ions made under it . The Company
Financial St atement s have been prepared under t he hist orical cost convent ion. The principal
accounting policies are set out below and have, unless ot herw ise st ated, been applied
consist ent ly for all periods present ed in t hese Consolidat ed Financial St atement s.
The financial st at ement s are prepared in pounds st erling and amount s are rounded t o t he
nearest t housand.
(i)
New and amended st andards, and int erpret at ions issued and effect ive for t he financial
year beginning 1 October 2022
There w ere no new st andards, amendment s or int erpret ations effective for t he first t ime for
periods beginning on or aft er 1 Oct ober 2022 t hat had a mat erial effect on t he Group or
Company financial st atement s.
(ii)
New st andards, amendment s and int erpret at ions in issue but not yet effect ive
At t he dat e of approval of t hese financial st atement s, t he follow ing st andards and
int erpret ations w hich have not been applied in t hese financial st atement s w ere in issue for
t he period beginning 1 January 2023 but not yet effect ive:
ECR M inerals plc | Annual Report 2023
59
NOTES TO THE FINANCIAL STATEM ENTS
Amendment s t o IAS 1: Classificat ions of current or non-current liabilit ies (effect ive 1
January 2024);
Am endment s t o IAS 8: Account ing Policies, Changes t o Account ing Est im at es and
Errors (effective 1 January 2023);
Amendment s t o IAS 12: Income Taxes – Deferred Tax arising from a Single Transact ion
(effective 1 January 2023).
Amendment s t o IAS 1: Present at ion of Financial St atement s and IFRS Practice
St atement 2: Disclosure of Account ing Policies (effective 1 January 2023).
Amendment s t o IAS 8 Account ing policies, Changes in Account ing Est im at es and
Errors –Definit ion of Accounting Est imat es – effect ive 1 January 2023
Amendment s t o IAS 12 Deferred Tax Relat ed t o Asset s and Liabilit ies arising from a
Single Transact ion - effect ive 1 January 2023
The Direct ors do not expect t hat t he adoption of t hese st andards w ill have a mat erial impact
on t he financial informat ion of the Group or Company in fut ure periods.
2.3
Basis of consolidation
Where t he Group has cont rol over an invest ee, it is classified as a subsidiary. The Group
cont rols an invest ee if all t hree of t he follow ing element s are present : pow er over t he
invest ee, exposure to variable ret urns from t he invest ee and t he abilit y of t he invest or to use
it s pow er t o affect t hose variable ret urns. Cont rol is reassessed w henever facts and
circumst ances indicat e t hat there may be a change in any of these element s of cont rol.
De-fact o cont rol exist s in sit uat ions w here t he Group has t he pract ical abilit y t o direct t he
relevant activit ies of t he invest ee w it hout holding t he majorit y of t he vot ing right s. The Group
cont rols an ent it y w hen t he Group is exposed t o, or has right s t o, variable ret urns from it s
involvement w it h t he ent it y and has the abilit y to affect those ret urns through it s pow er over
t he ent it y.
The consolidat ed financial st atement s present t he result s of t he Group as if t hey formed a
single ent it y. Int ercompany t ransactions and balances bet w een group companies are
eliminat ed in full.
The consolidat ed financial st at ement s incorporat e t he financial st at ement s of t he Com pany
and one of it s subsidiaries m ade up t o 30 Sept ember 2023. Subsidiary undertakings acquired
during t he period are recorded under t he acquisit ion met hod of accounting and t heir result s
consolidat ed from t he dat e of acquisit ion, being t he dat e on w hich t he Company obtains
cont rol, and cont inue t o be consolidat ed unt il t he dat e such cont rol ceases.
The subsidiaries included are as follow s:
M ercat or Gold Aust ralia Pt y Ltd
Lux Explorat ion Pt y Lt d
Cordillera Tiger Int ernational Resources Inc. (up t o 19 June 2023 – see Not e 10)
Warm Springs Renewable Energy Corporat ion
Copper Flat Corporation (formerly New M exico Copper Corporation)
2.4
Going concern
ECR M inerals plc | Annual Report 2023
60
NOTES TO THE FINANCIAL STATEM ENTS
The Financial St atement s have been prepared on t he going concern basis and do not include
t he adjustment s t hat w ould result if t he Group w as unable t o cont inue as a going concern.
The financial st atement s have been prepared on a going concern basis w hich assumes t hat
t he Company w ill cont inue in operational exist ence for t he foreseeable fut ure.
The Company is current ly financed t hrough invest ment by it s shareholders and during t he
period t he Company raised £900,000 before cost s, from t he issue of shares. The Company
made a loss for t he period of £1,772,670 before t axation and foreign exchange adjust ment s.
Nonet heless, t he Company held bank balances of £84,338 at t he year end.
In assessing w het her t he going concern assum pt ion is appropriat e, t he Direct ors consider all
available informat ion for the foreseeable fut ure, in part icular for the tw elve mont hs from t he
dat e of approval of t he financial st atement s. This informat ion includes managem ent prepared
cash flow s forecast s, t he Company’s current cash balances and t he Company’s exist ing and
project ed mont hly running cost s. Furt hermore, t he Direct ors are mindful t hat, if t he Company
needs t o raise furt her funds over t he 12 mont hs follow ing approval of t he financial st atement s
t o execute it s st rategy and for w orking capit al, it has t he abilit y t o access addit ional financing,
if required, over t he next 12 mont hs. Specifically, t he Company successfully complet ed t w o
fundraisings in 2023 t hrough t he issue of new ordinary shares and, in addit ion, has raised a
furt her £585,000 before costs in M arch 2024.
Therefore, t he Directors have made an informed judgem ent at t he t ime of approving t he
financial st atement s t hat t here is a reasonable expect at ion t hat t he Company has adequate
resources to cont inue in operat ional exist ence for t he foreseeable fut ure. Thus, t hey cont inue
t o adopt t he going concern basis of account ing in preparing t he financial st at ement s.
How ever, as t here can be no certaint y t hat required cash can be readily raised from fut ure
financings, t here remains a mat erial uncert aint y t hat may cause significant doubt about t he
Group t o cont inue as a going concern.
The audit ors have made reference to going concern by w ay of a mat erial uncertaint y w it hin
t heir audit report .
2.5
Foreign currency translation
The consolidat ed financial st atement s are present ed in pounds st erling w hich is t he funct ional
and present ational currency represent ing the primary economic environment of t he Group.
Foreign currency t ransact ions are t ranslat ed int o t he respect ive funct ional currencies of t he
Company and it s subsidiaries using t he exchange rat es prevailing at t he dat e of t he t ransact ion
or at an average rat e w here it is not practicable t o t ranslat e individual t ransact ions. Foreign
exchange gains and losses are recognised in the income stat ement .
M onet ary asset s and liabilit ies denominat ed in a foreign currency are t ranslat ed at t he rat es
ruling at t he St atement of Financial Posit ion dat e.
The asset s and liabilities of t he Group’s foreign operat ions are t ranslat ed at exchange rat es
ruling at t he St at ement of Financial Posit ion dat e. Income and expense it ems are t ranslat ed
at t he average rat es for t he period. Exchange differences are classified as equit y and
t ransferred t o t he Group’s exchange reserve. Such differences are recognised in t he income
st atement in the periods in w hich t he operat ion is disposed of.
ECR M inerals plc | Annual Report 2023
61
NOTES TO THE FINANCIAL STATEM ENTS
2.6
Cash and cash equivalents
Cash includes pett y cash and cash held in current bank account s. Cash equivalent s include
short–t erm invest ment s t hat are readily convert ible t o know n amount s of cash and w hich
are subject t o insignificant risk of changes in value.
2.7
Investment in subsidiaries
Subsidiaries are ent it ies cont rolled by t he Group. The Group cont rols an ent it y w hen it is
exposed t o, or has right s t o, variable ret urns from it s involvement w it h the entit y and has the
abilit y t o affect t hose ret urns through it s pow er over t he ent it y.
The invest ment s in subsidiaries held by the Company are valued at cost less any provision for
im pairment t hat is considered t o have occurred, t he result ant loss being recognised in t he
income stat ement .
2.8
Financial instruments
Financial assets
The Group’s financial assets comprise equit y invest ment s held as financial assets at fair value
t hrough profit or loss as required by IFRS 9, and financial asset s at amortised cost , being cash
and cash equivalent s and receivables balances. Financial asset s are assigned t o t he respective
categories on init ial recognit ion, based on the Group’s business model for managing financial
asset s, w hich det ermines w het her cash flow s w ill result from collecting cont ract ual cash flow s,
selling t he financial assets, or bot h.
Financial asset s at amort ised cost are non–derivat ive financial asset s wit h fixed or
det erminable payment s t hat are not quoted in an act ive market . These asset s are init ially
measured at fair value plus t ransact ion cost s directly at t ribut able t o t heir acquisit ion or issue,
and are subsequently carried at am ortised cost using t he effective int erest rat e m et hod, less
provision for im pairment under the expect ed credit loss model.
The Group’s receivables fall int o t his cat egory of financial inst rument s. Discount ing is omit t ed
w here the effect of discounting is immat erial.
Equit y invest ment s are held as financial asset s at fair value t hrough profit or loss. These asset s
are init ially recognised at fair value and subsequent ly carried in t he financial st at ement s at
fair value, w it h net changes recognised in profit or loss.
Derecognition
A financial asset (or, w here applicable, a part of a financial asset or part of a group of sim ilar
financial asset s) is prim arily derecognised (i.e., removed from t he Group’s consolidat ed
st atement of financial posit ion) w hen:
(cid:127)
(cid:127)
The right s t o receive cash flow s from the asset have expired; or
The Group has t ransferred it s right s t o receive cash flow s from t he asset or has
assumed an obligat ion t o pay t he received cash flow s in full wit hout mat erial delay t o
a t hird part y under a ‘pass-t hrough’ arrangement; and eit her (a) t he Group has
t ransferred substant ially all t he risks and rewards of t he asset , or (b) t he Group has
ECR M inerals plc | Annual Report 2023
62
NOTES TO THE FINANCIAL STATEM ENTS
neit her t ransferred nor ret ained substant ially all t he risks and rew ards of t he asset ,
but has t ransferred control of t he asset .
Impairment of financial assets
The Group recognises an allow ance for expected credit losses (“ ECLs” ) for all debt inst rument s
not held at fair value through profit or loss.
The amount of t he expected credit loss is measured as the difference bet w een all cont ract ual
cash flow s t hat are due in accordance w it h t he cont ract and all t he cash flow s t hat are
expected t o be received (i.e. all cash short falls), discounted at t he original effective int erest
rate (EIR).
For t rade receivables (not subject t o provisional pricing) and ot her receivables due in less t han
12 mont hs, t he Group applies t he sim plified approach in calculat ing ECLs, as permit t ed by IFRS
9. Therefore, t he Group does not t rack changes in credit risk, but inst ead, recognises a loss
allow ance based on t he financial asset ’s lifet ime ECL at each reporting dat e.
Financial liabilities
All financial liabilit ies are recognised init ially at fair value and, in t he case of loans and
borrow ings and payables, net of direct ly at tribut able transact ion cost s.
The Group’s financial liabilit ies include t rade and ot her payables and are held at amort ised
cost . Aft er init ial recognit ion, t rade and ot her payables are subsequently measured at
amort ised cost using t he EIR met hod. Gains and losses are recognised in t he st atement of
profit or loss and ot her comprehensive income w hen t he liabilit ies are derecognised, as w ell
as through t he EIR amortisat ion process.
Derecognition
A financial liabilit y is derecognised w hen t he associat ed obligat ion is discharged or cancelled
or expires. When an exist ing financial liabilit y is replaced by another from t he same lender on
substant ially different t erms, or t he t erms of an exist ing liabilit y are substant ially modified,
such an exchange or modificat ion is t reat ed as t he derecognit ion of t he original liabilit y and
t he recognit ion of a new liabilit y. The difference in t he respect ive carrying amount s is
recognised in profit or loss and ot her comprehensive income.
2.9
Exploration and Development costs
All cost s associat ed w it h mineral explorat ion and invest ment s are capit alised on a project –by–
project basis, pending det erminat ion of t he feasibilit y of t he project . Cost s incurred include
appropriat e t echnical and administ rative expenses but not general overheads. If an
explorat ion project is successful, t he relat ed expendit ures w ill be t ransferred t o mining asset s
and amort ised over t he est imat ed life of t he commercial ore reserves on a unit of product ion
basis. Where a licence is relinquished or a project abandoned, t he relat ed cost s are w rit t en
off in t he period in w hich t he event occurs. Where t he Group maint ains an int erest in a project ,
but t he value of t he project is considered t o be im paired, a provision against t he relevant
capit alised cost s w ill be raised. The recoverabilit y of all explorat ion and development cost s is
dependent upon cont inued good t it le t o relevant asset s being held, t he discovery of
economically recoverable reserves, t he abilit y of t he Group t o obtain necessary financing t o
complet e t he developm ent of reserves and fut ure profit able product ion or proceeds from t he
disposit ion thereof.
ECR M inerals plc | Annual Report 2023
63
NOTES TO THE FINANCIAL STATEM ENTS
2.10 Property, Plant and Equipment
Tangible fixed asset s are measured at hist orical cost , less accumulat ed depreciat ion and any
provision for im pairment losses. Hist orical cost includes expendit ure t hat is direct ly
at tribut able t o bringing t he asset s t o t he locat ion and condit ion necessary for it t o be capable
of operating in the manner int ended by management .
Depreciat ion is charged on each part of an it em of t angible fixed asset s so as t o w rit e off t he
cost of asset s less t he residual value over t heir est imated useful lives, using t he st raight –line
met hod. Depreciat ion is charged t o t he income st atement . The est imat ed useful lives are as
follow s:
Office equipment
Furnit ure and fit t ings
M achinery and equipm ent
M otor Vehicles
Land
3 years
5 years
5 years
5 years
Not depreciat ed
Useful economic lives and est imat ed residual values are review ed annually and adjusted as
appropriat e.
Expenses incurred in respect of t he maint enance and repair of property, plant and equipment
are charged against income w hen incurred. Refurbishment s and improvement s expendit ure,
w here t he benefit is expected t o be long last ing, is capit alised as part of t he appropriat e asset .
An it em of property, plant and equipment ceases to be recognised upon disposal or w hen no
fut ure economic benefit s are expect ed from it s use or disposal. Any gain or loss arising on
cessation of recognit ion of t he asset (calculat ed as t he difference bet w een t he net disposal
proceeds and t he carrying amount of t he asset ) is included in t he income st atement in t he
year t he asset ceases t o be recognised.
2.11 Impairment testing of intangible and tangible assets
At each balance sheet dat e, t he Company assesses whet her t here is any indicat ion t hat t he
carrying value of any asset may be im paired. If any such indicat ion exist s, t he recoverable
amount of t he asset is est imat ed in order t o det ermine t he ext ent of t he impairm ent loss (if
any).
2.12 Leases
Asset s and liabilit ies arising from a lease are init ially measured on a present value basis. The
lease payments are discount ed using t he int erest rat e im plicit in t he lease. If that rat e cannot
be readily det ermined, t he lessee’s increment al borrow ing rat e is used, being t he rat e t hat
t he individual lessee w ould have t o pay t o borrow t he funds necessary t o obtain an asset of
sim ilar value t o t he right -of-use asset . Lease payment s are allocat ed bet w een principal and
finance cost . All other short t erm leases are regarded as operating leases and t he payment s
made under t hem are charged t o t he income st atement on a st raight -line basis over t he lease
t erm.
2.13 Equity
Equit y comprises t he following:
ECR M inerals plc | Annual Report 2023
64
NOTES TO THE FINANCIAL STATEM ENTS
“ Share capit al” represent s t he nominal value of equit y shares, both ordinary and
deferred.
“ Share premium ” represent s t he excess over nominal value of t he fair value of
considerat ion received for equit y shares, net of expenses of t he share issues.
“ Ot her reserves” represent the fair values of share opt ions and w arrant s issued.
o “ Ret ained reserves” include all current and prior year result s, including fair
value adjustment s on financial asset s, as disclosed in t he consolidat ed
st atement of comprehensive income.
“ Exchange reserve” includes the amount s described in more detail in the follow ing
not e on foreign currency below .
2.14 Share-based payments
During t he period, t he Company issued share opt ions t o direct ors and em ployees and shares
w ere issued t o certain PR consult ants as part of t heir fees. The issue of share options
const it uted a modification t o share opt ions t hat had previously been issued by t he Company
as explained further in Note 2.21 below .
All goods and services received in exchange for t he grant of any share–based payment are
measured at t heir fair values. Where employees are rew arded using share–based payment s,
t he fair values of employees’ services are determined indirectly by reference t o t he fair value
of t he inst rument grant ed t o t he employee.
The fair value is appraised at t he grant dat e and excludes t he im pact of non–market vest ing
condit ions. Fair value is measured by use of t he Black Scholes model. The expected life used
in t he model has been adjusted, based on management’s best est imat e, for t he effects of
non–transferabilit y, exercise rest rictions, and behavioural considerat ions.
All equit y–set t led share–based payment s are ult imately recognised as an expense in t he
income stat ement w it h a corresponding credit t o “ ot her reserves” .
If vest ing periods or ot her non–market vest ing condit ions apply, t he expense is allocat ed over
t he vest ing period, based on t he best available est imat e of t he number of share options
expected t o vest . Est im at es are subsequently revised if t here is any indicat ion t hat t he number
of share options expected t o vest differs from previous est imat es. Any cumulat ive adjustment
prior t o vest ing is recognised in t he current period. No adjustment is made t o any expense
recognised in prior years if share options ult imat ely exercised are different t o t hat est imat ed
on vest ing.
Upon exercise of share opt ions, t he proceeds received net of at tribut able t ransact ion cost s
are credit ed to share capit al and, w here appropriat e, share premium.
A gain or loss is recognised in profit or loss w hen a financial liabilit y is set tled t hrough t he
issuance of t he Company’s ow n equit y inst rument s. The amount of t he gain or loss is
calculat ed as t he difference bet w een t he carrying value of t he financial liabilit y ext inguished
and t he fair value of the equit y inst rument issued.
ECR M inerals plc | Annual Report 2023
65
NOTES TO THE FINANCIAL STATEM ENTS
2.15 Taxation
The t ax expense for t he period comprises current t ax. Tax is recognised in t he income
st atement , except t o t he ext ent t hat it relat es t o it ems recognised direct ly in equit y. In t his
case t he t ax is also recognised direct ly in ot her comprehensive income or direct ly in equit y,
respect ively.
The current income t ax charge is calculat ed on t he basis of t he t ax law s enact ed or
subst ant ively enact ed at t he end of t he repor t ing period in t he count ries w here t he Group
operates and generat es t axable income. M anagement periodically evaluat es positions t aken
in t ax ret urns w it h respect t o sit uat ions in w hich applicable t ax regulat ion is subject t o
int erpret ation. It est ablishes provisions w here appropriat e on t he basis of amount s expect ed
t o be paid t o the tax aut horit ies.
Deferred t ax represent s t he t ax expect ed t o be payable or recoverable on t he t emporary
differences bet w een t he carrying amounts of asset s and liabilit ies for financial reporting
purposes and t he amount s used for t axat ion purposes. The Com pany has t ax losses w hich can
be used to offset future profit s. A deferred tax asset is recognised only t o t he ext ent t hat it is
probable t hat fut ure t axable profit s w ill be available against w hich t he asset can be ut ilised.
No deferred t ax asset has been recognised in the current period.
2.16 Provisions
A provision is recognised in t he St at ement of Financial Posit ion w hen t he Group or Company
has a present legal or const ructive obligat ion as a result of a past event , and it is probable t hat
an outflow of economic benefit s w ill be required t o set tle t he obligat ion. If t he effect is
mat erial, provisions are det ermined by discount ing t he expect ed fut ure cash flow s at a pre–
t ax rat e t hat reflect s current market assessment s of t he t ime value of money and, w here
appropriat e, t he risks specific to the liabilit y.
2.17 Critical accounting judgements and key sources of estimation uncertainty
In t he process of applying t he ent it y’s accounting policies, management makes estim at es and
assumpt ions t hat have an effect on t he amount s recognised in t he financial informat ion.
Alt hough these est imat es are based on managem ent ’s best know ledge of current event s and
actions, actual result s may ult imat ely differ from t hose est imat es. The key assumpt ions
concerning t he fut ure, and ot her key sources of est imation uncert aint y at t he balance sheet
dat e, t hat have a significant risk of causing a m at erial adjustment t o t he carrying amounts of
asset s and liabilit ies w it hin t he next financial period, are t hose relat ing t o t he valuat ion of
share based payment s.
Capitalisat ion and recoverabilit y of explorat ion cost s (Not e 10):
Capit alised explorat ion and evaluation cost s consist of direct cost s, licence paym ent s and fixed
salary/ consult ant cost s, capit alised in accordance w it h IFRS 6 "Exploration for and Evaluat ion
of M ineral Resources" . The group and company recognises expendit ure as explorat ion and
evaluat ion asset s w hen it det ermines t hat t hose asset s w ill be successful in finding specific
mineral asset s. Exploration and evaluat ion asset s are init ially measured at cost . Explorat ion
and evaluat ion cost s are assessed for indicat ions of im pairment at each reporting dat e. Where
ECR M inerals plc | Annual Report 2023
66
NOTES TO THE FINANCIAL STATEM ENTS
t he carrying amount of an asset exceeds it s recoverable amount an im pairment is recognised.
Any im pairment is recognised directly in profit or loss.
Recoverabilit y of invest ment in subsidiaries including int ra group receivables (Not e 9 and 11)
The recoverabilit y of invest ment s in subsidiaries, including int ra group receivables, is direct ly
linked t o t he recoverabilit y of t he exploration asset s in t hose ent it ies, w hich is subject t o t he
same est imat es and judgem ent s as explained above.
3.
OPERATING LOSS
The operating loss is stat ed aft er charging:
Depreciat ion of property, plant and equipment
remunerat ion – fees payable
Operating lease expenses
Audit ors’
t he
Company’s audit or for t he audit of t he parent company
and consolidat ed financial stat ement s
Audit ors’
remunerat ion – fees payable
t he
Company’s audit or for non-audit of t he parent company
and consolidat ed financial stat ement s
t o
t o
4.
EARNINGS PER SHARE
Basic and Dilut ed
Year ended
30 Sept ember
2023
£
Year ended
30 September
2022
£
131,541
46,004
40,000
104,165
44,843
32,000
3,978
3,456
Year ended 30
Sept ember 2023
Year ended 30
Sept ember 2022
Weight ed number of shares in issue during t he year
1,150,924,615
1,039,370,796
Loss from continuing operat ions at tribut able to ow ners
of t he parent
£
£
(1,772,670)
(2,614,873)
Basic earnings per share has been calculat ed by dividing t he loss at tribut able t o equit y holders
of t he company aft er t axat ion by t he w eight ed average number of shares in issue during t he
year. There is no difference bet w een t he basic and dilut ed earnings per share as t he effect on
t he exercise of options and w arrant s w ould be t o decrease t he earnings per share.
Det ails of share options and w arrant s t hat could pot ent ially dilut e earnings per share in fut ure
periods is set out in Note 13.
ECR M inerals plc | Annual Report 2023
67
NOTES TO THE FINANCIAL STATEM ENTS
5.
INCOM E TAX
The relat ionship bet w een t he expect ed t ax expense based on t he corporation tax rat e of 25%
for t he year ended 30 Sept ember 2023 (2022: 19%) and t he t ax expense actually recognised
in t he income stat ement can be reconciled as follow s:
Group loss for t he year
Loss on activit ies at effective rat e of corporat ion
t ax of 25% (2022: 19%)
Expenses not deductible for t ax purposes
Loss on disposal of subsidiary not deduct ible for
t ax purposes
Income not t axable
Depreciat ion in excess of capit al allow ances
Loss carried forw ard on w hich no deferred t ax
asset is recognised
Year ended
30 Sept ember
2023
£
(1,772,670)
Year ended
30 Septem ber
2022
£
(2,614,873)
(443,167)
(496,826)
14,424
-
11,253
131,541
285,948
11,540
-
4,363
104,165
376,758
The Company has unused t ax losses of approximat ely £8,386,000 (2022 £8,100,000) t o carry
forw ard and set against fut ure profit s; and t he Company has capit al losses of £197,000 t o
carry forw ard and set against fut ure capit al gains of t he Company. The relat ed deferred t ax
asset has not been recognised in respect of t hese losses as t here is no certaint y in regard t o
t he level and tim ing of fut ure profit s.
6.
STAFF NUM BERS AND COSTS
Group and Company
Direct ors
Administ rat ion
Tot al
The aggregat e payroll costs of
persons w ere as follow s:
t hese
St aff w ages and salaries
Direct ors’ cash based emolument s
Social securit y costs
Pension cont ributions
Year ended 30
Sept ember
2023
Number
5
3
8
£
109,281
203,294
10,209
4,877
327,661
Year ended 30
Sept ember
2022
Number
4
3
7
£
140,167
198,739
24,544
1,456
364,906
ECR M inerals plc | Annual Report 2023
68
NOTES TO THE FINANCIAL STATEM ENTS
The remunerat ion of t he direct ors, w ho are t he key managem ent personnel of t he Group, in
aggregat e for each of t he categories specified in IAS 24 ‘Relat ed Part y Disclosures’ w as as
follow s:
Directors’ cash based emolument s
Pension cont ribut ions
£
203,294
-
203,294
£
198,739
1,456
200,195
Directors’ remuneration
As required by AIM Rule 19, det ails of remunerat ion earned in respect of t he financial year
ended 30 Sept ember 2023 by each Director are set out below :
Director
W Tang
N Tulloch
A Jones
T Davenport
A Scott
Paid
£
40,000
-
25,000
30,000
30,000
125,000
Year ended 30 Sept ember 2022:
Director
C Brow n
W Tang
A Jones
T Davenport
A Scott
Paid
£
17,727
48,000
30,000
36,000
27,000
158,727
Salary
Accrued
£
8,000
500
5,000
6,000
6,000
25,000
Salary
Accrued
£
-
-
-
-
-
-
Consult ing fees
Total
Paid
£
1,150
-
51,644
-
-
52,794
Accrued
£
-
-
-
-
-
-
£
49,150
500
81,644
36,000
36,000
203,294
Consult ing fees
Tot al
Paid
£
-
28,300
80,808
6,400
7,000
122,508
Accrued
£
-
400
-
-
-
400
£
17,727
76,700
110,808
42,400
34,000
281,635
The highest paid Direct or received remunerat ion of £81,644 (2022: £110,808), excluding
share–based payment s.
7.
FINANCE INCOM E
Finance income
Int erest on cash and cash equivalent s
Year ended 30
Sept ember 2023
£
3,111
3,111
Year ended 30
Sept ember 2022
£
651
651
ECR M inerals plc | Annual Report 2023
69
NOTES TO THE FINANCIAL STATEM ENTS
8.
TANGIBLE FIXED ASSETS
Group
Cost
At 1 October 2022
Addit ions
Disposal
FX Rate Differences
At 30 Sept ember
2023
Depreciat ion
At 1 October 2022
Depreciat ion for t he
year
Disposal
FX Rate Differences
At 30 Sept ember
2023
Net book value
At 1 October 2022
At 30 Sept ember
2023
Furnit ure &
fit t ings
Office
Equipment
M achinery
&
equipment
Land &
Building
Total
£
3,681
759
-
£
41,239
4,651
£
£
£
553,723
162,537
766,220
1,364,863
-
167,947
-
(273,707)
(461,130)
(734,837)
(50,246)
(27,270)
(77,516)
4,440
45,890
392,307
277,821
720,457
3,158
251
25,071
7,802
148,443
123,512
-
-
-
-
(158,253)
(19,124)
3,409
32,873
116,526
-
-
-
-
-
176,672
131,565
(136,304)
(19,124)
152,808
523
1,031
16,168
13,017
405,281
766,220
1,188,192
275,781
277,821
567,649
Company
Furnit ure &
fit t ings
Office
Equipment
M achinery
&
equipment
Land and
Building
Cost
At 1 October 2022
Addit ions
At 30 Sept ember
2023
Depreciat ion
At 1 October 2022
Depreciat ion for t he
year
At 30 Sept ember
2023
Net book value
At 1 October 2022
At 30 Sept ember
2023
£
1,589
759
2,348
£
29,778
4,651
34,429
1,066
251
22,453
5,710
£
6,824
-
6,824
6,824
-
1,317
28,163
6,824
523
1,031
7,325
6,266
-
-
£
-
-
-
-
-
-
-
-
Total
£
38,191
5,410
43,601
30,343
5,961
36,304
7,848
7,297
The Group and t he Company’s propert y, plant and equipment are free from any mortgage or
charge. The comparable t able for 2022 is det ailed below .
ECR M inerals plc | Annual Report 2023
70
NOTES TO THE FINANCIAL STATEM ENTS
Group
Cost
At 1 October 2021
Addit ions
Disposal
At 30 Sept ember
2022
Depreciat ion
At 1 October 2021
Depreciat ion for t he
year
At 30 Sept ember
2022
Net book value
At 1 October 2021
At 30 Sept ember
2022
Furnit ure &
fit t ings
Office
Equipment
M achinery
&
equipment
Land and
Building
Total
£
2,982
699
-
£
37,240
3,999
£
£
£
513,136
822,705
1,376,063
85,623
90,321
-
(45,036)
(56,485)
(101,521)
3,681
41,239
553,723
766,220
1,364,863
2,982
17,415
52,110
176
7,656
96,333
3,158
25,071
148,443
-
-
-
72,507
104,165
176,672
-
523
19,825
16,168
461,027
405,281
822,705
1,303,557
766,220
1,188,192
Company
Furnit ure &
fit t ings
Office
Equipment
M achinery
&
equipment
£
51,860
-
£
890
699
-
£
27,936
1,842
-
(45,036)
1,589
29,778
6,824
890
176
17,040
5,413
4,424
2,400
1,066
22,453
6,824
-
523
10,896
7,325
47,436
-
Land and
Building
Total
£
-
-
-
-
-
-
-
-
-
£
80,686
2,541
(45,036)
38,191
22,354
7,989
30,343
58,493
7,848
Cost
At 1 Oct ober 2021
Addit ions
Disposal
At 30 Sept em ber
2022
Depreciation
At 1 Oct ober 2021
Depreciat ion
t he year
for
At 30 Sept em ber
2022
Net book value
At 1 Oct ober 2021
At 30 Sept em ber
2022
ECR M inerals plc | Annual Report 2023
71
NOTES TO THE FINANCIAL STATEM ENTS
9.
INVESTM ENTS
Cost as at 1 Oct ober 2022
Impairment
Balance at 30 September 2023
The comparable t able for 2022 is det ailed below :
Cost as at 1 Oct ober 2021
Addit ions
Disposal
Balance at 30 September 2022
Invest ment in subsidiaries
£
22,543
(22,542)
1
Invest ment in subsidiaries
£
272
22,543
(272)
22,543
Investment in subsidiaries
At 30 Sept ember 2023, t he Company had int erests in t he follow ing subsidiary undert akings:
Subsidiaries:
M ercat or Gold Aust ralia
Pty Ltd
Warm Springs
Renew able Energy
Corporation
Copper Flat Corporation
Lux Explorat ion Pt y Lt d
Corderilla Tiger
Int ernational Resources
Inc.*
Principal
count ry of
incorporat ion
Principal
activit y
Aust ralia
USA
M ineral
Exploration
Dormant
USA
Aust ralia
Philippines
Dormant
M ineral
Exploration
M ineral
Exploration
Descript ion
and effective
count ry of
operat ion
Aust ralia
USA
USA
Aust ralia
Philippines
Proport ion of
shares held
100%
90%
100%
100%
90%
* As explained in Note 10, Corderilla Tiger Int ernat ional Resources Inc. has been deconsolidat ed from t he Group
accounts wit h effect from 19 June 2023.
Regist ered office addresses of t he subsidiaries are as follow s:
M ercat or Gold Aust ralia Pt y Ltd
Warm Springs Renewable Energy
Corporation
Copper Flat Corporation (formerly New
M exico Copper Corporat ion)
Lux Explorat ion Pt y Lt d
58 Gipps Street , Collingw ood Victoria, 3066,
Aust ralia
315 Paseo de Peralt a, Santa Fe, NM 87501,
USA
315 Paseo de Peralt a, Santa Fe, NM 87501,
USA
58 Gipps Street , Collingw ood Victoria, 3066,
Aust ralia
ECR M inerals plc | Annual Report 2023
72
NOTES TO THE FINANCIAL STATEM ENTS
Cordillera Tiger Int ernational Resources Inc.
RM 2 4/ F D Rest aurant Bldg. Dangw a
Terminal Baguio
Financial assets at fair value through profit or loss
Quoted invest ment s
At 1 October
Addit ions
Fair value movements
At 30 Sept ember
2023
£
45,084
-
(34,694)
10,390
2022
£
31,461
10,000
3,623
45,084
The financial asset at 30 Sept ember 2023 and 2022 comprises shares in Tiger Int ernational
Resources, Inc. and Unicorn M ineral Resources w hich are held at fair value t hrough profit or
loss in accordance w it h IFRS 9 Financial Inst rument s.
10.
INTANGIBLE ASSETS – exploration and development costs
At 1 October
Addit ions
Impairment
FX Rate Difference
At 30 Sept ember
2023
£
3,760,919
979,251
-
(319,573)
4,420,597
Group
2022
£
3,321,481
1,993,719
(1,554,281)
-
3,760,919
2023
£
147,985
199,999
-
-
347,984
Com pany
2022
£
1,410,144
292,123
(1,554,281)
-
147,985
A summary of explorat ion and development cost s of t he Group is presented below :
Cent ral Vict orian Gold Project s, Aust ralia
Queensland Gold Projects, Aust ralia
At 30 Sept ember
2023
£
4,032,544
388,053
4,420,597
2022
£
3,760,919
-
3,760,919
Danglay Gold Project, Philippines
As at 30 Sept ember 2023, t he Group reassessed it s involvement in t he Philippines in
accordance w it h IFRS 10’s definit ion and guidance on cont rol. As a result of t he officers and
direct ors of Cordillera Tiger not act ing in accordance w it h the Group’s inst ruct ions during t he
period, t he Group has concluded it has no significant influence and no out right cont rol in
making it s judgement in respect of it s Philippines asset s. M anagement have considered t he
Group’s vot ing right s, t he relat ive size and dispersion of t he vot ing right s held by other
shareholders and
t hose shareholders. Recent experience
demonst rat es t hat a sufficient number of t he sm aller shareholders, w ho are also directors of
t he Philippines company, have operated in such a w ay t hat has prevent ed t he Group from
having t he practical abilit y to direct and gain access t o financial and other informat ion t hat is
pert inent to running t hat company.
inact ivit y by
t he recent
Wit h effect from 19 June 2024 the Board has considered t hat t he Group ceased to be able t o
exercise cont rol over CTGRI and t herefore it has derecognised the assets and liabilit ies of t he
ECR M inerals plc | Annual Report 2023
73
NOTES TO THE FINANCIAL STATEM ENTS
subsidiary at t heir carrying amounts. Subsequent t o t hat dat e, t he Group has accounted for
all amount s previously recognised in ot her comprehensive income in relat ion t o CTGRI as if
t he Group had direct ly disposed of t he relat ed asset s or liabilit ies. The consequences of losing
cont rol of CTGRI is insignificant as Group is mainly focussed on it s main operations in Aust ralia.
Furthermore, t he Group believes it has no furt her or ongoing liabilit ies in respect of CTGRI as
it has no cont ract ual arrangement s t hat require t he Group t o provide financial support or
assist CTGRI w it h ot her sources of funding. Consequent ly, t here is no potent ial exposure t o
any furt her loss.
11.
TRADE AND OTHER RECEIVABLES
Non-current assets
Amount ow ed by a subsidiary
Current assets
Amount ow ed by a subsidiary
Other receivables
Prepayment s and accrued income
12.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents
and
cash
Cash
consisted of the following:
Deposit s at banks
equivalents
Group
Company
2023
£
-
-
43,145
42,238
85,383
2022
£
-
-
99,365
48,678
148,043
2023
£
2022
£
4,005,390
5,792,859
1,085,560
18,713
38,072
938,073
50,933
48,563
1,142,345
1,037,568
Group
2023
£
2022
£
Company
2023
£
2022
£
82,462
82,462
842,889
842,889
6,587
6,587
233,106
233,106
13.
SHARE CAPITAL AND SHARE PREM IUM ACCOUNTS
The share capit al of t he Company consist s of t hree classes of shares: ordinary shares of 0.001p
each w hich have equal right s t o receive dividends or capit al repayment s and each of w hich
represent s one vot e at shareholder meet ings; and t w o classes of deferred shares, one of 9.9p
each and t he ot her of 0.099p each, w hich have limit ed right s as laid out in t he Company’s
art icles.
In part icular deferred shares carry no right t o dividends or t o at tend or vot e at shareholder
meet ings and deferred share capit al is only repayable aft er t he nominal value of the ordinary
share capit al has been repaid.
ECR M inerals plc | Annual Report 2023
74
NOTES TO THE FINANCIAL STATEM ENTS
a)
Changes in issued share capit al and share premium
Number of
shares
1,064,464,551
135,185,790
-
8,325,674
Ordinary
shares
£
10,644
1,352
-
83
Deferred Deferred ‘B’
0.099p
shares
£
9.9p
shares
£
Deferred
0.199p
shares
£
7,194,816
-
3,828,359
-
257,161
-
-
-
-
-
-
-
Tot al
shares
£
Share
premium
£
Tot al
£
11,290,980 53,057,125 64,348,105
1,133,707
(42,000)
48,000
1,132,355
(42,000)
47,917
-
83
1,352
1,207,976,015
12,079
7,194,816
3,828,359
257,161
11,292,415
54,195,397
65,487,812
At 1 Oct ober 2022
Issue of shares
less cost s
Shares issued in payment of
credit ors
Balance at
30 September 2023
All t he shares issued are fully paid up and none of t he Company’s shares are held by any of
it s subsidiaries.
b)
Pot ential issue of ordinary shares
Share opt ions
The number and w eight ed average exercise prices of share opt ions valid at the year–end are
as follow s:
Weight ed
average
exercise price
2023
£
0.023
Num ber of
opt ions
2023
60,276,984
Weight ed
average
exercise price
2022
£
0.0113
0.020
-
0.01125
0.022
57,000,000
-
(1,200,000)
116,076,984
0.027
-
0.0175
0.023
Number of
opt ions
2022
17,035,127
45,000,000
-
(1,758,143)
60,276,984
Exercisable at t he beginning
of t he year
Granted during t he year
Exercised during the year
Expired during t he year
Exercisable at t he end of
t he year
The opt ions out st anding at 30 September 2023 have a w eight ed average remaining
contract ual life of 3 year and 2 mont hs (2022: four year and t hree mont hs). Subsequent t o t he
year end, the Company cancelled 54,000,000 share opt ions.
The options out st anding at t he end of t he year have t he follow ing expiry dat e and exercise
prices:
Date granted
Expiry Date
Exercise Price
No. of Options
27 February 2017
28 Oct ober 2024
30 July 2018
23 January 2022
23 January 2022
16 April 2023
28 Oct ober 2024
22 January 2027
22 January 2027
15 April 2028
£0.01725
£0.01125
£0.022
£0.044
£0.011
ECR M inerals plc | Annual Report 2023
4,076,984
10,000,000
35,000,000
10,000,000
19,000,000
75
NOTES TO THE FINANCIAL STATEM ENTS
16 April 2023
16 April 2023
15 April 2028
15 April 2028
£0.022
£0.033
19,000,000
19,000,000
Share-based payments
There w ere no options exercised during t he year.
Share w arrants
Exercisable at t he
beginning of t he year
Exercised during the year
Weight ed
average exercise
price 2023
0.0375
Number of
w arrant s
exercised price
2023
49,999,999
Weight ed
average exercise
price 2022
0.02878
Number of
w arrant s
exercised price
2022
159,940,371
-
-
0.01
(47,906,000)
Expired during t he year
(0.0375)
(49,999,999)
0.0205
(62,034,372)
Granted during t he year
Exercisable at t he end of
t he year
0.015
0.015
99,999,986
99,999,986
-
-
0.0375
49,999,999
There w ere no w arrant s out st anding at t he end of the year.
14.
TRADE AND OTHER PAYABLES
Trade payables
Social securit y and
employee taxes
Other credit ors and
accruals
2023
£
62,902
16,637
Group
2022
£
149,938
16,489
2023
£
35,183
2,432
Company
2022
£
109,098
2,226
74,562
40,257
63,427
24,601
156,101
206,684
101,042
135,925
Trade payables and accruals principally comprise amount s out st anding for t rade purchases
and cont inuing cost s. The Direct ors consider t hat t he carrying amount of t rade and ot her
payables approxim at es t o t heir fair value. See also Not e 18.
15.
CAPITAL M ANAGEM ENT
The Group’s object ive w hen managing capit al is t o safeguard t he ent it y’s abilit y t o cont inue
as a going concern and develop it s mineral explorat ion and development and ot her activities
t o provide returns for shareholders and benefit s for ot her stakeholders.
The Group’s capit al st ruct ure comprises all the components of equit y (all share capit al, share
premium, ret ained earnings w hen earned and ot her reserves). When considering t he fut ure
capit al requirement s of t he Group and t he pot ential to fund specific project development via
debt , t he Directors consider t he risk characterist ics of t he underlying asset s in assessing t he
optim al capit al struct ure.
ECR M inerals plc | Annual Report 2023
76
NOTES TO THE FINANCIAL STATEM ENTS
16.
RELATED PARTY TRANSACTIONS
Amount s ow ed to Direct ors
2023
£
25,000
Group
2022
£
400
2023
£
25,000
Company
2022
£
479
Det ails of Direct ors’ emolument s are disclosed in Not e 6. The amounts ow ed t o Direct ors
relat e to accrued emolument s, consult ing fees and expenses due.
During t he year t he Company provided addit ional advances of £188,149 under a loan t o
M ercat or Gold Aust ralia Pt y Lt d and charged expenses and management fees of £147,487.
The balance ow ed to the Company is show n in Note 11.
The Company and t he Group have no ult imat e cont rolling part y.
17.
COM M ITM ENTS AND CONTINGENCIES
Capital expendit ure commit ment
As at 30 Sept ember 2023, t he Group has a commit ment expendit ure of A$650,000 for t he first
t hree years across t he t hree licence areas in t he Lolw orth Range, Queensland and a
commit ment expendit ure of A$314,000 for it s three tenement s in Vict oria.
Contingencies
The Group ent ered int o no agreem ent s during t he year ended 30 Sept ember 2023 w hich
w ould result in disclosure of contingent asset s or liabilit ies.
Leases
The Company has no operat ing leases.
ECR M inerals plc | Annual Report 2023
77
NOTES TO THE FINANCIAL STATEM ENTS
18.
FINANCIAL INSTRUM ENTS
Group
Financial asset s (amort ised cost )
Trade and ot her receivables (excluding prepayment s)
Cash and cash equivalent s
Financial asset s (fair value t hrough profit or loss)
Equit y investment s
Financial liabilit ies (amort ised cost )
Trade and ot her payables
Company
Financial asset s (amort ised cost )
Trade and ot her receivables (excluding prepayment s)
Cash and cash equivalent s
Long-t erm borrow ings, int ra-group
Financial asset s (fair value t hrough profit or loss)
Equit y investment s
Financial liabilit ies (amort ised cost )
Trade and ot her payables
2023
£
43,145
82,462
125,607
10,390
10,390
2022
£
99,072
842,889
941,961
45,084
45,084
154,101
154,101
206,684
206,684
2023
£
2022
£
1,027,781
6,589
4,005,390
5,039,760
989,006
233,106
5,792,859
7,014,971
10,390
10,390
45,084
45,084
101,042
101,042
135,925
135,925
Risk management objectives and policies
The Group’s principal financial asset s comprise cash and cash equivalent s, t rade and ot her
receivables, invest ment s and prepayment s. The Group’s liabilit ies comprise t rade payables,
other payables including taxes and social securit y, and accrued expenses.
The Board det ermines as required t he degree t o w hich it is appropriat e t o use financial
inst rument s, commodit y contracts or other hedging cont ract s t o mit igat e financial risks.
Credit risk
The Group’s cash and cash equivalent s are held w it h major financial inst it utions. The Group
monit ors credit risk by review ing t he credit qualit y of t he financial inst it ut ions t hat hold t he
cash and cash equivalent s and rest rict ed cash. The fair value of cash and cash equivalent s at
30 Sept ember 2023 and 30 Sept ember 2022 did not diff er mat erially from t heir carrying value.
M anagement believes t hat t he Group’s exposure to credit risk is manageable.
The Com pany manages it s current VAT receivables by submit t ing VAT ret urns on a quart erly
basis. This allow s the Company to receive t he VAT in a t imely mat ter w hile any amounts that
ECR M inerals plc | Annual Report 2023
78
NOTES TO THE FINANCIAL STATEM ENTS
may come under scrut iny. M anagement has no formal credit policy in place for cust omers
and t he exposure t o credit risk is approved and monit ored on an ongoing basis individually for
all significant customers. The maximum exposure t o credit risk is represent ed by t he carrying
amount of each financial asset in t he st atement of financial posit ion. The Group does not
require collat eral in respect of financial asset s.
M arket risk
The Group’s financial inst rument s pot ent ially affected by market risk include bank deposit s,
and t rade payables. An analysis is required by IFRS 7, int ended t o illust rat e t he sensit ivit y of
t he Group’s financial inst rument s (as at period end) t o changes in market variables, being
exchange rat es and int erest rat es. The Group’s exposure t o market risk is not considered t o
be material.
Int erest rat e risk
The Group has no mat erial exposure t o int erest rat e risk. Since t he int erest accruing on bank
deposit s w as relat ively immat erial there is no mat erial sensit ivit y to changes in int erest rates.
Foreign currency risk
The Group is exposed t o foreign currency risk in so far as some dealings wit h overseas
subsidiary undertakings are in foreign currencies. Bank account s are held in Great Brit ish
Pounds (“ GBP), Aust ralian Dollars (“ AUD” ) and Unit ed St ates of American Dollars (“ USD” ). The
Company has payables t hat originat e in GBP, AUD, USD and Philippines Peso (“ PHP” ). As such
t he Company is affected by changes in t he GBP exchange rat e compared t o t he follow ing
currencies; AUD, and PHP.
As at 30 September 2023
Cash and cash equivalent s
Account s receivable
Accounts payable
Net foreign exchange exposure
Translat ion t o GBP
GBP equivalent
As at 30 September 2022
Cash and cash equivalent s
Account s receivable
Accounts payable
Net foreign exchange exposure
Translat ion t o GBP
GBP equivalent
GBP
6,589
1,065,853
(101,043)
971,400
1
971,400
AUD
143,933
65,348
(135,171)
344,451
0.5271
181,560
PHP
129,771
1,000
(315,800)
446,571
0.0144
6,431
GBP
AUD
PHP
233,106
1,037,568
(135,923)
1,134,751
1
1,134,751
1,033,117
77,251
(114,461)
995,907
0.5783
575,933
44,789
-
(220,200)
175,411
0.0153
2,684
Fair value of financial inst rument s
The fair values of t he Company’s financial inst rument s at 30 Sept ember 2023 and 30
Sept ember 2022 did not differ materially from t heir carrying values.
The Group measures fair values using t he follow ing fair value hierarchy t hat reflect s t he
significance of the inputs used in making t he measurement s:
(cid:127)
(cid:127)
Level 1: quot ed prices (unadjusted) in act ive market s for ident ical assets or liabilit ies;
Level 2: valuat ion t echniques based on observable input s eit her direct ly (i.e. as prices)
or indirectly (i.e. derived from prices);
ECR M inerals plc | Annual Report 2023
79
NOTES TO THE FINANCIAL STATEM ENTS
(cid:127)
Level 3: valuat ion t echniques t hat include input s for t he asset or liabilit y t hat are not
based on observable market data (unobservable input s).
The follow ing t able provides an analysis of financial inst rument s t hat are measured
subsequent t o init ial recognit ion at fair value, by t he level in t he fair value hierarchy int o w hich
t he measurement is cat egorised.
Group and Company
30 September 2023
Financial asset s at fair value
t hrough profit or loss
Group and Company
30 September 2022
Financial asset s at fair value
t hrough profit or loss
Level 1
£
10,390
10,390
Level 1
£
45,084
45,084
Level 2
Level 3
£
£
–
–
–
–
Level 2
Level 3
£
£
–
–
–
–
Tot al
£
10,390
10,390
Tot al
£
45,084
45,084
Liquidity risk
The Group finances it s operat ions primarily t hrough t he issue of equit y share capit al and debt
in order t o ensure sufficient cash resources are maint ained to meet short–t erm liabilit ies and
fut ure project development requirements. M anagement monit ors availabilit y of funds in
relat ion t o forecast expendit ures in order t o ensure t imely fundraising. Funds are raised in
discret e t ranches t o finance act ivit ies for limit ed periods.
Funds surplus to immediat e requirement s may be placed in liquid, low risk invest ment s.
The Group’s abilit y t o raise finance is subject t o market perceptions of t he success of it s
project s undert aken during t he year and subsequently. Due t o t he uncert ain st ate of financial
market s, t here can be no certaint y t hat fut ure funding w ill cont inue t o be available. The t able
below set s out t he mat urity profile of financial liabilit ies as at 30 September 2023.
Due in less t han 1 mont h
Due bet ween 1 and 3 mont hs
Due bet ween 3 mont hs and 1 year
Due aft er 1 year
19.
SEGEM ENTAL REPORTING
2023
£
156,074
–
–
–
156,074
2022
£
206,684
–
–
–
206,684
The Group is engaged in mineral explorat ion and development and is considered to have one
business segment. The Chief Operating Decision M aker is considered t o be t he Board of
Directors, w ho segm ent explorat ion activit ies by geographical region in order t o evaluat e
performance individually. The segment al breakdow n of explorat ion asset s is show n in Not e
10. As disclosed in t he Not e 10, t he explorat ion activit ies in t he Philippines have been im paired
in full and all remaining mineral explorat ion asset s are in Aust ralia.
ECR M inerals plc | Annual Report 2023
80
NOTES TO THE FINANCIAL STATEM ENTS
M anagement informat ion in respect of profit or loss expendit ures is not segmented but is
considered at Group level.
20.
CASH USED IN OPERATIONS
Year ended 30
Sept ember
2023
£
Group
Year ended 30
Sept ember
2022
£
Year ended 30
Sept ember
2023
£
Company
Year ended 30
Sept ember
2022
£
Not e
Operating activities
Loss for t he year before t ax
Adjust ment s:
Depreciat ion expense property,
plant and equipment
Share based payment s
Loss/ (gain) on disposal of fixed
asset s
Loss/ (gain) on financial asset s at
fair value
Impairment of int angible asset s
Im pairment of subsidiary
Disposal of invent ory
Int erest income
Profit and loss on disposal
Decrease/ (Increase) in accounts
receivable
(Decrease)/ Increase in accounts
payable
Net cash used in operations
(1,772,670)
(2,614,873)
(3,104,695)
(2,251,490)
131,541
104,165
5,961
7,989
156,380
219,923
-
-
156,380
-
-
-
34,694
(3,623)
34,694
(3,623)
-
-
-
(3,112)
-
62,660
1,576,822
-
5,081
(651)
12,887
(1,896)
22,542
1,998,399
-
(1,106)
-
(28,285)
1,576,822
-
(265)
2,086
(159,471)
(12,968)
3,954
46,829
94,726
(1,183,552)
(918,135)
(869,281)
(733,226)
21.
EVENTS AFTER THE REPORTING DATE
Subsequent t o t he year end, on 10 Oct ober 2023, t he Company issued 338,249,985 new
ordinary shares pursuant t o a subscript ion w hich raised £580,000. This included shares issued
t o advisers in lieu of expenses.
On 20 Oct ober 2023, t he Company det ermined not t o proceed w it h t he proposed Hurricane
acquisit ion and short ly ahead of t hat applied for EPM 28910 at Kondaparinga. This area is
sit uat ed close t o t he original geological feat ures t hat first bought Hurricane t o t he at tent ion
of our board and field t eam. Significant ly, it is also t w ice t he size of Hurricane. The Company’s
invest ment in the project w as accordingly impaired at 30 Sept ember 2023.
Also on 20 Oct ober 2023, t he Company cancelled share options over 54,000,000 ordinary
shares.
On 1 December 2023, t he Company issued 22,857,142 new ordinary shares t o certain
Directors w ho opt ed t o t ake shares in lieu of salaries.
ECR M inerals plc | Annual Report 2023
81
NOTES TO THE FINANCIAL STATEM ENTS
On 12 December 2023, t he Company confirmed t hat access t o t he relevant sit es has been
grant ed and accordingly reverse circulat ion ("RC" ) drilling programme has commenced at t he
Cresw ick gold project in central Vict oria, Aust ralia w ith Drilling is underw ay at Kuboid Hill
and Davey Road prospect s.
On 14 December 2023, t he Company issued 25,714,284 new ordinary shares t o it s M anaging
Director mem bers of it s board and Chief Operating Officer as part of t heir remunerat ion and
a furt her 2,585,092 new ordinary shares in lieu of £6,000 of fees ow ed t o an adviser.
On 18 December 2023, t he Company announced t hat it had agreed t o effect t he sale of t w o
under-utilised non-core asset s, a drilling rig and an excavat or, for a t ot al considerat ion
is A$420,000.
first payment
On 15 January 2024,
of A$53,000 (excluding GST) relat ing t o t he hire purchase sale agreement wit h a mining
operations company for it s Coret ech Drilling Rig.
t he Company confirmed
receipt of
t he
On 23 January 2024, t he Company announced Technical Direct or Adam Jones st epped dow n
from t he board of direct ors w it h im mediat e effect but w ill cont inue in his role w it h ECR as
chief geologist and technical direct or of explorat ion.
On 15 February 2024, t he Company announced t hat David Tang has st epped dow n as
Chairman of t he Company and Nick Tulloch has been appointed Chairman in his place, in
addit ion t o his role as Executive Direct or of t he Company. David Tang has remained on t he
board as a non-execut ive direct or.
On 14 M arch 2024, t he Company issued 19,396,550 new ordinary shares t o members of it s
board and managem ent t eam as part of t heir remunerat ion and a furt her 2,307,692 new
ordinary shares in lieu of £6,000 of fees ow ed t o an adviser.
Also on 14 M arch 2024, t he Company announced t hat it has successfully raised, subject only
t o admission (w hich is expected t o be on 8 April 2024), £585,000 before expenses through t he
placing of 195,000,000 new ordinary shares at a price of 0.30 pence per new ordinary share.
ECR M inerals plc | Annual Report 2023
82
NOTICE OF ANNUAL GENERAL M EETING
The Annual General M eeting of ECR
M inerals plc (the “Company”) will be held
at 11.00 am on 23 April 2024 at Office T3,
Hurlingham Studios, Ranelagh Gardens,
London SW 6 3PA.
THIS DOCUM ENT IS IM PORTANT AND
REQUIRES YOUR IM M EDIATE ATTENTION.
If you are in any doubt as t o t he action you
should t ake, you are recomm ended t o seek
your ow n
from your
financial advice
st ockbroker, bank manager, solicit or,
accountant or ot her independent adviser
aut horised under t he Financial Services
and M arket s Act 2000 if you are resident in
t he UK or, if you reside elsew here, another
appropriat ely authorised financial adviser.
If you have recently sold or t ransferred all
of your shares in ECR M inerals plc please
send t his notice and t he accompanying
document s as soon as possible t o t he
purchaser or t ransferee or t o t he person
w ho arranged t he sale or t ransfer, so t hey
can pass t hese document s t o t he person
who now holds t he shares.
Not ice is given t hat t he Annual General
M eet ing of t he Company w ill be held at
Office T3, Hurlingham St udios, Ranelagh
Gardens, London SW6 3PA at 11.00 am on
23 April 2024. You w ill be asked t o consider
and vot e on
resolut ions below.
Resolut ions 1 t o 10 (inclusive) w ill be
proposed as ordinary resolut ions and
resolut ions 11 and 12 (inclusive) as special
resolut ions.
t he
Ordinary Resolutions
1.
2.
To receive t he Company’s annual
account s for t he financial year ended
30 Sept ember 2023 t oget her w it h the
direct ors’ reports and audit or’s report
on t hose account s.
t he
approve
To
direct ors’
remunerat ion report (excluding t he
direct ors’ remunerat ion policy, set
out in t he direct ors’ remunerat ion
report), as set out in t he Company’s
annual report and account s for t he
financial year ended 30 Sept ember
2023.
t he
approve
To
direct ors’
remunerat ion policy, as set out in t he
direct ors’ remunerat ion report, as set
out in t he Company’s annual report
and account s for t he financial year
ended 30 Sept ember 2023.
To re-elect Nicholas George Selby
Tulloch as a Direct or of t he Company.
To re-elect Weili (David) Tang as a
Director of t he Company.
re-elect Dr Trevor George
t he
To
Davenport as a Direct or of
Company.
To re-elect Andrew Scot t as a Direct or
of t he Company.
To re-appoint PKF Lit tlejohn LLP as t he
Company’s independent audit ors t o
hold office from the conclusion of t his
meet ing until t he conclusion of t he
next Annual General M eeting at
w hich account s are laid before t he
Company.
To aut horise t he direct ors of t he
t he
Company
remunerat ion of
independent
audit ors of t he Company.
det ermine
t he
t o
3.
4.
5.
6.
7.
8.
9.
10. That, t he direct ors of t he Company be
and are generally and uncondit ionally
aut horised pursuant t o section 551 of
t he Companies Act 2006 (t he “ Act ” ) t o
exercise all pow ers of t he Company t o
allot equit y securit ies (as det ermined
in section 560(1) of t he Act ) in t he
Company and/ or t o grant right s t o
subscribe
t o convert any
securit y int o such shares (“ Allot ment
Right s” ), but so t hat t he maxim um
amount of equit y securit ies t hat may
be allot ted or made t he subject of
Allot ment Right s under t his aut horit y
for or
ECR M inerals plc | Annual Report 2023
83
NOTICE OF ANNUAL GENERAL M EETING
of
t he passing of
are shares w it h an aggregat e nominal
value
represent ing
£9,000
approximat ely 50 per cent. of t he
issued share
Company’s current
capit al, provided t hat t his aut horit y,
unless duly
renewed, varied or
revoked by t he Company, will expire
on t he dat e being fift een mont hs from
t he dat e of
t his
resolut ion or, if earlier, t he conclusion
of t he next Annual General M eet ing of
t he Company t o be held aft er t he
passing of t his resolut ion, save t hat
t he Company may, before such expiry,
make offers or agreem ent s w hich
w ould or might require shares t o be
allot ted or Allot ment Rights t o be
grant ed aft er such expiry and, t he
direct ors may allot shares and grant
Allot ment Right s in pursuance of such
an
agreement
notw it hst anding t hat t he aut horit y
resolut ion has
t his
conferred by
expired.
offer
or
Special Resolutions
11. That , condit ional on t he passing of
resolut ion 6, t he direct ors be and t hey
are hereby empow ered pursuant t o
section 570 of t he Act t o allot equit y
securit ies (wit hin
t he meaning of
section 560 of t he Act ) for cash,
pursuant t o t he aut horit y conferred
by resolut ion 7 or by w ay of a sale of
t reasury shares as if sect ion 561(1) of
t he Act did not apply t o any such
allot ment or sale, provided t hat t his
pow er shall be limit ed t o:
a.
t he allot ment of equit y securit ies
in connect ion wit h an offer by way
of a right s issue, open offer or
other offer:
i.
in proport ion
t o t he holders of ordinary
shares
(as
nearly as may be practicable)
t o t heir respective holdings;
and
b.
ii.
t o holders of ot her equit y
securit ies as required by t he
right s of those securit ies or as
otherw ise
t he
consider necessary,
directors
as
arrangement s
but subject t o such exclusions or
t he
other
direct ors may deem necessary or
expedient in relat ion t o t reasury
shares,
fractional ent it lement s,
record dat es, legal or pract ical
problems in or under t he law s of
any t errit ory or t he requirement s
of any applicable regulat ory body
or st ock exchange;
(otherw ise
t o sub-paragraph
t han
t he allot ment
(a)
pursuant
above) of equit y securit ies and the
sale of t reasury shares up t o an
aggregat e nominal amount of
represent ing
£9,000
approximat ely 50 per cent. of t he
Company’s current issued share
capit al, provided t hat t he pow er
grant ed by t his resolut ion w ill
expire on t he dat e being fift een
mont hs from t he dat e of t he
passing of t his resolut ion or, if
earlier, t he conclusion of t he next
Annual General M eet ing of t he
Company t o be held aft er t he
passing of t his resolut ion (unless
renew ed, varied or revoked by t he
Company prior t o or on such dat e),
save
t he Com pany may,
before such expiry, make offers or
agreement s w hich w ould or m ight
require equit y securit ies t o be
allot ted or t reasury shares t o be
sold aft er such expiry and, t he
direct ors may
equity
securit ies or sell t reasury shares in
pursuance of such an offer or
agreement notw it hst anding t hat
t he aut horit y conferred by t his
resolut ion has expired.
allot
t hat
12. That, a general meet ing of
t he
t han an Annual
Com pany, ot her
ECR M inerals plc | Annual Report 2023
84
NOTICE OF ANNUAL GENERAL M EETING
General M eet ing, may be called on
not less t han 14 clear days’ notice,
provided t hat t he aut horit y grant ed
by t his resolut ion shall expire at t he
conclusion of t he next Annual General
M eet ing of t he Company.
Recommendation
The Board believes t hat each of t he
resolut ions t o be proposed at t he Annual
General M eeting is in t he best int erests of
t he Company and it s shareholders as a
w hole.
t he Directors
unanimously recommend t hat ordinary
shareholders vot e in favour of all of t he
resolut ions proposed, as t he Direct ors
int end t o do in respect of t heir ow n
beneficial holdings.
Accordingly,
By order of t he Board
Elizabet h Olaleye
Company Secret ary
Regist ered Office:
Office T3, Hurlingham Studios
Ranelagh Gardens
London SW6 3PA
Regist ered Number: SC680788
31 M arch 2024
ECR M inerals plc | Annual Report 2023
85
NOTICE OF ANNUAL GENERAL M EETING
Explanatory notes to the proposed resolutions
Resolut ions 1 to 10 (inclusive) are proposed as
ordinary resolut ions, w hich means that for each of
t hose resolut ions t o be passed, more than half t he
vot es cast must be cast in favour of the resolution.
Resolut ions 11 and 12 (inclusive) are proposed as
special resolut ions, w hich means t hat for each of
t hose resolut ions to be passed, at least three-
quart ers of t he vot es cast must be cast in favour of
t he resolut ion.
Resolution 1 – Receipt of 2023 Annual Report and
Financial Statements
The Directors are required t o lay t he Company’s
financial stat ements and t he Direct ors’ and audit or’s
reports on t hose financial st at ement s (collect ively,
t he “ 2023 Annual Report ” ) before shareholders each
year at the Annual General M eet ing (“ AGM ” ).
Resolution 2 – Approval of Directors’ remuneration
report
The Directors’ remunerat ion report (t he “ Direct ors’
Remuneration Report” ) is set out on page 40 to 44
of t he 2023 Annual Report and provides det ails of
t he remuneration paid t o Direct ors in respect of t he
year ended 30 Sept ember 2023, including base
salary, t axable benefit s, share-based incent ives,
pension-relat ed benefit s and any other it ems in t he
nat ure of. The Directors’ Remunerat ion Report is
subject t o an annual advisory shareholder vot e by
w ay of an ordinary resolut ion. Resolution 2 is to
approve t he Direct ors’ Remunerat ion Report .
Resolution 3 – Approval of Directors’ remuneration
policy
The purpose of t his resolut ion is t o seek shareholder
approval of t he 2023 Direct ors’ Remunerat ion Policy
set out on pages 40 to 41 of the 2023 Annual Report.
The 2023 Direct ors’ Remuneration Policy is based on
t he follow ing key principles:
t he rat ionale and operation of t he policy
should be easy t o underst and and t ransparent ;
t here should be a st rong alignment bet ween
rew ards and t he int erest s of our st akeholders,
including shareholders and employees;
t he policy should maint ain a focus on long-
t erm performance;
t he t ot al compensat ion package should be
compet it ive t o ensure w e can ret ain and
at t ract
t o deliver our st rategic
t alent
objectives; and
t he st ruct ure should meet t he expect ations of
invest ors and our regulat ors.
The vot e on t he 2023 Directors’ Remunerat ion
Policy is by w ay of ordinary resolut ion. It is a binding
vot e, meaning t hat, if approved, payment s to
Direct ors may only be made if they are wit hin t he
boundaries of t he policy.
The policy sets out how t he Company proposes to
pay t he Directors, including every element of
remunerat ion t o w hich a Direct or may be entit led,
as w ell as how the policy supports t he Company’s
long-t erm st rat egy and performance. It also includes
det ails of t he Company’s approach to recruit ment
and payment for loss of office.
If t he Company w ishes to make changes t o it s
remunerat ion policy, it has t o put a new policy to
shareholders for approval at a general meet ing.
Once approved, the Company w ill only be able to
t o current and
make remuneration payment s
prospect ive Direct ors and payment s for loss of office
t o current or past Direct ors w it hin t he boundaries of
t he new policy, unless t he payment is approved by a
separate shareholder resolut ion.
If approved by shareholders, t he policy w ill apply for
a three-year term from the conclusion of t he AGM .
We w ill keep t he issues on appropriate posit ioning
of our execut ive Directors’ t ot al remunerat ion
opportunit y under review t hroughout t he durat ion
of t he policy.
Resolutions 4 to 7 – Re-election of Directors
In accordance wit h t he Company’s pract ice, every
Direct or w ill st and for re-election at the AGM .
The biographies on page 34 t o 35 of the 2023 Annual
Report set out t he skills and experience w hich
underpin t he cont ribut ion each Direct or brings to
t he Board for t he long-t erm sust ainable success of
t he Company. Based upon the review undert aken,
t he Board has sat isfied it self that each of t he
Direct ors is fully able t o discharge their dut ies t o t he
Company and t hat t hey each have sufficient capacit y
t o meet t heir commit ment s t o t he Company. The
t erms of appointment of t he Directors are set out on
pages 40 t o 41 of t he 2023 Annual Report .
Resolution 8 – Re-appointment of auditor
The Company is required t o appoint audit ors at each
general meeting at w hich account s are laid before
shareholders, t o hold office until the next such
meeting. The Audit Commit tee has review ed t he
effectiveness, performance,
independence and
objectivit y of the exist ing ext ernal audit or, PKF
Lit t lejohn LLP, on behalf of t he Board, and concluded
t hat t he ext ernal audit or w as in all respects
re-
effective. This
t he
appoint ment of PKF Lit t lejohn LLP until
t he
conclusion of t he next AGM .
resolut ion proposes
Resolution 9 – Authority to agree auditor’s
remuneration
This resolut ion seeks authorit y
t he Audit
Committ ee t o det ermine t he level of t he audit or’s
remunerat ion.
for
Resolution 10 – Authority to allot shares
ECR M inerals plc | Annual Report 2023
86
NOTICE OF ANNUAL GENERAL M EETING
This resolut ion seeks shareholder approval t o grant
t he Direct ors the authorit y t o allot shares in t he
Company, or to grant right s t o subscribe for or
convert any securities int o shares in the Company
(“ Right s” ), pursuant to sect ion 551 of the Act (t he
“ Sect ion 551 aut horit y” ). The aut horit y cont ained in
t he resolut ion w ill be limit ed t o an aggregate
nominal amount of £9,000, being 50 per cent . of t he
Company’s issued ordinary share capit al as at 27
M arch 2024 (being t he last business day prior t o t he
publication of t his not ice). The Company does not
hold any shares in t reasury. If approved, t he Sect ion
551 authorit y shall, unless renew ed, revoked or
varied by t he Company, expire at the end of t he
Company’s next AGM aft er t he resolut ion is passed
or, if earlier, at the close of business on 22 July 2025.
The except ion to this is t hat the Direct ors may allot
shares or grant rights aft er the authorit y has expired
in connect ion wit h an offer or agreement made or
ent ered int o before t he aut horit y expired.
t hat
pre-empt ive
subject
t he Direct ors
Resolution 11 – Disapplication of pre-emption
rights
This resolut ion seeks shareholder approval t o grant
t he Direct ors t he power t o allot equit y securit ies (as
defined by sect ion 560 of t he Act) or sell t reasury
shares of t he Company pursuant t o sections 570 and
573 of t he Act (t he “ Sect ion 570 and 573 power” )
w it hout first offering t hem to exist ing shareholders
in proport ion t o their exist ing shareholdings. The
pow er is limit ed t o allot ment s for cash in connect ion
w it h
any
offers,
t o
consider
arrangement s
appropriat e t o deal w it h fractions and overseas
requirement s, and otherwise pursuant t o non pre-
emptive offers for cash up t o a maximum nominal
value of £9,000, representing approximat ely 50% of
t he Company’s issued ordinary share capit al as at 27
M arch 2024 (being t he last business day prior t o t he
publication of t his not ice). If approved, t he Sect ion
570 and 573 pow er shall apply unt il t he end of t he
Company’s next AGM aft er the resolut ions are
passed or, if earlier, unt il t he close of business on 22
July 2025. The except ion t o t his is t hat t he Direct ors
may allot equit y securit ies aft er t he pow er has
expired in connect ion w it h an offer or agreement
made or ent ered int o before t he power expired.
Resolution 12 – Notice period for general meetings
other than AGM s
This resolut ion seeks shareholder approval t o allow
t he Company to cont inue to call general meetings
(ot her than AGM s) on 14 clear days’ notice. In
accordance w it h t he Act, as amended by t he
Companies (Shareholders’ Rights) Regulat ions 2009,
t he not ice period required for general meet ings of
t he Company is 21 clear days unless shareholders
approve a short er not ice period (subject t o a
minimum period of 14 clear days). In accordance
w it h t he Act, the Company must make a means of
elect ronic vot ing available t o all shareholders for
t hat meet ing in order t o be able to call a general
meeting on less than 21 clear days’ notice. The
Company int ends t o only use t he short er not ice
period w here t his flexibilit y is merit ed by t he
purpose of the meet ing and is considered t o be in
t he int erest s of shareholders generally, and not as a
mat t er of rout ine. AGM s w ill cont inue t o be held on
at least 21 clear days’ not ice. The approval will be
effective until t he Company’s next AGM , w hen it is
int ended t hat a similar resolut ion will be proposed.
Explanatory notes as to the proxy, voting and
attendance procedures at the Annual General
M eeting (“AGM ”)
The follow ing not es explain your general rights as a
shareholder and your right t o att end and vot e at t his
meeting or t o appoint someone else t o vote on your
behalf.
1. To be ent it led t o at t end and vot e at t he General
M eet ing
(and
for
t he purpose of
t he
det erminat ion by t he Company of t he number of
vot es t hey may cast ), shareholders must be
regist ered in the Regist er of M embers of t he
Company at close of t rading on 21 April 2024.
Changes t o t he Regist er of M embers aft er t he
relevant deadline shall be disregarded
in
det ermining t he right s of any person t o att end
and vot e at t he General M eet ing.
2. Shareholders, or t heir proxies, int ending t o
at t end t he General M eet ing in person are
request ed, if possible, t o arrive at t he General
M eet ing venue at least 20 minut es prior t o t he
commencement of t he General M eet ing at
11.00 a.m. (UK t ime) on 23 April 2024 so t hat
t heir shareholding may be checked against t he
Company’s Regist er
of M embers
and
at t endances recorded.
3. Shareholders are entit led to appoint another
person as a proxy t o exercise all or part of t heir
rights to att end and t o speak and vote on t heir
behalf at the General M eet ing. A shareholder
may appoint more t han one proxy in relat ion t o
t he General M eet ing provided t hat each proxy is
appoint ed to exercise t he rights att ached to a
different ordinary share or ordinary shares held
by that shareholder. A proxy need not be a
shareholder of t he Company.
4.
In the case of joint holders, where more t han
one of t he joint holders purport s to appoint a
proxy, only t he appoint ment submit t ed by t he
most senior holder w ill be accepted. Seniorit y is
det ermined by t he order in which t he names of
t he joint holders appear in t he Company’s
ECR M inerals plc | Annual Report 2023
87
NOTICE OF ANNUAL GENERAL M EETING
Regist er of M embers in respect of the joint
appoint ment service may do so for t he General
holding (t he first named being t he most senior).
M eet ing (and any adjournment of t he General
M eet ing) by using t he procedures described in
5. A vot e w it hheld is not a vot e in law , w hich means
t he
CREST M anual
(available
from
t hat the vote w ill not be count ed in t he
w w w .euroclear.com) CREST Personal M embers
calculat ion of vot es for or against t he resolut ion.
or ot her CREST sponsored members, and t hose
If no vot ing indicat ion is given, your proxy w ill
CREST members w ho have appoint ed a service
vot e or abst ain from vot ing at his or her
provider(s), should refer t o t heir CREST sponsor
discret ion. Your proxy will vot e (or abst ain from
or vot ing service provider(s), w ho will be able t o
vot ing) as he or she t hinks fit in relat ion t o any
t ake t he appropriat e action on t heir behalf.
ot her mat t er w hich is put before t he General
M eet ing.
6. You can vot e eit her:
10. In order for a proxy appoint ment or inst ruct ion
made by means of CREST t o be valid, t he
appropriat e CREST message (a ‘CREST Proxy
Inst ruction’) must be properly aut henticated in
(i)
by
logging
on
t o
accordance wit h Euroclear UK & Int ernational
w w w .invest orcent re.co.uk/ eproxy
and
Limit ed’s specificat ions and must cont ain t he
follow ing t he inst ructions;
informat ion required for such inst ructions, as
described in t he CREST M anual. The message
(ii)
you may request a hard copy form of proxy
must be t ransmit t ed so as t o be received by t he
direct ly
from
t he
regist rars,
issuer’s agent Comput ershare Invest or Services
Computershare Invest or Services PLC, on
PLC by 11.00 a.m. on 21 April 2024. For t his
0870 702 0000. Calls are charged at t he
purpose, t he t ime of receipt w ill be t aken t o
st andard geographical rat e and w ill vary by
mean t he t ime (as det ermined by t he t imest amp
provider. Calls outside t he Unit ed Kingdom
applied t o t he message by t he CREST applicat ion
w ill be charged at
t he applicable
host) from which the issuer’s agent is able t o
int ernational rat e. Lines are open bet ween
ret rieve t he message by enquiry t o CREST in t he
09:00 – 17:30, M onday t o Friday excluding
manner prescribed by CREST. Aft er this time,
public holidays in England and Wales; or
any change of inst ruct ions t o proxies appointed
t hrough CREST should be communicat ed t o t he
(iii)
in the case of CREST members, by ut ilising
appoint ee t hrough ot her means.
t he CREST elect ronic proxy appoint ment
service in accordance wit h t he procedures
11. CREST members and, w here applicable, t heir
set out below .
CREST sponsors or vot ing service providers
should not e t hat Euroclear UK Int ernational
7.
If you ret urn more t han one proxy appoint ment,
Limit ed does not make available special
eit her by paper or elect ronic communication,
procedures in CREST for any particular message.
t he appoint ment received last by t he Regist rar
Normal syst em t imings and limit ations w ill,
before t he latest t ime for t he receipt of proxies
t herefore, apply in relation t o t he input of CREST
w ill t ake precedence. You are advised t o read
Proxy Inst ructions. It is the responsibilit y of t he
t he terms and condit ions of use carefully.
CREST member concerned t o t ake (or, if t he
Elect ronic communicat ion facilit ies are open t o
CREST member is a CREST personal member, or
all shareholders and those who use t hem w ill not
sponsored member, or has appoint ed a vot ing
be disadvant aged.
service provider(s), t o procure t hat his CREST
sponsor or vot ing service provider(s) t ake(s))
8. The return of a complet ed form of proxy,
such act ion as shall be necessary t o ensure t hat
elect ronic filing or any CREST Proxy Inst ruct ion
a message is t ransmit t ed by means of t he CREST
(as described in not e 11 below ) will not prevent
syst em by any part icular
time.
In
t his
a shareholder from at t ending
t he General
connect ion, CREST members and, w here
M eet ing and voting in person if he/ she w ishes t o
applicable,
their CREST sponsors or vot ing
do so.
syst em providers are referred, in part icular, t o
t hose sect ions of t he CREST M anual concerning
9. CREST members w ho w ish to appoint a proxy or
pract ical limit ations of t he CREST system and
proxies through t he CREST elect ronic proxy
t imings. The Company may t reat as invalid a
ECR M inerals plc | Annual Report 2023
88
NOTICE OF ANNUAL GENERAL M EETING
CREST Proxy Inst ruct ion in t he circumst ances set
out in Regulation 35(5)(a) of t he Uncertificated
15. Any shareholder at t ending t he General M eet ing
Securit ies Regulat ions 2001 (as adopt ed in t he
has the right to ask questions. The Company
Unit ed Kingdom and amended by t he European
must cause t o be answ ered any such quest ion
Union (Wit hdrawal) Act 2018).
relating to t he business being dealt w it h at t he
General M eet ing but no such answer need be
12. Unless ot herwise indicat ed on t he Form of
given if: (a) t o do so w ould int erfere unduly wit h
Proxy, CREST vot ing or any other elect ronic
t he preparat ion for the General M eeting or
vot ing channel inst ruct ion, the proxy will vot e as
involve
t he
disclosure
of
confident ial
t hey think fit or, at t heir discret ion, wit hhold
informat ion; (b) the answ er has already been
from vot ing.
given on a w ebsit e in t he form of an answer t o a
quest ion; or (c) it is undesirable in t he int erest s
13. Any corporat ion which is a shareholder can
of t he Company or the good order of t he General
appoint one or more corporate represent at ives
M eet ing t hat t he quest ion be answered.
w ho may exercise on it s behalf all of it s powers
as a shareholder provided that no more t han
16. You may not use any elect ronic address (w it hin
one corporat e representat ive exercises powers
t he meaning of Sect ion 333(4) of t he Companies
in relation t o t he same shares.
Act 2006) provided in eit her t his Not ice or any
relat ed document s (including t he form of proxy)
14. As at 27 M arch 2024 (being t he lat est practicable
t o communicat e w it h t he Company for any
business day prior t o the publication of t his
purposes ot her t han t hose expressly st at ed.
Not ice), the Company’s ordinary issued share
capit al consist s of 1,619,086,760 ordinary
17. A copy of t his Not ice, and ot her informat ion
shares, carrying one vot e each. Therefore, t he
required by Section 311A of t he Companies Act
t ot al vot ing right s in t he Company as at 27
2006, can be found on the Company’s websit e at
M arch 2024 are 1,619,086,760.
www.ecrminerals.com.
ECR M inerals plc | Annual Report 2023
89
NOTICE OF ANNUAL GENERAL M EETING
ECR M inerals plc | Annual Report 2023
90